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R-2002 - 02/08/2022 - BATH & TENNIS - Resolutions THE VILLAGE OF OAK BROOK COOK AND DUPAGE COUNTIES, ILLINOIS RESOLUTION 2022-PW-AG-B&T/P-R-2002 A RESOLUTION APPROVING AND AUTHORIZING THE EXECUTION OF AN AGREEMENT BY AND BETWEEN THE VILLAGE OF OAK BROOK AND CHICAGOLAND POOL MANAGEMENT, INC. FOR THE 2022 POOL MANAGEMENT SERVICES GOPAL G. LALMALANI, Village President CHARLOTTE K. PRUSS, Village Clerk LAURENCE HERMAN MICHAEL MANZO JAMES NAGLE A. SURESH REDDY EDWARD TIESENGA ASIF YUSUF Village Board Published in pamphlet form by authority of the President and the Board of Trustees of the Village of Oak Brook on this the 8th day of February 2022 RESOLUTION NO. 2022-PW-AG-B&T/P-R-2002 A RESOLUTION APPROVING AND AUTHORIZING THE EXECUTION OF AN AGREEMENT BY AND BETWEEN THE VILLAGE OF OAK BROOK AND CHICAGOLAND POOL MANAGEMENT, INC. FOR THE 2022 POOL MANAGEMENT SERVICES WHEREAS, the Village of Oak Brook is a municipal corporation with authority provided for and granted pursuant to the Illinois Municipal Code to exercise certain powers and perform certain functions pertaining to its local government and affairs; WHEREAS, the Village of Oak Brook (hereinafter referred to as "Village") upon approval of the corporate authorities may enter into an agreement with another party pursuant to Illinois Statute; WHEREAS, the Village requested proposals from qualified vendors to provide Pool Management Services at the Bath &Tennis Club Pool; and WHEREAS, the Village received a sole proposal from Chicagoland Pool Management, Inc. ("Chicagoland"); and WHEREAS, Village Staff has determined that Chicagoland submitted a proposal that is satisfactory and will provide a value to the Village; and WHEREAS, Staff checked references submitted by Chicagoland and determined that thier pool management services solution affords the Village the best opportunity to increase customer satisfaction at the Bath &Tennis Club Pool; and WHEREAS, the Village and Chicagoland desire to enter into and execute an agreement for Chicagoland to provide Pool Management Services, which agreement is attached to this Resolution as Exhibit A("Agreement'); and WHEREAS, the President and Board of Trustees have determined that it is in the best interests of the Village to enter into the Agreement as approved by the Village Attorney; WHEREAS,the Village of Oak Brook Corporate Authorities feel that it is in the best interest of the Village of Oak Brook to award the agreement to Chicagoland as provided for herein. NOW, THEREFORE, BE IT RESOLVED by the Village President and Board of Trustees of the Village of Oak Brook, DuPage and Cook Counties, Illinois as follows: Section One— Recitals The Corporate Authorities hereby find that all of the recitals hereinbefore stated as contained in the preamble to this resolution are full, true and correct and do hereby, by reference, incorporate and make them part of this resolution as legislative findings. 2 Section Two —Approval of Agreement and Proposal The Village hereby accepts the proposal from the proposer set forth herein and approves the agreement substantially in the form attached hereto as Exhibit A. Section Three—Authorization and Direction The Village Manager is hereby authorized to execute, and the Village Clerk is hereby authorized to attest the agreement, in the form of such agreement attached hereto as Exhibit A, with such changes therein as shall be approved by the Village Attorney and the officials of the Village executing the same, their execution thereof to constitute exclusive evidence of their approval to any and all changes or revisions therein from and after the execution and delivery of such agreement. Section Four- Other Actions Authorized The officers, employees and/or agents of the Village shall take all actions necessary or reasonably required to carry out and give effect to the intent of this resolution and otherwise to consummate the transactions contemplated herein, and shall take all actions necessary in conformity therewith including, without limitation, the execution and delivery of all documents required to be delivered in connection with the transaction contemplated herein. Section Five - Authorization of Expenditures The Corporate Authorities hereby authorize and direct the expenditure of all costs related to the execution of the agreement, additionally, the Village is authorized and directed to allocate and spend all necessary funds to fulfill the requirements of the agreement and of this resolution. Section Six - Acts of Village Officials That all past, present and future acts and doings of the officials of the Village that are in conformity with the purpose and intent of this resolution are hereby, in all respects, ratified, approved, authorized and confirmed. Section Seven — Prevailing Wage Act The successful proposer shall be required to comply with all of the terms and conditions of the Illinois Prevailing Wage Act, to the extent that it applies. Section Eight— Effective Date This resolution shall be in full force and effect upon passage and approval in the manner provided by law. Section Nine - Publication This resolution shall be published in book or pamphlet form as provided by the Illinois Municipal Code. 3 Section Ten—Conflict Clause All resolutions, parts of resolutions or board actions in conflict herewith are hereby repealed to the extent of such conflict. Section Eleven —Saving Clause If any section, paragraph, clause or provision of this resolution is declared by a court of law to be invalid or unconstitutional, the invalidity or unconstitutionality thereof shall not affect the validity of any other provisions of this resolution, which are hereby declared to be separable. Section Twelve— Recording This resolution shall be entered into the minutes and upon the journals of the Board of Trustees of the Village of Oak Brook. PASSED THIS 8 1 day of February 2022 Ayes: Trustees Herman, Manzo, Nagle, Reddy, Tiesenga, and Yusuf Nays: None None Absent: APPROVED THIS 8th day of February 2022 Gopal G. Lalmalani Village President ATTEST: Charlotte K. Pruss r O44, Village Clerk 0co .a 4 Exhibit A Agreement 5 VILLAGE OF OAK BROOK PROFESSIONAL SERVICES AGREEMENT FOR POOL MANAGEMENT SERVICES THIS AGREEMENT is dated as of the day of , 2022 ("Agreement'l and is by and between the VILLAGE OF OAK BROOK, an Illinois municipal corporation ("Village's 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: Chicagoland Pool Management, Inc. ("Consultant") 1612 Ogden Avenue, Suite 201 Lisle, Illinois 60532 Telephone: (630)689-9999 Attn: Kurtis Bailey, General Manager Email: kurtis bailey(&,chicapoland-pmg.com B. Proiect 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'J, including, but not limited to, pool opening, staffing, pool cleaning, pool repair, winterization, de-winterization and season-end closing of the Aquatic Center (collectively, "Services'l, which Services are more fully described in in Request for Proposals dated December 2021 (Exhibit A), and the proposal submitted by Consultant (Exhibit B), 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 be $163,807.00 for 2022 for Aquatic Management Services provided for in Exhibits attached to and made a part of this Agreement as Exhibits A and B. Such Exhibits need not be signed but are attached are part of this Agreement. The cost of items listed in Exhibit B, Section 13, (c) titled "Chemicals and Supplies" are not included in the above and will be billed separately. The agreement amount include reimbursable expenses, unless this Agreement is amended pursuant to Subsection 9A of this Agreement("Agreement Amount'l. 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. -1- B. Services. The Consultant shall provide the Services pursuant to the terms and conditions of this Agreement. C. Commencement; Time of Performance. The Consultant shall commence the Services on April 1, 2022. ("Commencement Date'). The Consultant shall diligently and continuously prosecute the Services until their completion, but in no event after October 31, 2022 ("Time of Performance'). D. Reporting. The Consultant shall regularly report to the Public Works Director, or his designee, regarding the progress of the Services during the term of this Agreement. E. Pool Opening Delay. If there is a delay in opening the pool by May 28, 2022, due to causes outside of the Village's or Consultant's control, pro-rata payments to the Consultant shall begin when the Consultant can begin the pool opening process. 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 and in the manner shown in Exhibit B, 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. -2- SECTION 4. PERSONNEL; SUBCONTRACTORS. A. Key Project Personnel. Kurtis Bailey, General Manager, shall serve Key Project Personnel and 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, thereafter, within -3- 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'l; (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. Warranty 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 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 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. -4- 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 C 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. The Village of Oak Brook must be listed and certificate holder and as additional insured with respects to general liability. Also, an additional insured endorsement form must be submitted with the Certificate of Insurance. 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. Lighting, Heating, 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. Keys. 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 7.13, 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. 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 -5- 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 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 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). E. Term. 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 2022 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 (2023, 2024, 2025, and 2026), to the current consultant. Determination will be -6- made annually solely by the Village of Oak Brook with the concurrence of the consultant and will be determined no later than 20 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'J, 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. Withholding of Payment by Village. 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. 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 -7- 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(i), (ii), or (iii)above within three business days thereafter at the appropriate address set forth 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 (i) (ii) (...) by delivery of actual notice in the manner described in either i , u 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. -8- 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: Rick Valent, Public Works Director Email: rvalent a(-oak-brook.org Notices and communications to the Consultant shall be addressed to, and delivered at, the following address: Chicagoland Pool Management, Inc. ("Consultant") 1612 Ogden Avenue, Suite 201 Lisle, Illinois 60532 Telephone: (630)689-9999 Attn: Kurtis Bailey, General Manager Email: kurtis bailey(a)chicagoland-pmg.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 and venue shall be in a court in Illinois. 1. 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. 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. 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 such rights, remedies, and benefits allowed by law. -9- 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 OF OAK BROOK By: By: Village Clerk Village Manager ATTEST: CHICAGOLAND POOL MANAGEMENT, INC. By: By: Title: Its: -10- EXHIBIT A VILLAGE ISSUED REQUEST FOR PROPOSALS DATED DECEMBER 2021 VILLAGE OF OAK BROOK Purchasing Division 1200 Oak Brook Road Oak Brook, IL 60523 (630) 368-5164 REQUEST FOR PROPOSAL Oak Brook Bath & Tennis Club Aquatic Management Services December 2021 TABLE OF CONTENTS SECTION 1. REQUEST FOR PROPOSALS............................... ................................................................1 A. NOTICE-POSTED ON VILLAGE WEBSITE DECEMBER 16,2021................................ 2 B. PROJECT DESCRIPTION...................................................... .......... 2 C. GENERAL TERMS AND CONDITIONS ....................................................................................................15 SECTION 2. PROPOSAL INSTRUCTIONS ••""""""""""""""""""'""...............................15 A. GENERAL INFORMATION.................................................................................................................... B. DOCUMENTS/INFORMATION TO BE SUBMITTED:........................... ................ . ..............................16 C. PROPOSAL FORM................................................................................................ D. REFERENCES ..................................................................... ............18 21 E. PROPOSALS CERTIFICATION................................................... 23 F. SEXUAL HARASSMENT POLICY ........................................................................................................ SECTION3. REVIEW PROCESS..............................................................................................................24 A. EVALUATION OF PROPOSALS AND SELECTION....................................................................................24 B. BASIS OF AWARD....................................................................... ......................................................24 Section 1. Request for Proposals A. Notice—posted on Village website December 16, 2021. Village of Oak Brook Request for Proposals Oak Brook Bath & Tennis Club Aquatic Management Services December 2021 The Village of Oak Brook invites proposals from qualified firms that have experience in lifeguard services and pool maintenance and repair. Proposals should be addressed to: Rania Serences Senior Purchasing Assistant Village of Oak Brook 1200 Oak Brook Road Oak Brook, IL 60523 The closing date and time for receipt of proposals is Thursday January 13, 2022 at 3:00 P.M. prevailing time. Proposals received after the submittal time will be rejected and returned unopened to the sender. A complete proposal package, of which this legal notice is a part, is on file for inspection and may be downloaded from the Village's website at www.oak-brogi.org or picked up at the Reception Area, Butler Government Center, 1200 Oak Brook Road, Oak Brook, Illinois 60523, between the hours of 8 A.M. and 4:30 P.M., Monday through Friday. There is no charge for the package. Questions about this RFP should be addressed to Rick Valent, Public Works Director, 630-368-5272, rvalent _oak- brook.orQ. The Village reserves the right to reject any or all proposals, waive or not to waive any irregularities therein, and to accept the proposal considered being in the best interest of the Village. No proposal may be withdrawn or modified after the receipt of proposals except where the award of agreement has been delayed for a period of more than 120 days. jAworddoc\rfp\2021 rfp\aquatic services.doc Page 1 B. Project Description I. Introduction The Oak Brook Bath & Tennis Club is a private swimming and tennis facility located within the Oak Brook Sports Core. The facility has been owned and operated by the Village since 1978. The Club features three individual pools: the competition size lap pool, the diving well pool, a wading pool for children, a beach area, and a cafe. II. Scope of Services The Village of Oak Brook is seeking proposals from qualified vendors for Aquatic Management Services at the Oak Brook Bath and Tennis Club for the 2022 season. Services, at a minimum, shall include the following: POOL MAINTENANCE: 1. Provide opening/closing pool services, including, but not limited to, inspecting, draining, cleaning, and acid washing at the beginning of the season, and inspecting, draining, winterizing, and storing all equipment at the end of the season. 2. A walk-through is required at the opening and the closing of the pool with the Public Works Director or his designee. 3. Clean swimming pools prior to filtration start up. 4. Clean out all gutters, main drain sumps, and skimmers prior to start up as needed. 5. Sanitize, vacuum, operate filtration equipment and otherwise maintain water quality for all aquatic facility or facilities spas and swimming pools. 6. Operate and maintain swimming pool filtration equipment to achieve optimal water quality and identify any problems or concerns with normal operation. 7. Provide pool maintenance and repair, supply pool chemicals in sufficient quantities to comply with Local County and state regulations, and monitor and test pool chemicals. 8. Perform the following daily operational services for said aquatic facility or facilities: • Assign and schedule the aquatic facility manager and/or supervisor to provide management oversight for daily operation. • Assign and schedule the lifeguards and/or attendants to provide general supervision for daily operations during regular business hours as required by law. iAworddoc\rfp\2021 rfp\aquatic services.doc Page 2 • Maintain general cleanliness of the aquatic facility premises during daily operation, including maintaining cleanliness and proper placement of all outside furniture. • Complete a daily opening/closing (written) checklist document that includes safety checks of all pool equipment and features. GROUNDS AND FACILITIES MAINTENANCE: 1. Provide general cleaning, sanitation, organization, and maintenance of the front gate and/or admissions area, locker rooms, lavatories, showers, pool decks, water attractions, spas, swimming pools, filtration rooms, pumps and other aquatic facility equipment for said aquatic facility or facilities. 2. Perform the following pre-opening tasks to prepare for daily operation of said aquatic facility or facilities: • Organize, sanitize, make ready and otherwise prepare the front gate and/or admissions area for a timely opening according to the published aquatic facility-operating schedule. • Organize, sanitize, make ready and otherwise prepare the locker rooms, lavatories, and showers for daily operation. • Organize, sanitize, make ready and otherwise prepare pool decks, furniture, water attractions, spas, and swimming pools for daily operation. • Distribute, ready and position emergency rescue equipment for use. • Blow off all deck areas of debris. 3. Perform the following tasks throughout the day. These tasks must be done on an as needed basis but no less than every hour during the daily operation of said aquatic facility or facilities: • Collect and remove trash from all facility trash receptacles located inside and outside the pool patio area, including the outside eating area and the beach, • Check locker rooms/bathrooms and tennis bathroom located by the tennis courts for cleanliness, including but not limited all plumbing fixtures, floors, and trash receptacles. • Restock paper products in locker rooms/bathrooms, including the small tennis bathroom located by the tennis courts. Paper products will be provided by the Village. • Check tables located in the eating area for cleanliness wipe down with a clean cloth. • Check the beach area and surrounding area for cleanliness. • Check the beach area equipment, such as canoes, etc. to insure they are in proper working order, and secured nightly and notify the Village Public Works Director or his designee of any defects. jAworddoclrfp12021 rfp\aquatic services.doc Page 3 A daily checklist must be provided to the Village Public Works Director or his designee. The checklist must include the employee initials and checkmark showing tasks completed as needed but no less than on an hourly basis. 4. Provide the following closing tasks at the end of daily operation for said aquatic facility or facilities: • Collect and store emergency rescue equipment for future use on a daily basis. • Organize, sanitize, make ready and otherwise prepare the front gate and/or admissions area for a timely opening according to the published aquatic facility-operating schedule. • Organize, sanitize, make ready and otherwise prepare the locker rooms, lavatories, and showers for daily operation. 5. Perform facility inspection report of total facility. Provide detailed report to the Village on all deficiencies with the all facilities, including, but not limited to, all swimming pools, buildings, and structures. This report will be submitted weekly to the Village Public Works Director. Any immediate needs must be communicated as necessary. The Proposer will be given the opportunity to bid on repair work. All repair work will be considered separate from the Agreement for Aquatic Services. 6. Communication between the Proposer and the Village is critical. The Proposer will be responsible for ensuring effective communication with the Village Public Works Director or his designee. LIFEGUARDS: 1. Lifeguards should have current Lifeguard Training Certification. 2. The proper number of lifeguards, as required by law, must be available for the lap pool, wading pool, diving pool, and beach. 3. Lifeguards must have CPR and First Aid Certification through a nationally recognized lifeguard certification provider. 4. Proof of certification must be provided to the Village prior to opening the pools. 5. Provide, maintain and operate the following emergency rescue equipment for said aquatic facility or facilities: • Automatic External Deliberator • Supplemental Oxygen Support Unit • Bag Valve Mask • Oral Suction Device • Seal Easy Mask(s) • Rescue Tube(s) • Life Jacket(s) • Spinal Management and Extrication Board i:\worddoc\rfp\2021 rfp\aquatic services.doc Page 4 6 Enforce all rules and regulations by the Village, and suggest and advise with regard to additional rules and regulations for the operation of the pool. 7. A daily log for all operations areas of the swimming facilities will be kept. Log will include all chemical levels as required by the Local Health Department, filtration operations, and required cleaning. MANAGEMENT AND OTHER STAFFING: 1 Each Proposal shall include a Pool Manager as part of staffing. The Pool Manager will be in addition to the lifeguards required to operate the pools. The Pool Manager must have current Lifeguard Training Certification. The proposal shall include the resume of the assigned Pool Manager and he/she shall have at least three (3) years managing aquatics facilities of similar size and scope. 2. The Pool Manager duties shall include, but are not limited to, the following: Employ, train, assign, schedule, and supervise employees to safely operate said aquatic facility or facilities. Administer, supervise and otherwise manage the daily operations of said aquatic facility or facilities. Complete appropriate forms for any minor incidents describing the circumstances surrounding the incident. Major incidents that require calls to EMS shall be reported directly to the Director of Public Works, or his designee. Make the decision or recommendation to the Public Works Director or his designee for opening and closing the pool due to inclement weather. 3. Additional staff may include all other personnel to provide adequate supervision for public swimming, swim lessons, swim team practices and meets, any other organized pool activities such as private parties, and all duties included in the Request for Proposals. 4. Staff must operate and manage the membership check-in desk. i.lworddo6dpt2021 rfp�aquatic services.doc Page 5 The proposed hours of operation for the 2022 pool season are as follows: LAP POOL WADING POOL DIVING WELL BEACH EARLY SEASON May 28-30* 10:00 am-7:00 pm 10:00 am -6:00 pm 10:00 am -7:00 pm 12:00 pm -6:00 pm May 31 -June 3 4:00 pm -8:00 pm 4:00 pm -8:00 pm 4:00 pm -8:00 pm 4:00 pm -6:00 pm REGULAR SEASON June 4-August 14 Mon- Fri 11:00 am - 8:00 pm 10:30 am -6:00 pm 11:00 am - 8:00 pm 12:00 pm -6:00 pm Sat-Sun 10:00 am -8:00 pm 10:00 am -6:00 pm 10:00 am -8:00 pm 12:00 pm -6:00 pm EXCEPTION July 3rd & 4th 10:00 am-5:00 pm 10:00 am - 5:00 pm 10:00 am - 5:00 pm Closed LATE SEASON Aug 15-Sept 4 Mon - Fri 4:00 pm -8:00 pm 4:00 pm -8:00 pm 4:00 pm -8:00 pm 4:00 pm -6:00 pm Sat - Sun 10:00 am-7:00 pm 10:00 am -6:00 pm 10:00 am -7:00 pm 12:00 pm -6:00 pm September 5** 10:00 am -7:00 pm 10:00 am -6:00 pm 10:00 am - 7:00 pm 12:00 pm -6:00 pm LAP SWIM ALL SEASON Mon - Fri 6:00 am -9:00 am *Memorial Day is May 30, 2022 **Labor Day is September 5, 2022 Swim Team Practices 9:00 am - 11:30 am and 4:45 pm- 5:45 pm through the 3rd week in July (Lifeguards MUST be available and on duty for swim team practices) III. Questions about this RFP Questions and inquiries concerning this RFP may be directed to: Rick Valent Public Works Director Village of Oak Brook 1200 Oak Brook Road Oak Brook, Illinois 60523 630-368-5272 rvalent(a oak-brook.M jAworddoc\rfp\2021 rfp\aquatic services.doc Page 6 C. General Terms and Conditions 1. PREPARATION AND SUBMISSION OF PROPOSALS: a. The proposal shall be submitted in an opaque sealed envelope on or before the time stated and shall bear the name of the individual, firm, or corporation submitting the Proposal and the Project Name: "Oak Brook Bath &Tennis Club Aquatic Management Services." b. Proposers may attach separate sheets to the proposal for the purpose of explanation, exception, alternate proposal and to cover unit prices, if needed. c. Proposers may withdraw their proposal either personally or by written request at any time before the hour set for the proposal deadline, and may resubmit it. No proposal may be withdrawn or modified after the receipt of proposals except where the award of agreement has been delayed for a period of more than 120 days. d. In submitting this proposal, the Proposer further declares that the only person or party interested in the proposal as principals are those named herein, and that the proposal is made without collusion with any other person, firm or corporation. e. The Proposer further understands and agrees that if his proposal is accepted, he is to furnish and provide all necessary machinery, tools, apparatus, and cleaning supplies, and other means to do all of the work and to furnish all of the materials specified in the agreement, except such materials as are to be furnished by the owner (Village), in the manner and at the time therein prescribed, and in accordance with the requirements therein set forth. f. The Proposer further agrees to execute all documents within this Proposal Package, obtain a Certificate of Insurance for this work and present all of these documents to the Village within 15 days after the receipt of the Notice of Award and the Agreement by him. g. The Proposer further agrees to begin work not later than 10 days after receipt of the Notice to Proceed, unless otherwise provided, and to execute the work in such a manner and with sufficient materials, equipment and labor. h. By submitting a proposal, the Proposer understands and agrees that, if his proposal is accepted, and he fails to enter into an agreement forthwith, he shall be liable to the Village for any damages the Village may thereby suffer. 2. CONDITIONS: a) The Village is exempt from Federal excise tax and the Illinois Retailer's Occupation Tax. This proposal cannot include any amounts of money for these taxes. b) Any agreement or agreement resulting from the acceptance of this proposal by the Village shall be on forms either supplied by or approved by the Village's Legal Department. The Village reserves the right to reject any agreement that does not conform to the Request for Proposal and any Village requirements for agreements and contracts. I:\worddoc\rfp12021 rfp\aquatic services.doc Page 7 c) The Village reserves the right to request clarification of information submitted and request additional information as needed. d) The requirements of this RFP will be included in the agreement with the selected firm. 3. INDEMNIFICATION: The Proposer shall protect, indemnify, save, defend and hold forever harmless the Village and/or its officers, officials, employees, volunteers and agents from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and expenses, including without limitation court costs, insurance deductibles and attorney's fees and expenses, which the Village and/or its officers, officials, employees, volunteers and agents may incur, suffer or sustain, or for which the Village and/or its officers, employees and agents may become obligated by reason for any accident, injury to or death of persons or loss of or damage to property, or civil and/or constitutional infringement of rights (specifically including violations of the Federal Civil Right Statutes), arising indirectly or directly in connection with or under, or as a result of, this or any Agreement by virtue of any act or omission of any of the Proposer's officers, employees, subcontractors, and/or agents, provided that the Proposer shall not be liable for claims, obligations, damages, penalties, causes of action, costs and expenses arising solely by any act or omission of the Village's officers, officials, employees, volunteers and/or agents. The Proposer shall hold the Village harmless for any and all claims for labor, material, apparatus, equipment, fixtures or machinery furnished to the Proposer for the purpose of performing the work under the agreement; and the payment of all direct and indirect damages to any person, firm, company or corporation suffered or sustained on account of the performance of such work during the time the agreement is in force. 4. INSURANCE: Certificates of Insurance and Additional Insured Endorsement shall be presented to the Village within fifteen (15)days after the receipt by the Proposer of the Notice of Award and the unexecuted agreement, it being understood and agreed that the Village will not approve and execute the agreement nor will the bid guarantee be returned until acceptable insurance certificates are received and approved by the Village. Each Proposer performing any work pursuant to an agreement with the Village of Oak Brook and each permittee working under a permit as required pursuant to the provisions of Title 1, Chapter 8 of the Code of Ordinances of the Village of Oak Brook (hereinafter referred to as "Insured") shall be required to carry such insurance as specified herein. Such Proposer and permittee shall procure and maintain for the duration of the agreement or permit insurance against claims for injuries to persons or damages to property, which may arise from or in connection with the performance of the work under the agreement or permit, by either the contractor, permittee, or their agents, representatives, employees or subcontractors. A contractor or permittee shall maintain insurance with limits no less than: A. General Liability - $5,000,000 combined single limit per occurrence for bodily injury, personal injury and property damage, provided that when the estimated cost jAworddoc\rfp12021 rfp\aquatic services.doc Page 8 of the work in question does not exceed $5,000, the required limit shall be $500,000; B. Automobile Liability (if applicable) - $1,000,000 combined single limit per accident for bodily injury and property damage; C. Worker's Compensation and Employer's Liability - Worker's Compensation limits as required by the Labor Code of the State of Illinois and Employer's Liability limits of$1,000,000 per accident. Any deductibles or self-insured retention must be declared to and approved by the Village. At the option of the Village, either the insurer shall reduce or eliminate such deductible or self-insured retention as respects the Village, its officers, officials, employees and volunteers; or the Insured shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses to the extent of such deductible or self-insured retention. The policies shall contain, or be endorsed to contain, the following provisions: D. General Liability and Automobile Liability Coverage- (1) The Village, its officers, officials, employees and volunteers are to be covered as additional insureds as respects: liability arising out of activities performed by or on behalf of the Insured; premises owned, occupied or used by the Insured. The coverage shall contain no special limitations on the scope of protection afforded to the Village, its officers, officials, employee's volunteers or agents. (2) The Insured's insurance coverage shall be primary insurance as respects the Village, its officers, officials, employees, volunteers and agents. Any insurance or self-insurance maintained by the Village, its officers, officials, employees, volunteers or agents shall be in excess of the Insured's insurance and shall not contribute with it. (3) Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the Village, its officers, officials, employees, volunteers or agents. (4) The Insured's insurance shall apply separately to each covered party against whom claim is made or suit is brought except with respect to the limits of the insurer's liability. E. Worker's Compensation and Employer's Liability Coverage The policy shall waive all rights of subrogation against the Village, its officers, officials, employees, volunteers and agents for losses arising from work performed by the insured for the Village. Each insurance policy shall be endorsed to state that coverage shall not be suspended, voided, canceled by either party, reduced in coverage or in limits except after thirty (30) days prior written notice by certified mail has been given to the Village. Each insurance policy shall name the Village, its officers, officials and employees, volunteers and agents jAworddoc\fp\2021 Op\aquatic services.doc Page 9 as additional Insureds. Insurance is to be placed with insurers with a Best's rating of no less than A: VII. Each Insured shall furnish the Village with certificates of insurance and with original endorsements effecting coverage required by this provision. The certificate and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The certificates and endorsements are to be on forms approved by the Village and shall be subject to approval by the Village Attorney before work commences. The Village reserves the right to require complete, certified copies of all required insurance policies, at any time. Each insured shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein. 5. SAFETY: The Proposer and any subcontractors shall comply with all the provisions of the Federal Occupational Safety and Health Act of 1970(84 Stat. 1590), as amended. 6. EQUAL OPPORTUNITY: The Proposer will not discriminate against any employee or applicant for employment because of race, color, religion, sex, ancestry, national origin, place of birth, age or handicap unrelated to bona fide occupational qualifications. 7. EXECUTION OF DOCUMENTS The Proposer, in signing his Proposal overall or on any portion of the work, shall conform to the following requirements: Proposals signed by an individual other than the individual represented in the Proposal documents shall have attached thereto a power of attorney evidencing authority to sign the Proposal in the name of the person for whom it is signed. Proposals, which are signed for a partnership, shall be signed by all of the partners or by an attorney-in-fact. If signed by an attorney-in-fact, there shall be attached to the Proposal a power of attorney evidencing authority to sign the proposal, executed by the partners. Proposals, which are signed for a corporation, shall have the correct corporate name thereof and the signature of the President or other authorized officer of the corporation manually written below the corporate name. If an official other than the President of the Corporation manually signs such Proposal, a certified copy of a resolution of the board of directors evidencing the authority of such official to sign the Proposal should be attached to it. Such Proposal shall also bear the attesting signature of the Secretary of the corporation and the impression of the corporate seal. The Agreement shall be deemed as have been awarded when formal notice of award shall have been duly served upon the intended awardee. j lworddoc\rfp\2021 rtp\aquatic services.doc Page 10 8. NON-DISCRIMINATING: The Vendor, its employees and subcontractors, agrees not to commit unlawful discrimination and agrees to comply with applicable provisions of the Illinois Human Rights Act, the U.S. Civil Rights Act and Section 504 of the Federal Rehabilitation Act, and rules applicable to each. 9. NEGOTIATIONS: The Village reserves the right to negotiate specifications, terms, and conditions, which may be necessary or appropriate to the accomplishment of the purpose of the RFP. The Village may require the entire proposal be made an integral part of the resulting agreement. This implies that all responses, supplemental information, and other submissions provided by the Proposer during discussions or negotiations will be held by the Village as contractually binding on the successful Proposer. 10. INCURRED COSTS: The Village will not be liable in any way for any costs incurred by respondents in replying to this RFP. Proposer agrees to comply with all laws, ordinances, and rules of the Village and the State of Illinois. 11. PROPOSER RESPONSIBILITIES: The selected Proposer will be required to assume responsibility for all services offered in this proposal. The Owner will consider the selected Proposer to be the sole point of contact with regard to contractual matters, including payment of any and all charges resulting from the agreement. 12. PAYMENT: The Village authorizes the payment of invoices on the second and fourth Tuesday of the month. For consideration on one of these dates, payment request must be received no later than fourteen (14)days prior to the second or fourth Tuesday of the month. 13. PREVAILING WAGES: Prevailing Wage Act (820 ILCS 130), as amended, except where a prevailing wage violates a federal law, order, or ruling, the rate conforming to the federal law, order, or ruling shall govern. If the Department of Labor revises the wage rates, the revised rate, as made available on the Department's official website, shall apply to this agreement and the Proposer will not be allowed additional compensation because of said revisions. The Proposer shall be responsible to notify each subcontractor of the wage rates set forth in this agreement and any revisions thereto. Proposer will comply with the Illinois prevailing wage law, as amended from time to time and made available on the Department of Labor's official website. Not less than the prevailing rate of wages as found by the Illinois Department of Labor shall be paid to all laborers, workers and mechanics performing work under the Agreement. If the Department of Labor revises the prevailing rate of wages to be paid laborers, workers or mechanics under the Agreement, the revised prevailing rate of wages shall apply to the j:\worddoc\rfp\2021 rfp\aquatic services.doc Page 11 Agreement and Proposer shall have the sole responsibility and duty to pay, and ensure that all Subcontractors pay, the revised prevailing rate of wages to each person to whom a revised rate is applicable. Revision of the prevailing wages shall not result in an increase in the Agreement sum or other cost to Village of Oak Brook. Proposer shall indemnify, defend and hold Village of Oak Brook harmless from any loss, including but not limited to Village of Oak Brook's attorney's fees, resulting from Proposer's failure to comply with this prevailing wage clause. All bonds applicable to the Agreement shall include a provision as will guarantee the faithful performance of the obligation to pay the prevailing rate of wages. The Proposer and each subcontractor shall make and keep, for a period of not less than 3 years, records of all laborers, mechanics, and other workers employed by them on the project; the records shall include each worker's name, address, telephone number when available, last four digits of their social security number, gender, race, ethnicity, veteran status, classification or classifications, the hourly wages paid in each period, the number of hours worked each day, the starting and ending times of work each day, the worker's hourly rate, the worker's hourly overtime wage rate, the worker's hourly fringe benefit rates, the name and address of each fringe benefit fund, the plan sponsor of each fringe benefit, if applicable, and the plan administrator of each fringe benefit. The Proposer and each subcontractor shall submit monthly, in person, by mail, or electronically a certified payroll to the Department of Labor, or to the public body if the Department of Labor has yet to activate the database created by Section 5.1 of 820 ILK'S 130. The certified payroll shall consist of a complete copy of the records. The certified payroll shall be accompanied by a statement signed by the proposer or subcontractor which states that: (i) such records are true and accurate; (ii) the hourly rate paid to each worker is not less than the general prevailing rate of hourly wages required; and (iii) the proposer or subcontractor is aware that filing a certified payroll that he or she knows to be false is a Class B misdemeanor. Upon 7 business days' notice, the proposer and each subcontractor shall make available for inspection and copying at a location within this State during reasonable hours, the records to the public body in charge of the project, its officers and agents, and to the Director of Labor and his deputies and agents. The Proposer and each subcontractor shall permit his/her employees to be interviewed on the job, during working hours, by compliance investigators of the Department or the Department of Labor. 14. DEFAULT: The agreement may be canceled or annulled by the Owner in whole or in part by written notice of default to the Proposer upon nonperformance or violation of agreement terms. An award may be made to another Proposer with services similar to those so terminated. Failure of the Proposer to deliver services within the time stipulated on his offer, unless extended in writing by the Owner, shall constitute agreement default. 15. AGREEMENT: The successful proposer agrees that upon acceptance of its proposal by the Village of Oak Brook this Request for Proposal, along with all instructions, conditions, and specifications attached thereto, constitute a binding agreement, which may be enforced by the Village. is\worddoc\rfp\2021 rfp\aquatic services.doc Page 12 16. AGREEMENT EXTENSION: At the conclusion of the 2022 pool season, the Village of Oak Brook reserves the right to award an annual agreement extension for each following years, not to exceed 4 years (2023, 2024, 2025 and 2026), to the current Proposer. Determination will be made annually solely by the Village of Oak Brook with the concurrence of the Proposer and will be determined no later than 24 weeks following the pool season. 17. FORCE MAJEURE: A force majeure occurrence is an event or effect that cannot be reasonably anticipated or controlled and is not due to the negligence or willful misconduct of the affected party. Unless otherwise agreed in the agreement between the parties expressly or impliedly, where a party to an agreement fails to perform one or more of its contractual duties, the consequences set out in this clause will follow if and to the extent that the party proves: (a) that its failure to perform was caused by an impediment beyond its reasonable control; (b) that it could not reasonably have been expected to have taken the occurrence of the impediment into account at the time of the signing of the agreement; and (c) that it could not reasonably have avoided or overcome the effects of the impediment. A party invoking this clause shall be presumed to have established the conditions described in the preceding paragraph in the case of the occurrence including, but not limited to, one or more of the following impediments or other similar causes beyond the control of the proposer or the Village in the performance of the agreement where non-performance, by exercise of reasonable diligence, cannot be prevented: • acts of God or natural disaster such as but not limited to violent storm, cyclone, typhoon, hurricane, tornado, blizzard, earthquake, volcanic activity, landslide, tidal wave, tsunami, flood, damage or destruction by lightning, drought; • acts of war (whether declared or not), armed conflict or the serious threat of the same (including but not limited to hostile attack, blockade, military embargo), hostilities, invasion, act of a foreign enemy, extensive military mobilization; • civil war, riot, rebellion, revolution, military or usurped power, insurrection, civil commotion or disorder, mob violence, act of civil disobedience; • acts of public enemies, acts of terrorism, sabotage or piracy; • plague, epidemic, pandemic, outbreaks of infectious disease or any other public health crisis, including quarantine or other employee restrictions; jAworddoc\rfp\2021 rfp\aquatic services.doc Page 13 act of authority whether lawful or unlawful, compliance with any law or governmental order, rule, regulation or direction, curfew restriction, expropriation, compulsory acquisition, seizure of works, requisition, nationalization; explosion, fire, destruction of machines, equipment, factories and of any kind of installation, prolonged break-down of transport, telecommunication or electric current; general labor disturbance such as but not limited to boycott, strike and lock- out, go-slow, occupation of factories and premises; shortage or inability to obtain critical material or supplies to the extent not subject to the reasonable control of the subject Party. The affected party shall provide the other party with written notice of any force majeure occurrence as soon as the delay is known and provide the other party with a written contingency plan to address the force majeure occurrence. Furthermore, the affected party shall use its commercially reasonable efforts to resume proper performance within an appropriate period of time. Notwithstanding the foregoing, if the force majeure condition continues beyond 30 days, the parties to the agreement shall jointly decide on an appropriate course of action that will permit fulfillment of the parties' objectives under the agreement. Proposer shall not be entitled to an adjustment in agreement price or other non-price related items caused by or within the control of proposer. Delay, disruption, and interference attributable to and within the control of a subcontractor or supplier shall be deemed to be within the control of proposer. 18. INDEPENDENT CONTRACTOR: There is no employee/employer relationship between the Proposer and the Village. Proposer is an independent contractor and not the Village's employee for all purposes, including, but not limited to, the application of the Fair Labors Standards Act minimum wage and overtime payments, Federal Insurance Contribution Act, the Social Security Act, the Federal Unemployment Tax Act, the Worker's Compensation Act (820 ILCS 305/1, et seq.). The VILLAGE will not (i) provide any form of insurance coverage, including but not limited to health, worker's compensation, professional liability insurance, or other employee benefits, or (ii) deduct any taxes or related items from the monies paid to Proposer. The performance of the services described herein shall not be construed as creating any joint employment relationship between the Proposer and the Village, and the Village is not and will not be liable for any obligations incurred by the Proposer, including but not limited to unpaid minimum wages and/or overtime premiums, nor does there exist an agency relationship or partnership between the Village and the Proposer. 19. GOVERNING LAW: The laws of the State of Illinois as to interpretation, performance and enforcement shall govern this Agreement. The forum for resolving any disputes concerning the jAworddoc\rfp\2021 rfp\aquatic services.doc Page 14 parties' respective performance or failure to perform under this Agreement shall be the Circuit Court for the Eighteenth Judicial Circuit, DuPage County, Illinois. Section 2. Proposal Instructions A. General Information Six (6) copies of the proposal shall be submitted in a sealed envelope to: Rania Serences Senior Purchasing Assistant Village of Oak Brook 1200 Oak Brook Road Oak Brook, IL 60523 and clearly marked on the outside of the envelope "Oak Brook Bath & Tennis Club Aquatic Management Services" on or before 3:00 p.m. Thursday, January 13, 2022. Any proposal received after this date and time will be refused. B. Documents/Information to be Submitted: Proposal Form (Section C below), Detailed cost Spreadsheet and Narrative References (Section D below) Consultants Certification (Section E below) Sexual Harassment Policy (Section F below) Statement of Qualifications • Provide background information on your firm including, but not limited to, the age of the business, the number of employees, and pertinent financial data that will permit the Village to determine the capability of the proposer to meet all contractual requirements. • List the abilities, qualifications, and experience of the persons who would be assigned to the engagement and their experience on similar agreements. Project Approach • Terms and Conditions List any terms and conditions, which may apply to this agreement and are not included in this RFP. • Additional Information and Comments Include any other information you believe to be pertinent but not specifically mentioned elsewhere. jAworddo6rfp\2021 rip\aquatic services.doc Page 15 C. Proposal Form In compliance with this Request for Proposals, and subject to all conditions thereof, the undersigned offers and agrees, if this proposal is accepted, to furnish the services as outlined herein for the Village of Oak Brook, subject to modification through negotiations. The time and material, not to exceed, cost proposed shall include all anticipated expenses. Time and Material (including expenses) Not-to-Exceed Cost to conduct the Oak Brook Bath & Tennis Club Aquatic Management Services for the 2022 Pool Season as indicated in the Scope of Services Alternate Proposal: 1) Not-to-Exceed Cost to conduct only the aquatic facility management (pool check-in, lifeguarding, day-to-day operations, etc.) for the Oak Brook Bath & Tennis Aquatic Facility for the 2022 Pool Season 2) Not-to-Exceed Cost to conduct only the maintenance and repair services, supply pool chemicals, and open/close services the Oak Brook Bath & Tennis Aquatic for the 2022 Pool Season Include with your proposal a spreadsheet indicating the hourly rates, estimated expenses, and any other anticipated costs that are included in the above NTE cost. Also, include a full narrative that describes your overall process for maintenance and repair, and lifeguard services. jAworddodrfp\2021 rfplaquatic services.doc Page 16 Firm Name: Address: City, State, ZIP: Signature: Name Printed: Title: Telephone: Date: If a Corporation: ATTEST: Secretary jAworddoc\rip12021 Op\aquatic services.doc Page 17 D. References Your Company Name: (Please Print) The Proposer shall list five (5) current references with needs similar to the Village of Oak Brook for whom Proposer has provided comparable services. Please include company name, address, telephone number, year(s) employed by referenced firms, contact person, and type of work you performed for that entity. 1. Company Name/Municipality: Address: Phone: ( ) Contact Person: Type of Work and Date Performed: 2. Company Name/Municipality: Address: Phone: ( ) Contact Person: Type of Work and Date Performed: jAworddoc\rfp\2021 rfp\aquatic services.doc Page 18 3. Company Name/Municipality: Address: Phone: ( ) Contact Person: Type of Work and Date Performed: 4. Company Name/Municipality: Address: Phone: ( ) Contact Person: Type of Work and Date Performed: 5. Company Name/Municipality: Address: Phone: ) j:\worddoc\rfp12021 rfp\aquatic services.doc Page 19 Contact Person: Type of Work and Date Performed: j\worddoc\rfp12021 rfp\aquabc services.doc Page 20 E. Proposals Certification The undersigned, being first duly sworn an oath, deposes and states that he has the authority to make this certification on behalf of the proposer for the construction, product, commodity, or service briefly described as follows: "Oak Brook Bath & Tennis Club Aquatic Management Services" 1) The undersigned certifies that, pursuant to Chapter 720, Section 5/33E of the Illinois Compiled Statutes, 1993, the proposer is not barred from bidding on this agreement because of a conviction for the violation of State of Illinois laws prohibiting bid rigging or bid-rotating. 2) The undersigned states under oath that, pursuant to Chapter 65, Section 5/11-42.1-1 of the Illinois Compiled Statutes, 1993, the proposer is not delinquent in the payment of any tax administered by the Illinois Department of Revenue. 3) The undersigned certifies that, pursuant to Chapter 775, Section 5/2-105. of the Illinois Compiled Statutes, 1993, the proposer has a written sexual harassment policy in place including the following information: a) An acknowledgment of the illegality of sexual harassment. b) The definition of sexual harassment under State law. c) A description of sexual harassment, utilizing examples. d) The Consultant's internal complaint process including penalties. e) The legal recourse, investigative and complaint process available through the Illinois Department of Human Rights and the Human Rights Commission. f) Directions on how to contact the Department or the Commission. This business firm is: (check one) Corporation Partnership Individual Firm Name: Address: City, State, ZIP: Signature: Name Printed: Title: Telephone: Date: j:\worddo6rfp\2021 rfp\aquatic services.doc Page 21 ATTEST: -SEAL- SUBSCRIBED AND SWORN TO before me this day Of 2022. Notary Public j:\worddoc\rfp\2021 rfp\aquatic services.doc Page 22 F. Sexual Harassment Policy hereinafter referred to as"Proposer'having submitted a bid/proposal for to the Village of Oak Brook DuPage/Cook Counties, Illinois, hereby certifies that said Consultant has a written sexual harassment policy in place in full compliance with 775 ICS 5/2-105(A)(4)including the following information- 1) nformation-1) An acknowledgment of the illegality of sexual harassment. 2) The definition of sexual harassment under State law. 3) A description of sexual harassment, utilizing examples. 4) The Proposer's internal complaint process including penalties. 5) The legal recourse, investigative and complaint process available through the Illinois Department of Human Rights and the Human Rights Commission. 6) Directions on how to contact the Department or the Commission. 7) An acknowledgment of protection of a complaint against retaliation as provided in Section 6-101 of the Human Rights Act. Each consultant must provide a copy of such written policy to the Illinois Department of Human Rights upon request. By: Authorized Agent of Proposer Subscribed and sworn to before me this day of 2022. Notary Public jAworddoc�rfp2021 rfp�aquatic services.doc Page 23 Section 3. Review Process A. Evaluation of Proposals and Selection The proposals received will be evaluated by the Village on the basis of professional qualifications, previous experience on similar projects, key personnel assigned to the project, satisfaction of previous clients on work performed for them, current billing rates of the firm, and the proposal that best meets the needs of the Village. This proposal is not intended to be detailed; it is intended to be an expression of interest in providing services for the project, as well as to provide background information on the firm and its professional qualifications. Firms will be contacted during the evaluation if further information is needed. The Village may choose to interview one or more firms before final selection is made. This Request for Proposal does not commit the Village to award an agreement, to pay any costs incurred in the preparation of a proposal based on this request, or to procure or agreement for services. All proposals submitted in response to this Request for Proposal become the property of the Village. The Village reserves the right to accept or reject any or all proposals received as a result of this request, to negotiate with qualified consultants, or to cancel in part or in its entirety the Request for Proposal, if it is in the best interest of the Village to do so. The Village may require the consultant selected to participate in negotiations concerning agreement price or the nature and extent of services to be provided. The results of such negotiations shall be incorporated into the final agreement between the Village and its consultant. B. Basis of Award Village staff will perform an evaluation of the proposals received. Appropriate finalist(s) may be interviewed by the Village, after which a selection will be made. The Village reserves the right to reject any or all proposals, to waive any informality or technical error, and to accept any proposal deemed most favorable to the interests of the Village. The Village will review proposals based on the following criteria: 1) Compliance with RFP. Adherence to all conditions and requirements of the RFP. 2) Understanding of the Project. The Proposer understands of the engagement, the Village's objectives, and the nature and scope of the work involved. 3) Services to be Provided. The exact type and nature of the proposer's proposed services and how they accomplish the objectives of the project. 4) Qualifications of the Proposer. The Proposer's capability in all respects to perform fully all agreement requirements, and the integrity and reliability, which will assure good faith performance. This criterion includes: • The experience of the firm and its record on projects of a similar nature. • Personnel to be assigned to the project, their education, qualifications, and experience on similar projects. jAworddoclrfp12021 rfp�aquatic services.doc Page 24 The availability of necessary personnel and other resources to successfully complete the project specified herein on a timely basis. 5) Costs. Proposed agreement price. 6) Ability, capacity and skill to fulfill the agreement as specified. 7) Ability to supply the commodities; provide the services or complete the construction promptly, or within the time specified, without delay or interference, 8) Character, integrity, reputation, judgment, experience and efficiency. 9) Quality of performance on previous agreements. 10)Previous and existing compliance with laws and ordinances relating to the agreement. 11)Sufficiency of financial resources. 12)Quality, availability and adaptability of the commodities, services or construction, in relation to the Village's requirements. 13)Ability to provide future maintenance and service under the agreement. 14)Number and scope of conditions attached to the proposal. 15)Record of payments for taxes, licenses or other monies due the Village. 16)The Village of Oak Brook will select an organization with the experience, commitment, vision, financial ability, and technical competence necessary to operate and manage the pools. 1�worddoclrfpl2021 rfptaquatic services.doc Page 25 EXHIBIT B PROPOSAL SUBMITTED BY CHICAGOLAND POOL MANAGEMENT, INC. Chicagoland Pool Management ORIGINAL Swimming Pool Management Proposal g p for Oakbrook Bath and Tennis Club a: V, t 00* We make your pool We tower your risk M��ere when you safer Chicagoland Pool Management Chicagoland Pool Management & Our Parent Company We're a proud partner of The Pool Management Group-the parent company of 17 swimming pool management companies located primarily in the mid-western,southeastern,and southwestern United States. Over the past 37 years,our parent company has established and replicated sound business practices for swimming pool management and operations. The Pool Management Group helps us succeed by providing broad and deep layers of support to our team: • optimized operational processes • backup personnel • pool risk management strategies • back-end business services • liability insurance policies • national buying power • financial strength • pool expertise and industry knowledge • research and development in pool risk management,operations,and lifeguard training We combine our local market presence and expertise, with the sophisticated operational and risk management strategies enabled by The Pool Management Group, to deliver unparalleled levels of safety, efficiency, and patron satisfaction. -_-- We W feruke your mial . . ;We lower your risk need us ere when you Chicagoland Pool Management Pool owners and governing boards are open to substantial risks & liabilities. We provide unparalleled levels of patron safety and customer risk management. We make your pool IN6 Safety Advisory Beard Each year research findings shed new light on pool safety and The Pool Management Group's Safety Advisory Board acts to incorporate new processes that can help save a life throughout our processes and training. Our safety advisory board consists of key personnel from throughout The Pool Management Group Family and internationally known safety expert, Dr.Tom Griffiths. Dr. Tom Griffiths also acts as a consultant and advisor to us throughout the year. Advanced Lifeguard Training Beyond the Standard The fact is that our training and techniques address drowning risks of which many pool operators are not even aware. After completing our 3+hours of Advanced Lifeguard Training series(this is training in addition to certifications),our lifeguards report feeling more confident,better trained, aware of situations they had never considered,and grateful for the knowledge. Proprietary new training developed in-house for the 2014 season addressed 1) the psychological aspects and techniques for staying focused as a lifeguard and 2)new scanning techniques to better identify swimmers in trouble. Other proprietary training topics include surface refraction/glare techniques,'invisible bodies'training,Shallow Water Blackout Training and Body on the Bottom® Testing. Proprietary On-line Training Platform Our lifeguards now access our advanced lifeguard training through our on-line training platform. Material is presented in various forms: video demonstrations,graphs/illustrations, pictures,and voice over with text. This allows us to ensure that every lifeguard is receiving the same high quality training (even those hired late in the season)and,as important,we're ensuring that lifeguards are absorbing the material presented,thanks to periodic testing throughout the training. AWL :We make your pool We lower your risk We're there when you IELMA fier us Chicagoland Pool Management Annual Pool Patron Safety Campaigns We believe pool safety is greatest when everyone understands the risks associated with swimming pools and how to deal with those risks. Our 2017 safety campaign explained that it's impossible for a lifeguard to watch every person in the pool at all times and the only way to guarantee a child's safety is to be in the water with the child. We believe these safety campaigns are important contributors to creating a safe environment, ,&, e lower your risk Comprehensive Liability insurance Facilities that want the lowest financial risk choose us. Inadequate coverage can result in significant financial exposure to owners in the event of a swimming pool injury or death. While our focus is on prevention,aquatic experts agree that accidents happen even at the best run pools. That's why our comprehensive insurance package includes General Liability, Professional Liability&Punitive coverage with$20 million dollar limits. This large limit is a requirement,not an extravagance,as pool accident judgments have been awarded for multi-millions. Financial Security Small businesses are susceptible to cash flow instability and constraints,particularly in our seasonal businesses and in an economy where lending has become severely restricted. Through The Pool Management Group we receive financial support and security. Rest assured,we have the backing to keep your pool running well and open all season. Emergency back-up: Management personnel & technician teams Illnesses,accidents,and emergencies happen. For many organizations like ours the loss of key management personnel could result in severe disruption to pool operations. However,as our customer,you're protected. Our parent company provides us both management personnel and technician back up teams,ready for deployment as needed to keep your pool fully operational. We make your pool We lower your risk JJ1JL&re when you ••0Icagoland Pool Management W need us Responsive and Easy We know you want a quick response when you have a question or a pool issue. Being available 24 hours a day/7 days a week means no wondering when you'll hear from us. Repairs and Renovations We have skilled repair technicians ready to dispatch at a moment's notice and renovation know- how for larger projects. We can take care of all of your pool needs. National diagnostic team and parts sourcing We know that not having access to the right mechanical part is the at The Pool Management Group ber one reason pools are closed during the season. When needed,our national support tea steps in with help diagnosing issues and obtaining critical hard-to-find parts w ave you reaching hinrunng as winto arehouses at one of our Partner Companies to a multitude of v quickly as possible. Information When You Need It Our parent company monitors water quality education as well as legal decisions and keeps us up- to-date on developments,so we can respond rapidly to any changes needed at your pool. You can count on getting accurate timely information. We're here to help minimize your financial risk, protect your pool investment, and ensure an enjoyable & safe swim season. We're there w We make your goat tower your risk need us safer i Chicagoland Pool Management Liability Insurance Limits F a that 4a t t t nvre rise zhor r' our $20 n"tbn W"Wilinte cov"ap is the most comprehensive in the industry. Our focus is on prevention. but it an accident occurs at , Million your pool,won't you want a company with adequate prcateEPW insuranceCHICAGOLAND •aa MANAGEMENT ui E � II $5 Million insurance ANOTHER COMPAW �l We make your pont We tower your _. safer i ChiCagoland Pool Management Liability Insurance Explained Liability insurance policies for high risk situations, like lifeguard staffing,can be complicated. Below we explain: • How primary policy and excess policy limits work • Coverage is per event, not per pool • The difference in Professional Liability and General Liability • Punitive Damages coverage • Excess Coverage"follows form" of the primary policy Aquatic safety experts agree that even at the best run pool accidents can happen,which is why liability insurance is such an important part of risk management. Lawsuits resulting from swimming pool injuries and deaths have result are large m part of 1 million dollar judgments (see enclosed o dol( Mers nsa near,drowning. These facts lead us the damages,can run into the millions to conclude that$20 Million insurance limits and Professional Liability coverage are necessary. Professional Liability and General Liability Coverage Potential exposures osures at swimming pools involve some events that would only be covered by Professional Liability Insurance and some events that would only is ot avcled by GeneGeneral Liability Insurance. The distinction between the two policies The g important thin to know is that if a swimming pool management company only has General Liability coverage, and does not have Professional Liability coverage, there are exposures that are not covered by insurance. While there are many possibilities,an example may be helpful: If someone is injured at the pool there may be a claim resulting from that injury. This claim would fall under the General Liability policy. If,however,a lifeguard ths airn would fall provided care and as a result of the care provided the person is injured fu under the Professional Liability policy. Determining if a Policy Includes Professional Liability Coverage Most General Liability insurance policies have an exclusion for Professional Liability exposures, When a policy includes coverage for Professional Liability exposures the the policy. So, rather than stating in the positive that Professional exclusion clause is not in Cho We make your pool We lower your risk safer Chicagoland Pool Management ex osures are covered, a policy includes coverage for Professional Liability Liability P exposures if the policy does not include the exclusion clause. Primary Policy and Excess Policy limits Pool management liability insurhich is usually$1 million in coverage per claim. The Primary Liability policy(GL Policy),weach er occurto the rence,meaning there is$1 million available forsometimeslcaled Umbrella Policy is P There may be an Excess Policy policy limit(such as $3 Million). or settlement that is higher than Policy) on top of the Primary Policy to cover a judgment cY t is the Primary poli limit. The Excess Policy designates a total annual amount the excessacoveragete as it is used. if the Primary Policy limit is exceeded in any year,then ick u coverage for any other events, up to the amount of the excess coverage. would p p Primary Policy + Fxce Poli -TOTAL COVERAGE policy and has a$20 Million limit it will likely be a$1 million dollar primary p Y So)ifacom company Y $19 million excess coverage. $ 1,000,000 + 19 0 Q $20,000,000 primary Another company may have a $5 Million limit, which is likely a $1 million dollar p policy and $4 million excess coverage. $1,000,000 + 0 0 $5,000,000 Here is how it works: primary policy pays If there is a claim and judgment in the amount of$5 million,then the p $1 million,and the excess policy pays$4 million. ment would leave $15 In the case of a company with $20 Million limits, a$5 million iondg another $1 million in million of excess coverage for that year ($19$1 st 'lhave $16 million available if there is a primary policy coverage). So, they would second claim. We make your pool We lower your risk z. Safer Chicagoland Pool Management In the case of a company with $5 Million limits, $0 of excess coverage would thatyear($4 Million-$4 Million),but there would be another$1 million in pr mart'polior coverage. So, they would have$1 million available if there is a second claim. P y And, in the case of a company with less than $5 Million limits,there would not be enough insurance coverage to cover the judgment. g Punitive Damages Coverage Juries may provide for two types of payments for damages: actual damages and damages. Punitive damages judgments are in addition to the judgment for actual damages.punitive Even when punitive damages are limited by state law, they can be extreme) la instance, if state law limits punitive damages to two times (2x) actual damages, his an still be a very large number. Since cases exist where medical bills alone (included in actual damages)were over$2 million, this"limited"punitive damages number could potential) be over $4 million, with a total judgment of over $6 million (actual damages + punitive damages). As with Professional Liability,liability insurance policies often have an exclusion damages. When a policy includes coverage for punitive damages the exclus on clause sitnot in the policy. So, rather than stating in the positive that punitive damages are covered of a Policy includes coverage for punitive damages if the policy does not contain the exclusion n Excess Policies follow the form of the Primary Policy, The coverage provided by Excess policies is determined bthe coverage that is provided by the Primary y Policy(GL Policy). So, the language of the Primary Policy is what is important i determining what is covered and what is not covered, and the details of the covera n a may not be spelled out in the Excess Policies. g y ) We �YIDU� �.m - - !lowerWete when��� your risk ire � need us Chicagoland Pool Management SWIMMING POOL MANAGEMENT AGREEMENT This Agreement, between Chicagoland Pool Management (the"Company")and Oak Brook Bath and Tennis Club (the "Customer"), is to provide for the staffing,water chemistry maintenance and cleaning by the Company at the Customer's pool located at,800 Oak Brook Rd,Oak Brook IL, 60523, in accordance with the specifications, conditions, and terms set forth herein. Company has no duties with regard to pool or facilities other than those explicitly stated herein. 1. EFFECTIVE DATE, This Agreement, when executed by both parties hereto, shall become effective on March 1,for the 2022 Pool Year,extending through October 31, 2022. About Us We're a local company that is part of The Pool Management Group family of companies. From advanced lifeguard training and testing,to our national back up team for key personnel,to industry thought leadership, our customers receive the rewards of a large national company combined with our local expertise. As a result,we are able to provide high levels of quality,safety and risk reduction. 2. PERSONNEL. Company will provide pool staff, including lifeguards,for operation of Customer's pool. The Company will provide training and testing of the lifeguards working at Customer's facility that significantly exceed the industry norm. *Please see Section 5 for more details on personnel. 3. INSURANCE/LIABILITY. The Company will maintain a comprehensive insurance package including General Liability, Professional Liability& Punitive coverage with$20 million dollar limits. While this is a significant limit, Company asserts it is a requirement and not an extravagance, as pool accident judgments have been awarded for multi-millions. The Company agrees to maintain, at a minimum, $20 million liability insurance coverage for the length of this Agreement. *Please see section 6 for more information on liability insurance Q.VALUE ADDED SERVICES. Service components well beyond the standard pool management services are provided as part of this Agreement. Value Added Services Description Advanced Lifeguard Training Proprietary training is given to our lifeguards and goes beyond the standard lifeguard training. Training focuses on critical risks and dangers that many pool operators are not even aware of. Topics include advanced scanning techniques,lifeguard distractions,bodies disappearing underwater and more. On-line Lifeguard Training Through The Pool Management Group,our advanced training is administered on-line with custom video and audio learning. This proprietary on-line system has testing throughout to ensure lifeguards view and are tested on all material. Summer Safety Campaign Posters are placed at facilities(and information posted on-line)as part of our annual pool safety campaign aimed at pool patrons. The safety campaign is designed to increase awareness of pool hazards and prevent drowning. Body on the Bottom Testing Proprietary testing is completed at pools throughout the season to enhance lifeguards'ability to identify and save bodies underwater. National Safety Advisors Collectively,with The Pool Management Group family of companies,we contract with prominent safety advisors to ensure our water safety standards remain at high levels. National Back Up Team In the event of a need,we will utilize back up personnel available through The Pool Management Group. From President to pool technician positions, our team is backed up in the event of injury or other emergency. National Parts Sourcing When local parts distributors do not carry a part needed to keep your pool up and running,we will utilize the support team at The Pool Management Group for a nationwide search to find the right part and order it promptly. Up to Date Information Through The Pool Management Group,important governmental decisions and water safety developments are monitored so we can provide accurate timely information. Risk Reduction Our safety and training standards increase safety and reduce risk at your pool. However,even at the safest pools,accidents can happen,so we carry Professional Liability Insurance with$20 million of coverage. 5. PERSONNEL. (a) All Company personnel who will work at the Customer's pool in fulfilling the terms of this Agreement, including all lifeguards,shall be employed solely by the Company and be employees of the Company. No lifeguard shall be engaged by the Company as an "Independent Contractor"to fulfill the terms of this Agreement. (b) All lifeguards employed by the Company shall have the minimum standard American Red Cross Basic Lifeguarding Certificates or Lifeguard Training Certificates,or the equivalent, as well as Professional Rescuer CPR,and then shall go through Company's proprietary lifeguard training and testing which provides knowledge and awareness well beyond the industry standard. (c) Company is solely responsible for selecting competent and qualified lifeguards for the safe operation of the Customer's swimming pool. (d) Personnel will be trained by the Company. Personnel not performing up to the standards of the Customer will be replaced by the Company within 24 hours. (e) Company is responsible for exercising control over the activities performed by the lifeguards. Lifeguards will be supervised by Company management personnel. (f) The Company agrees to pay the following for Company's employees, including all lifeguards: Wages Income tax withholdings Social Security withholdings State unemployment insurance Federal unemployment insurance Workmen's Compensation insurance (g) Lifeguards shall have the authority to discipline swimmers and any and all other persons within the pool facility within their best judgment and sole discretion consistent with the published and posted rules of the Customer and minimum safety standards as established herein. Customer agrees to support Company's lifeguards in enforcing the rules with Customer's patrons. (h) Whereas,Company has responsibility for providing lifeguards,water chemistry maintenance and cleaning of Customer's swimming pool,various Company personnel will be responsible for the following duties: (1) Lifeguarding main pool. (2) Checking water chemistry and recording readings every two(2)hours. (3) Maintaining chemical balance of pool water. (4) Vacuuming pool frequently enough that the pool is always clean. (S) Cleaning tiles around pool edge. (6) Backwashing filter system. (7) Checking and recording filter pressure gauge readings and flow meter readings daily. Taking corrective measures as indicated. (8) Cleaning bathhouse throughout the day. (9) Cleaning swimming pool area. (10) Emptying trash. (11) Straightening deck furniture. (12) Replenishing janitorial supplies in bathhouse. (13) Enforcing rules of the Customer for safety and convenience of Customer's members. (14) Assisting Customer in collecting guest fees and monitoring membership,as long as the task does not interfere with lifeguarding. (i) Whereas,Company will invest substantial resources to train and convey information concerning operational techniques and management procedures to its employees at Customer's facility and Customer acknowledges that such information and investment is a valuable asset of Company's business,Customer agrees not to hire or consult (without the prior written consent of Company)any employee or former employee of the Company for a period of one year from the date of expiration or cancellation of this agreement. 6. INSURANCE/LIABIUTy. The Company shall maintain and keep in full force the following coverage: (a) Professional Liability Insurance and General Liability Insurance in the amount of$20,000,000. (b) Worker's Compensation insurance covering all persons engaged on behalf of the Company in the performance of the terms of this Agreement. Company agrees to indemnify and hold Customer, its officers,committees,and agents harmless from and against any claims caused by or arising out of the acts,omissions and/or negligence of the Company or its employees. This indemnity does not require Company to indemnify Customer for Customer's own negligence. Company agrees to supply copies of the Certificates of Insurance to the Customer verifying the above-mentioned insurance coverage. It is the responsibility of the Customer to provide all other insurance coverage. Except due to acts of omission or negligence on the part of the Company or its employees, Company assumes no liability for damage or injury to persons or property arising from or caused by Acts of God. Except as to the employees of Company,Company assumes no liability for damage or injury to persons or property arising from or caused by physical or mental incapacity, physical or mental diminution,or intoxication from alcoholic or other substances,whether legal or illegal. Company shall not be held liable for any damages resulting from faulty equipment, mechanical failure,weather,flooding,or defective workmanship or design by others. Company accepts no responsibility for hydrostatic lifting. Any risks associated with draining the pool shall be solely the Customer's. The Company shall not be liable or responsible for any injuries or damages that arise at any time that is not within the hours of operation as stated in this Agreement,except for additional hours for which Company is contracted according to the terms of this Agreement. The Company shall not be held liable for any personal effects of any person or persons utilizing the pool facilities. The Customer shall maintain and keep in full force and effect the following coverage: (a) Premises Liability Insurance. (b) Comprehensive General Liability Insurance in the amount of $1,000,000.00 each accident and$1,000,000.00 each person. 7. OPENING. Company agrees to make pool"ready to swim" by completing the following services,where applicable(includes Main Pool,Wading Pool and Dive pool): (a) Start up equipment. (b) Order, store,and inject all necessary chemicals to establish proper levels for: free chlorine total alkalinity pH calcium hardness cyanuric acid (c) Vacuum pool. (d) Clean pool enclosure area. (e) Inspect chemical feeders. (f) Inspect all filtration equipment. (g) Inspect flow meters,pressure gauges,and valves. (h) Mount diving boards,guard chairs,and ladders. (i) Remove pool furniture from storage, clean,set out around pool area. (j) Inspect and re-supply water testing supplies. (k) Inspect underwater lights. (I) Perform requisite repair work as needed and authorized by Customer(see "Repair Work"). (m) Remove,clean,and store Customer's pool cover at Customer's pool. (n) Drain and clean pool, if applicable. PRE-SEASON STAFF MEETING WITH STAFF. At Customer's request,Company's designated Pool Manager shall meet with Customer's representative prior to opening day. The Pool Manager and all lifeguards,as feasible,will meet with Customer's representative. PRE-SEASON SWIMMING POOL REVIEW MEETING. At the Customer's request,Company will walk- through with a representative of the Customer prior to opening to develop a list of items needed for operation of the pool and to review items identified by the Health Department as deficient from the previous year. Company shall stand ready, at the Customer's request,to perform repairs needed for compliance with Health Department regulations. The cost for any such repairs shall be additional to the price of this Agreement. MINIMUM FACILITY STANDARDS. Customer agrees and acknowledges that it is the Customer's responsibility to maintain Customer's pool,equipment and associated facilities within established minimum standards. The rules and codes of the local health department having jurisdiction over Customer's pool,the National Electrical Code,and the Virginia Graeme Baker Pool and Spa Safety Act shall be included as minimum standards. 8. POOL OPERATION. Company agrees to furnish certified lifeguards and other personnel as contracted herein to operate the pool on the following schedule: This space left blank DATES OF OPERATION: The pool will be open on the following days: May 28 through September 5 HOURS OF OPERATION: Lap Pool Wading Pool Diving Well Beach Early season ----- — 10:00 a.m.-7:00 11:00 a.m.-8:00 11:00 a.m.-8:00 12:00 p.m.-6:00 May 28-May 30 p.m. p.m. p.M. p.m. 4:00 p.m.-8:00 11:00 a.m.-8:00 11:00 a.m. -8:00 4:00 p.m.-6:00 May 31-June 3 p.m. p.m. p.m P.M. Regular Season June 4-August 14 11:00 a.m. -8:00 10:30 a.m. -6:00 11:00 a.m. -8:00 12:00 p.m. -6:00 Monday-Friday p.m. p.m. p.m. p.m. Saturday- 10:00 a.m. -8:00 10:00 a.m.-6:00 10:00 a.m. -8:00 12:00 p.m.-6:00 Sunday p.m. p.m. p.m. p.m. Exception 10:00 a.m.-5:00 10:00 a.m.-5:00 10:00 a.m.-5:00 July 3 and July 4 p.m. p.m. p.m. Closed Late Season Aug 15-Sept 4 4:00 p.m. -8:00 4:00 p.m.-8:00 4:00 p.m. -8:00 4:00 p.m.-6:00 Monday-Friday p.m. p.m. p.m. p.m. Saturday- 10:00 a.m. -7:00 10:00 a.m.-6:00 10:00 a.m. -7:00 12:00 p.m. -6:00 Sunday p.m p.m. p.M. .m. 10:00 a.m. -7:00 10:00 a.m.-6:00 10:00 a.m.-7:00 12:00 p.m. -6:00 Labor Day Sept 5 p.m• p.m. p.m p.m Swim Team Practice:9:00 a.m.- 11:30 a.m.and 4:45 p.m.-5:45 p.m.through the 3rd week in July. STAFFING: • One(1)Manager or Assistant Manager will be on duty during all hours of operation specified in this Agreement. The Manager will not be assigned duties as a lifeguard unless unusual circumstances present themselves. The Assistant Manager,when functioning as the Manager, will not be assigned duties as a lifeguard unless unusual circumstances present themselves. The Assistant Manager will be assigned as a lifeguard only during the times of operation when the Manager is on duty. • Five (5) Lifeguards will be provided during the normal hours of operation to guard the lap pool, wading pool, and diving well. • One(1) Lifeguard will be provided from 9:00 a.m.to 11:00 a.m.on days when swim team practice occurs. • One(1)Attendant will be provided for the beach during hours of operation. • One(1)Attendant will be provided for the front desk during pool hours of operation. Customer agrees to indemnify and hold Company harmless for any claims arising from the use of the pool(s)other than during those times specified above,except when such claims are the result of acts of omission or negligence of the Company. On days when attendance at the pool is very low,Company may reduce the number of lifeguards on duty to as few as Four. SAFETY BREAK or ADULT SWIM. Customer shall notify Company as to whether they will have a Safety Break or an Adult Swim every hour. Safety Break: Once every hour the pool will be completely cleared for a period of ten minutes. During this break, lifeguards will not be on duty,the pool will be closed, no one may use the pool and the lifeguards shall not be responsible for supervising the pool. Adult Swim: Once every hour the pool will be cleared of all children for a period of ten minutes. During this break, lifeguards will not be on duty and only patrons who are 18 years old or older may use the pool. During Adult Swim the lifeguards shall not be responsible for supervising the pool or for anyone using the pool. VANDALISM. Additional reasonable charges for cleanup required as the result of vandalism,and approved by the Customer,shall be paid by the Customer to the Company. Any vandalism shall be reported to the Customer's designated representative immediately upon discovery. SUPERVISION. Company management personnel will inspect the pool at least two times each week during the full-time operation of the pool. Additional inspections and/or visits to the pool will be made by Company's management personnel as needed in order to assure Customer's satisfaction. POST CLOSING DAY STAFFING. At the request of the Customer,the Company may, if staff is available,staff and maintain the pool and provide all necessary services to allow swimming with a Lifeguard on duty after the last day of operation specified above(Closing Day). The Customer will notify Company at least two(2)weeks in advance concerning post-Closing Day openings. The cost for post-Closing Day operation shall be billed to the Customer at the prevailing rate,which may change from year to year. The current cost is$85.00 for each day(including days the pool is closed)from Closing Day through the final day the pool is open for swimming, plus$29.00 per Lifeguard hour for time worked on or before September 18. The cost for Lifeguard hours worked after September 18 is currently$29.00 per Lifeguard hour. Amount shall be payable to the Company on the initial day of post-Closing Day operation. This cost is to be extra to the contract in addition to the fees as provided hereinafter. UNSUITABLE WEATHER. On rainy days, if the weather is still unsuitable for swimming at 6:00 p.m., the pool will be closed for the day. Additionally, if the weather is unsuitable for swimming before 6:00 p.m.,the pool will be closed,with no refund due to the Customer. Weather unsuitable for swimming includes: (a) air temperature at or below 68 degrees Fahrenheit (b) heavy rain (c) severe weather Company will work with Customer to reopen pool if weather becomes suitable for swimming early enough in the day. AFTER-HOURS EVENTS. The Company will provide lifeguards for after-hours events subject to the following: Lifeguard hours provided by the Company,other than those specified in this Agreement,shall be billed to the Customer at the prevailing rate. Company shall provide no lifeguard beyond the hour of 11:00 PM. For after-hours events,the Customer is not required to use Company lifeguards;however, Customer assumes full responsibility and liability for the pool in the event any individuals are within the pool area when the Company lifeguards are not scheduled to work. Customer agrees to indemnify and hold Company harmless for any and all claims for damages or injuries,or both arising from the use of the pool during hours other than those specified in this Agreement unless Company's lifeguards have been scheduled according to the policies set forth herein. For after-hours events,for which the Company is to provide lifeguards,the Customer is responsible for giving the Company seven(7)days' prior written notice as to: (a) The time and date of the event. (b) The number of people who are scheduled to attend. (c) The general age group of the people scheduled to attend. (d) Whether alcoholic beverages will be permitted at the event. (e) Any special admission instructions. The following scale shall be used to determine the number of lifeguards required at an after-hours event: Number of People Expected At Pool Number of lifeguards Required 1to25 5 26 to 50 5 51 to 75 5 76 to 100 5 101 or more 5,plus one(1) more for each additional 25 people or portion thereof. Example: 153 attendees would require 7 lifeguards. One additional lifeguard shall be required for any teenage event,college age event, or for any event involving alcoholic beverages. Customer agrees to provide one adult chaperone for each ten (10)people at a teenage or college age event. The Company will not schedule lifeguards for any fraternity parties. Billing shall include any time spent cleaning up after use by any special group or party. The Customer shall make payment of fees to the Company within ten(10)days after billing by Company. 9a. WADING POOL. Company is providing a lifeguard for the wading pool.Company agrees to clean the wading pool,maintain water chemistry and backwashing filter. 9b. DIVING POOL. Company is providing a lifeguard for the Diving Pool. Company agrees to clean the diving pool, maintain water chemistry and backwashing filter. 9c. BEACH. Company has no duties with regard to the Beach other than cleaning the beach area. Company will provide attendant only. BEACH SAFTEY. Company is not providing Lifeguards and has no responsibility for safety at the Customer's Beach. Company shall not be responsible for any injury or loss resulting from use of the beach. Customer agrees to indemnify and hold Company harmless from any and all claims for damages or injuries,or both resulting from the utilization of Customer's Beach,except those claims for damages or injuries resulting from the negligence of Company and its employees. 10. CLOSING. The pool will be considered closed to swimmers at end of the day on the last day of operation as specified in Section 8 and Company will close the pool as soon after that date as Company deems possible. The Company will complete the following services,where applicable: (a) Pump pool water to correct level. (b) Prepare pool and pool plumbing lines for freeze protection;Company agrees to use common and accepted winterization techniques. Company will repair any freeze damage at Company's expense, with the exception of damage due to circumstances beyond the Company's control. If a contractor is to be selected to complete a repair under this warranty,only the Company has the right to choose a contractor. (c) Add anti-freeze to appropriate fixtures. (d) Drain pumps and hair/lint strainer. (e) Backwash and drain filter tanks. (f) Open all valves to appropriate settings. (g) Remove and store skimmer parts. (h) Remove and store all movable ladders, lifeguard chairs, and diving boards when required for closing pool. (i) Clean chemical feeders. (j) Drain and store hoses. (k) Lubricate filter system valves. (1) Add winterization chemicals to pool. (m) Install Customer's cover, if applicable. (n) Store pool furniture at Customer's pool. 11. WATER QUALITY. Company will be responsible for maintaining the following chemical levels of the swimming pool water within the tolerances of the local health department while pool is open to swimmers: Free Chlorine 1.0 to 4.S PPM pH 7.2 to 7.8 Total Alkalinity 80 to 120 PPM Calcium Hardness 200 to 300 PPM Chlorine Stabilizer less than 100 PPM At no time will the water chemistry cause a failure of permission to operate the pool granted by the local health department. In the event the local health department revokes permission to operate the pool due to improper water chemistry,Customer shall be entitled to a partial refund of the contract price set forth herein computed by the following formula: Number of days closed times the average daily portion of the contract price(total price divided by number of days pool is to be in operation as determined by this Agreement). All of the foregoing notwithstanding however,the Company shall be excused from maintaining water quality as established herein and the Customer shall be entitled to no refund in the event of any Act of God, repairs, interference by Customer,together with any and all other reasons beyond the control of Company. Any work performed by Company shall be subject to the conditions in the"Repair Work" provision of this Agreement. 12. REPAIR WORK. During the term of this Agreement,the Company recommends compliance with the Virginia Graeme Baker Pool and Spa Safety Act. The Company also recommends that Customer have its pool inspected annually by a licensed electrician and have all recommended electrical repairs completed by the inspecting electrician. During the term of this Agreement,the Company stands ready to perform any other installations or repairs needed to preserve Customer's pool aesthetics and/or to comply with State, Federal or local regulations, but Customer shall have the option of using its chosen contractor to perform any recommended repairs. The Customer agrees to indemnify, defend,and hold the Company harmless from all claims, injuries, damages,attorney's fees,and defense costs arising out of 1)repairs or renovations performed by any entity other than the Company, or 2)the failure to complete a) repair(s)or installations needed to comply with State, Federal or local regulations,or b)the above-described annual electrical inspection and recommended repair(s). Work will be billed as follows: (a) Any repairs required as the result of error or negligence by Company shall be paid for by Company with no cost to Customer. Additionally,Company shall reimburse Customer for volume of water lost as a result of error or negligence. (b) Company will perform minor repairs to the pool and recirculation system, as part of the service provided; however,the Customer shall pay for parts and/or materials. (c) For repair work or necessary equipment wherein the cost does not exceed $250.00,the Company shall bill Customer. (d) Any work or equipment in excess of$250.00 to be provided by the Company or Company's subcontractors will be provided and billed to Customer. Such work or equipment shall be provided only upon the authorization of the designated representative of Customer, or in the event the Customer elects not to have such work performed or equipment provided,Company may cancel this Agreement if said election interferes with the Company's ability to carry out its responsibilities under this Agreement. 13. CHEMICALS AND SUPPLIES. Company agrees to supply,at its expense: (a) Chlorine and pH control chemicals throughout the period of this agreement. (c) Customer shall be responsible for providing, at no cost to Company,other equipment such as: Water hoses Life hooks Pool vacuum heads Trash receptacles Pool poles Water test kit Pool vacuum hoses Test kit reagents Leaf eater First Aid Kit Rescue tubes First Aid supplies Ring buoys Pool rules signs Soap Disinfectant Paper towels Deodorizer Toilet tissue Trash can liners Glass cleaner For Customer's convenience and for the efficient operation of the pool,Company will provide and invoice Customer for any of the items listed above that are not at the pool. Customer agrees to pay invoices for said supplies within thirty(30)days after invoicing. (d) Additional chemicals or labor. If additional chemicals or labor are required to maintain or correct pool water chemistry due to a failure or breakdown of Customer's equipment, or loss of water due (leak)to a defect in Customer's pool or recirculation system,Company shall notify Customer of such breakdown or defect,and if Customer elects not to remedy problem within seven(7)days of notice,Customer shall pay as an additional charge the reasonable expense of all said additional chemicals and/or labor. Amount owed for chemicals and/or labor shall be paid by Customer within ten (10)days after invoicing by Company. 14. OFF-SEASON SERVICE. Off-Season Service is not part of this agreement. 15. INSTRUCTIONS. Swimming instruction may be provided by Company for Customer's members only. Instruction shall be given by a qualified individual,while not on duty as a lifeguard. Company shall have rights to swimming lessons at Customer's pool during the term of this Agreement. All Company insurance as described in Section 6 shall apply to Company's swimming instructors. Arrangements for any instruction shall be made between individual requesting instruction and the Company. Only a member of the Customer's club or homeowner's association in good standing is eligible to receive instruction from Company on Customer's premises. Any resulting agreement shall be considered a contract between that individual and the Company;and Customer shall not be held liable for its enforcement nor for the collection of any fees due Company under the terms of that contract. Company will share with the Customer any profits after expenses,instructor fees,etc.at a rate of 25%to be distributed after the swim season ends. Customer will help assist Company in publicizing the swim lessen opportunities to and throughout Customer's community. 16. COMPANY'S INDEPENDENT CONTRACTOR STATUS. Company is,and at all times shall be deemed to be,an independent contractor in the performance of services under this agreement. Company and its representatives are not,and shall not be considered or permitted to be, employees,agents,servants,joint venturers or partners of Customer. 17. ACCESS AND UTILITIES. The Customer will permit and maintain free access to the pool site and, upon signing Agreement,Customer will provide six(6)sets of keys to Company to open any and all locks required to operate the pool. Company shall keep and safeguard keys and release keys only to authorized personnel. Keys shall be returned to Customer in the event of termination of this Agreement. Customer further agrees to furnish without cost to Company: (a) Water. (b) Electricity. (c) 110 volt electrical outlet in pump room. (d) Garbage pick-up service. (e) Lifeguard stand(s)and umbrella(s)for lifeguard stand(s). (f) Telephone. (g) A secure and cooperative working environment at Customer's pool. 18. TELEPHONE. Customer shall be responsible for providing an operational telephone(not a pay phone)accessible to Company's lifeguards at pool site. Consistent with health department regulations and for the safety of pool patrons the pool will only be open when the pool telephone is operational. 19. EMERGENCY CLOSING OF POOL. The Customer and/or Company may close the pool in an emergency situation,whether the emergency be caused by breakdown of equipment,or by other causes outside of the Company's control;this shall not require any change or adjustment in any of the provisions of this Agreement. Should a time lapse of more than five(5)days be necessary to perform repairs and/or restore pool to normal operations,the Company shall refund fifty percent (50%)of the daily operating cost from the fifth day on a pro-rated basis. For purposes of this section,the daily operating cost is to be computed at one percent(1%)of the total contract cost until such time as the pool is reopened for normal operation. If the pool is not reopened for normal operation within thirty(30)days,Customer may cancel this Agreement by written notice to Company. 20. CANCELLATION. The Customer shall have the right to cancel this Agreement based on Company's non-performance of duties and responsibilities as follows: (a) Customer shall notify Company by certified mail of any problem regarding performance as detailed in this Agreement. Company shall have 48 hours following notification to remedy stated violation of contract. (b) If Company fails to remedy violation and continues to not perform as detailed in this Agreement;Customer may terminate Agreement by providing five(5) days' written notice to Company by certified mail. (c) In the event that Customer terminates this Agreement by the procedure stated above,the Customer shall either be entitled to a refund for money paid in advance or shall be responsible for a balance owed to the Company. Refund to be computed as follows: A daily portion of the contract price shall be computed by dividing the total contract price by the number of days pool was to be open to members as determined by this Agreement. This daily price shall be multiplied by the number of days pool was operated under this Agreement. That amount shall be subtracted from the total amount of contract price paid to Company by Customer as of termination date. The resulting figures shall either be the refund to which the Customer is entitled or remaining balance owed to Company. (d) Refund or balance owed shall be paid within five(5)business days after termination. 21. MISCELLANEOUS. (a) The Company may display a sign on the pool premises designating the responsibility to the Company for the quality of the pool and the performance of the pool staff. 22. PROPOSAL EXPIRATION OPTION. This contract is voidable at the Company's option if not executed by the Customer and returned to the Company by March 4, 2022, 23. PAYMENTS. The Company hereby proposes to perform the work and services set forth above for the price of $163,807.00, upon the specifications, conditions and terms as set forth herein. Payments by Customer to Company shall be made in accordance with the following schedule: (a) One percent (1%) upon signing of Agreement $1,638.00 or the annual renewal date of this Agreement. (b) Nine percent(9%)on or before February 1 $14,743.00 of each year. (c) Fifteen percent(15%)on or before May 1 $24,571.00 of each year. (d) Twenty-four percent(24%)on or before June 1 $39,314.00 of each year. (e) Twenty-six percent(26%)on or before July 1 $42,590.00 of each year. (f) Twenty percent(20%)on or before August 1 $32,761.00 of each year. (g) Five percent(5%)on or before September 10 $8,190.00 of each year. TOTAL: $163,807.00 Payments are due as indicated above. All payments as specified above, not made on or before ten (10) days after the due date shall be subject to delinquent payment fees of 1% per month, or any part of a month, of the amount due or any portion thereof. Payments for repairs, equipment or labor, not made on or before thirty (30) days after the due date shall be subject to delinquent payment fees of 1% per month, or any part of a month, of the amount due or any portion thereof. In the event payments are not received within ten (10) days from the due date for contract payments, and thirty(30)days from the due date for other payments, the Company shall have the right,at its option,and within its sole discretion to suspend,until all overdue payments are received, or terminate its services under this Agreement and in either case to withdraw and remove all personnel from Customer's pool facilities without any further or additional notice to Customer. During a period of suspension or after termination, control of the pool and premises will be surrendered to the Customer and,if operated,it is at the Customer's sole risk and liability. Customer agrees to indemnify and hold Company harmless for any claims arising from the use of the pool(s) during a period of suspension or after termination due to payment(s) not being received on time. Any such suspension or termination notwithstanding, Customer shall be fully responsible for all payments provided herein. In the event that Company elects to pursue collection of any amounts due under this Agreement, Customer shall pay all said amounts, together with interest at the rate of 12% per annum from the date the same became due,together with any and all cost of collection, including and together with any and all reasonable litigation expenses, including reasonable attorneys fees. 24. CUSTOMER CONTACTS: PRIMARY CONTACT: Name Title or Position: Street City State Zip Telephone ( ) Email: PRESIDENT: Name Street City State Zip Telephone ( ) Email: TREASURER: Name Street City State Zip Telephone ( ) Email: BILLING ADDRESS: Name Street City State Zip FACILITY INFORMATION: Name Street City State Zip Telephone( ) 25. EXTENSION OF CONTRACT. This Agreement shall not automatically renew upon the expiration of the contract period. 26. GOVERNING LAW. This Agreement shall be governed by the laws of the State of Illinois. 27. STRICT COMPLIANCE. No failure of Company to exercise any power or right granted hereunder or to insist upon strict compliance by Customer with its obligations and duty hereunder shall constitute a waiver of Company's right to demand strict compliance with the provisions hereof at any time. 28. TIME OF ESSENCE. Time is of the essence of this Agreement. 29. ENTIRE AGREEMENT MODIFICATION BINDING EFFECT. This Agreement constitutes the entire agreement of the parties and supersedes any prior agreements,understandings or negotiations,written or oral. This Agreement may not be modified or amended except in writing, signed by both parties hereto. This Agreement shall be binding upon and enure to the benefit of the Customer and Company and to their respective heirs,successors and assigns. 30. RIGHTS CUMULATIVE. All rights and powers under this Agreement shall be cumulative and, except as otherwise provided herein,shall be in addition to any and all other provided at law or in equity. 31. EXTENSIONS. Unless other agreed to by Customer and Company in writing,the terms of this Agreement shall apply to all extensions and renewals hereof. 32. SEVERABILITY. If any term or provision of this Agreement or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable,the remainder of this Agreement,or the application of such term or provision to persons or circumstances other than those to which it is held invalid or unenforceable, shall not be affected thereby and each term and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. 33. ATTORNEYS FEES. In the event of any legal proceeding or arbitration between the parties, each party shall be responsible for paying its own attorney's fees. 34. COMPANY'S OPTION IN THE EVENT OF INCREASE IN COSTS. If there is an increase of ten percent(10%)or more in any cost aspect (including necessary increases in wages paid to pool staff) relating to this proposal,Company may present to Customer a reasonable increase in the price of this Agreement based solely on Company's additional cost of providing the services provided for herein. Customer may, at its sole option,choose to refuse to pay an increase in price. In the event the Customer elects not to pay the increase,this contract may be terminated with 10 days written notice to Customer at the sole option of the company. 35. COMPANY'S OPTION IN THE EVENT OF CHANGE IN LAWS. If there is a change in local,state, or federal law concerning any cost aspect relating to this proposal,the company may present a new contract amount to Customer,which new Contract shall supersede and replace this Agreement. Customer shall have 30 days from the date of receipt of the new contract in which to accept or reject the new contract. In the event the Customer elects to reject the new contract, this contract may be terminated at the sole option of the company. 36. ACCEPTANCE. Acceptance of this Agreement by Customer and Company through signatures below will constitute a contract entered into in accordance with the specifications,terms and conditions and addenda attached hereto. Chicagoland Pool Management By: Officer Oak Brook Bath and Tennis Club By: Title of Officer: Attest: Title of Officer: Date: C. Proposal Form In compliance with this Request for Proposals, and subject to all conditions thereof, the undersigned offers and agrees, if this proposal is accepted, to furnish the services as outlined herein for the Village of Oak Brook, subject to modification through negotiations. The time and material, not to exceed, cost proposed shall include all anticipated expenses. Time and Material (including expenses) Not-to-Exceed Cost to conduct the Oak Brook Bath S Tennis Club Aquatic Management Services for the 2022 Pool Season as indicated in the Scope of Services $163,807.00 Alternate Proposal: i 1) Not-to-Exceed Cost to conduct only the aquatic facility management (pool check-in, lifeguarding, day-today operations, etc.) for the Oak Brook Bath & Tennis Aquatic Facility for the 2022 Pool Season $140,676.00 2) Not-to-Exceed Cost to conduct only the maintenance and repair services, supply pool chemicals, and open/close services the Oak Brook Bath & Tennis Aquatic for the 2022 Pool Season Include with your proposal a spreadsheet indicating the hourly rates, estimated expenses, and any other anticipated costs that are included in the above NTE cost. Also, include a full narrative that describes your overall process for maintenance and repair, and lifeguard services. is Iworddoclrfp12021 rfplaquatic services doc Page 16 Firm Name: Chap land Pool Management �z A dors: 1812 Ogden Ave G� m&$ 3R bg« E, 652 } Signature: --— K$sB my m4 Name Pr%ed: Title. Ge Fm Manager Telephone: 773847899 OkE 1/12/2022 IaCorporlabm � ATTEST: Secretary \ � . � : � : � jA Ao rfp22„P@uat±services.doc Page 17 E. Proposals Certification The undersigned, being first duly sworn an oath, deposes and states that he has the authority make this certification on behalf of the proposer for the construction, product. commodity, or servicea briefly described as follows' "Oak Brook Bath & Tennis Club Aquatic Management Services" tChapter 70 1) The undersigned certifies that, pursuant f oSection s ao eement because of Illinois a convictionStatutes, 1993, the proposer is not barred from bidding 9 for the violation of State of Illinois laws prohibiting bid rigging or bid-rotating. inois 2) The undersigned states under oath at'sP of delinquent uant to aptthe payment of any tax administerlled er 65, Section 5/11-421-1 of the by Compiled Statutes, 1993, the proposer the Illinois Department of Revenue. 3) The undersigned certifies that, pursuant to Chapter 775, Section 5/2-105. of the Illinois Compiled Statutes, 1993, the proposer has a written sexual harassment policy in place including the following information a) An acknowledgment of the illegality of sexual harassment. b) The definition of sexual harassment under State law. c) A description of sexual harassment, utilizing examples, d) The Consultant's internal complaint process including penalties. e) The legal recourse, investigative and complaint process available through the Illinois Department of Human Rights and the Human Rights Commission. f) Directions on how to contact the Department or the Commission. This business firm is: (check one) Partnership Individual X Corporation Chicagoland Pool Management Firm Name: Address: 1612 Ogden Ave Lisle, IL, 60532 City, State. ZIP: Signature: Xu4b�� Kurtis Bailey Name Printed: Title: General Manager 1!12/2022 773-617-8999 Date: Telephone: Page 21 is\wordd0c\rfpQ021 rfp\aquatic services doc F. Sexual Harassment Policy Chicaqoland Pool Management hereinafter referred to as"Proposer" having submitted a bid/proposal for Oak Brook Bath and Tennis Aquatics to the Village of Oak Brook, DuPagelCook Counties, Illinois, hereby certifies that said Consultant has a written sexual harassment policy in place in full compliance with 7751LCS 5l2-105(A)(4)including the following information: 1) An acknowledgment of the illegality of sexual harassment. 2) The definition of sexual harassment under State law. 3) A description of sexual harassment, utilizing examples. 4) The Proposer's internal complaint process including penalties. 5) The legal recourse, investigative and complaint process available through the Illinois Department of Human Rights and the Human Rights Commission. 6) Directions on how to contact the Department or the Commission. 7) An acknowledgment of protection of a complaint against retaliation as provided in Section 6-101 of the Human Rights Act. Each consultant must provide a copy of such written policy to the Illinois Department of Human Rights upon request. By: Authorized AgentZf Proposer Subscribed and sworn to before me this day of , 2022. Notary Public I 1 i:\wordd0c\rfpQ021 rvaquatic services.doc Page 23 Chicagoland Pool Management 2021 Swim Lesson Information Group Lessons Group lessons are eight half-hour sessions held Monday,Tuesday,Wednesday and Thursday for two consecutive weeks. Group lessons are a great way for children to learn swimming skills while also learning to work in a group environment and meet great new friends!! ***all group lessons must have a minimum of 3 participants signed up in order to run Semi-Private Lessons Semi-Private lessons are offered as a session of 6 half hour classes. They are designed for 2-3 kids and give you the ability to have create your own group lesson with the fellow kids of your choosing. They are great for siblings or friends with similar abilities!! Fewer or more can be requested to allow students to concentrate on specific skills at$20 per child per lesson. Semi-Private Lesson Dates and times are set up directly between the participant and the instructor. You will he contacted by the lesson coordinator to go over the specific details of your private lessons. Private Lessons Private lessons are offered as a session of 6 half hour classes. Private lessons give you the one on one attention to work on your child's specific needs! Lessons are adapted to the specific skills a child needs to improve on. They are great for new swimmers who are uncomfortable in the water or for advanced swimmers wanting to perfect their skills! Fewer or more can be requested to allow students to concentrate on specific skills at a cost of$30 per lesson. Private Lesson Dates and times are set up directly between the participant and the instructor. You will be contacted by the lesson coordinator to go over the specific details of your private lessons. Class Fee Information Private Lessons-$160.00(6 Lessons) Semi-Private Lessons-$105.00/per child(6 Lessons) Group Lessons-$75.00(8 Lessons) Group Lesson Level Information: * Tadpoles—Beginner Level for children over 3 years old Frogs—Basic front crawl, kicking and unassisted floating Minnows—Basic back crawl, elementary backstroke, breathing and introduction to deep water t Guppies— Distance Front crawl and backstroke and begin to learn other strokes } Dolphins—working on all 4 strokes before moving on to beginning level swim teams To Register Visit www.chicaitoland-pmg.com For more information, contact Leslie Clark at leslie.clark@chicagoland-pmg.com 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.