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R-22-56VILLAGE OF DEERFIELD RESOLUTION NO. 2022- R-22-56 A RESOLUTION APPROVING AN AGREEMENT WITH S.E. ENTERPRISES SCIARRETTA ENTERPRISES INC. OF LAKE FOREST ILLINOIS FOR CLEANING SERVICES WHEREAS, the Village of Deerfield ("Village') is a home rule municipality in accordance with Article VII, Section 6 of the Constitution of the State of Illinois of 1970; and WHEREAS, the Village desires to retain a company to provide cleaning services ("Services'); and WHEREAS, the Village received a proposal from S.E. Enterprises Sciaretta Enterprises Inc., of Lake Forest, Illinois ("Contractor') to provide the Services; and WHEREAS, the Village and Contractor desire to enter into an agreement for the provision of the Services by Consultant ("Agreement'); and WHEREAS, the Mayor and Board of Trustees have determined that entering into the Agreement with Contractor will serve and be in the best interest of the Village and its residents; NOW, THEREFORE, BE IT RESOLVED BY THE VILLAGE BOARD OF DEERFIELD, LAKE AND COOK COUNTIES, ILLINOIS, as follows: SECTION 1: RECITALS. The Village Board hereby adopts the foregoing recitals as its findings, as if fully set forth herein. SECTION 2: APPROVAL OF AGREEMENT. Pursuant to the Village's home rule authority, the Agreement by and between the Village and Consultant is hereby approved in substantially the form attached to this Resolution as Exhibit A, and in a final form and substance acceptable to the Village Manager and the Village Attorney. SECTION 3: AUTHORIZATION TO EXECUTE AGREEMENT. The Mayor and the Village Clerk are hereby authorized and directed to execute and attest, on behalf of the Village, the final Agreement upon receipt by the Village Clerk of at least one original copy of the final Agreement executed by Contractor; provided, however, that if the executed copy of the final Agreement is not received by the Village Clerk within 60 days after the effective date of this Resolution, then this authority to execute and attest will, at the option of the Mayor and Board of Trustees, be null and void. SECTION 4: EFFECTIVE DATE. This Resolution shall be in full force and effect from and after its passage and approval according to law. [SIGNATURE PAGE FOLLOWS] 100124077.11 AYES: Benton, Berg, Jacoby, Oppenheim, Seiden NAYS: None ABSTAIN: None ABSENT: Metts-Childers PASSED: October 17, 2022 APPROVED: October 17, 2022 RESOLUTION NO: R-22-56 Daniel C. Shapiro, Mayor ATTEST: Ke4 S. Street, Village Clerk {00124077.11 EXHIBIT A Agreement {00124077.1 } VILLAGE OF DEERFIELD PROFESSIONAL SERVICES AGREEMENT This PROFESSIONAL SERVICES AGREEMENT ("Agreement') is dated as of the day of , 20_, and is by and between the VILLAGE OF DEERFIELD, an Illinois home rule municipal corporation ("Village'), and the Provider identified in Section 1.A of this Agreement. IN CONSIDERATION OF the recitals and the mutual covenants and agreements set forth in this Agreement, and pursuant to the Village's statutory and home rule powers, the parties agree as follows: SECTION 1. PROVIDER. A. Engagement of Provider. The Village desires to engage the Provider identified below to perform and to provide all necessary professional janitorial services in connection with the project identified below: Provider Name ("Provider'): Address: Telephone No.: Email: Project Name/Description: Janitorial Services Agreement Amount: B. Project Description. Provider shall provide janitorial services to the Village at the following locations, as more fully described in the proposal attached to this Agreement as Exhibit A ("Proposal's: (i) the Deerfield Village Hall, 850 Waukegan Road; (ii) the Deerfield Police Station, 850 Waukegan Road; (iii) the Deerfield Public Works, 465 Elm Street; (iv) and the Downtown Train Station, 860 Deerfield Road ("Services'l. C. Representations of Provider. The Provider 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. SECTION 2. SCOPE OF SERVICES. A. Retention of the Provider. The Village retains the Provider to perform, and the Provider agrees to perform, the Services. B. Services. The Provider shall provide the Services pursuant to the terms and conditions of this Agreement. C. Supplies. The Provider shall supply all necessary cleaning supplies required to perform the services defined in Exhibit A. This includes but is not limited to mops, buckets, liquid disinfectants and sprays and dust rags. D. Commencement; Term. The Provider shall commence the Services ("Commencement Date's and provide the Services for a period of one year. The Provider shall diligently and continuously prosecute the Services until the completion of the Services or upon termination of this Agreement by the Village. ("Time of Performance"). E. Option to Extend Term. The Village shall have the option, in its sole and absolute discretion, to extend the Term of this Agreement for two, consecutive one-year periods upon providing the Provider at least 30-days' notice prior to the end of the Term. F. Reporting. The Provider shall regularly report to the Village Manager, or his designee, regarding the progress of the Services during the term of this Agreement. SECTION 3. COMPENSATION AND METHOD OF PAYMENT. A. Agreement Amount. The total amount paid by the Village for the Services pursuant to this Agreement shall not exceed the amount identified as the Agreement Amount in Section 1.A of this Agreement. No claim for additional compensation shall be valid unless made in accordance with Sections ID or 3.E of this Agreement. B. Invoices and Payment. The Provider shall submit invoices in an approved format to the Village for costs incurred by the Provider in performing the Services. The amount billed in each invoice for the Services shall be based solely upon the rates set forth in the Proposal. The Village shall pay to the Provider the amount billed within 60 days after receiving such an invoice. C. Records. The Provider shall maintain records showing actual time devoted and costs incurred, and shall permit the Village to inspect and audit all data and records of the Provider for work done pursuant to this Agreement. The records shall be made available to the Village at reasonable times during the term of this Agreement, and for one year after the termination of this Agreement. D. Claim In Addition To Agreement Amount. 1. The Provider shall provide written notice to the Village of any claim for additional compensation as a result of action taken by the Village, within 15 days after the occurrence of such action. 2. The Provider acknowledges and agrees that: (a) the provision of written notice pursuant to Section 3.D.1 of this Agreement shall not be deemed or interpreted as entitling the Provider to any additional compensation; and (b) any changes in the Agreement Amount shall be valid only upon written amendment pursuant to Section &A of this Agreement. 3. Regardless of the decision of the Village relative to a claim submitted by the Provider, the Provider shall proceed with all of the work required to complete the Services under this Agreement, as determined by the Village, without interruption. E. Additional Services. The Provider acknowledges and agrees that the Village shall not be liable for any costs incurred by the Provider in connection with any services provided by the Provider that are outside the scope of this Agreement ("Additional Services'), regardless of whether such Additional Services are requested or directed by the Village, except upon the prior written consent of the Village. F. Taxes, Benefits, and Royalties. Each payment by the Village to the Provider includes all applicable federal, state, and Village taxes of every kind and nature applicable to the Services, as well as all taxes, contributions, and premiums for unemployment insurance, old age or retirement benefits, pensions, annuities, or similar benefits, and all costs, royalties, and fees arising from the use on, or the incorporation into, the Services, of patented or copyrighted equipment, materials, supplies, tools, appliances, devices, processes, or inventions. All claims or rights to claim additional compensation by reason of the payment of any such tax, contribution, premium, cost, royalty, or fee are hereby waived and released by the Provider. G. Final Acceptance. The Services, or, if the Services are to be performed in separate phases, each phase of the Services, shall be considered complete on the date of final written acceptance by the Village of the Services or each phase of the Services, as the case may be, which acceptance shall not be unreasonably withheld or delayed. SECTION 4. PERSONNEL, SUBCONTRACTORS. A. Key Project Personnel. The Key Project Personnel identified in the Proposal shall be primarily responsible for carrying out the Services on behalf of the Provider. The Key Project Personnel shall not be changed without the Village's prior written approval. B. Availability of Personnel. The Provider shall provide all personnel necessary to complete the Services including, without limitation, any Key Project Personnel identified in this Agreement. The Provider 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 Provider shall have no claim for damages and shall not bill the Village for additional time and materials charges as the result of any portion of the Services which must be duplicated or redone due to such termination or for any delay or extension of the Time of Performance as a result of any such termination, reassignment, or resignation. C. Approval and Use of Subcontractors. The Provider shall perform the Services with its own personnel and under the management, supervision, and control of its own organization unless otherwise approved in advance by the Village in writing. All subcontractors and subcontracts used by the Provider shall be acceptable to, and approved in advance by, the Village. The Village's approval of any subcontractor or subcontract shall not relieve the Provider of full responsibility and liability for the provision, performance, and completion of the Services as required by this Agreement. All Services performed under any subcontract shall be subject to all of the provisions of this Agreement in the same manner as if performed by employees of the Provider. For purposes of this Agreement, the term "Provider" shall be deemed also to refer to all subcontractors of the Provider, and every subcontract shall include a provision binding the subcontractor to all provisions of this Agreement. D. Removal of Personnel and Subcontractors. If any personnel or subcontractor fails to perform the Services in a manner satisfactory to the Village and consistent with commonly accepted professional practices, the Provider shall immediately upon notice from the Village remove and replace such personnel or subcontractor. The Provider shall have no claim for damages, for compensation in excess of the amount contained in this Agreement, or for a delay or extension of the Time of Performance as a result of any such removal or replacement. SECTION 5. CONFIDENTIAL INFORMATION. A. Confidential Information. The term "Confidential Information" shall mean information in the possession or under the control of the Village relating to the technical, business, or corporate affairs of the Village; Village property; user information, including, without limitation, any information pertaining to usage of the Village's computer system, including and without limitation, any information obtained from server logs or other records of electronic or machine readable form; and the existence of, and terms and conditions of, this Agreement. Village Confidential Information shall not include information that can be demonstrated: (1) to have been rightfully in the possession of the Provider from a source other than the Village prior to the time of disclosure of such information to the Provider pursuant to this Agreement ( "Time of Disclosure'l; (2) to have been in the public domain prior to the Time of Disclosure; (3) to have become part of the public domain after the Time of Disclosure by a publication or by any other means except an unauthorized act or omission or breach of this Agreement on the part of the Provider or the Village; or (4) to have been supplied to the Provider 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 Provider. The Provider acknowledges that it shall, in performing the Services for the Village under this Agreement, have access, or be directly or indirectly exposed, to Confidential Information. The Provider shall hold confidential all Confidential Information and shall not disclose or use such Confidential Information without the express prior written consent of the Village. The Provider shall use reasonable measures at least as strict as those the Provider uses to protect its own confidential information. Such measures shall include, without limitation, requiring employees and subcontractors of the Provider to execute a non -disclosure agreement before obtaining access to Confidential Information. SECTION 6. STANDARD OF SERVICES AND INDEMNIFICATION. A. Representation and Certification of Services. The Provider represents and certifies that the Services shall be performed in accordance with the standards of professional practice, care, and diligence practiced by recognized consulting firms in performing services of a similar nature in existence at the Time of Performance. The representations and certifications expressed shall be in addition to any other representations and certifications expressed in this Agreement, or expressed or implied by law, which are hereby reserved unto the Village. B. Indemnification. The Provider shall, and does hereby agree to, indemnify, save harmless, and defend the Village against all damages, liability, claims, losses, and expenses (including attorneys' fees) that may arise, or be alleged to have arisen, out of or in connection with the Provider's performance of, or failure to perform, the Services or any part thereof, or any failure to meet the representations and certifications set forth in Section 6.A of this Agreement. C. Insurance. The Provider shall provide, at its sole cost and expense, liability insurance in the aggregate amount of $1,000,000, which insurance shall include, without limitation, protection for all activities associated with the Services. The insurance shall be for a minimum of $1,000,000 per occurrence for bodily injury and $1,000,000 per occurrence for property damage. The Provider shall cause the Village to be named as an additional insured on the insurance policy described in this Section 6.C. Not later than 10 days after the Commencement Date, the Provider shall provide the Village with either: (a) a copy of the entire insurance policy; or (b) a Certificate of Insurance along with a letter from the broker issuing the insurance policy to the effect that the Certificate accurately reflects the contents of the insurance policy. The insurance coverages and limits set forth in this Section 6.0 shall be deemed to be minimum coverages and limits, and shall not be construed in any way as a limitation on the Provider's duty to carry adequate insurance or on the Provider's liability for losses or damages under this Agreement. D. No Personal Liability. No elected or appointed official or employee of the Village shall be personally liable, in law or in contract, to the Provider as the result of the execution of this Agreement. SECTION 7. PROVIDER AGREEMENT GENERAL PROVISIONS. A. Relationship of the Parties. The Provider shall act as an independent contractor in providing and performing the Services. Nothing in, nor done pursuant to, this Agreement shall be construed: (1) to create the relationship of principal and agent, employer and employee, partners, orjoint venturers between the Village and Provider; or (2) to create any relationship between the Village and any subcontractor of the Provider. B. Conflict of Interest. The Provider represents and certifies that, to the best of its knowledge: (1) no elected or appointed Village official, employee or agent has a personal financial interest in the business of the Provider or in this Agreement, or has personally received payment or other consideration for this Agreement; (2) as of the date of this Agreement, neither Provider nor any person employed or associated with Provider has any interest that would conflict in any manner or degree with the performance of the obligations under this Agreement; and (3) neither Provider nor any person employed by or associated with Provider shall at any time during the term of this Agreement obtain or acquire any interest that would conflict in any manner or degree with the performance of the obligations under this Agreement. C. No Collusion. The Provider represents and certifies that the Provider is not barred from contracting with a unit of state or local government as a result of: (1) a delinquency in the payment of any tax administered by the Illinois Department of Revenue, unless the Provider is contesting, in accordance with the procedures established by the appropriate revenue act, its liability for the tax or the amount of the tax, as set forth in Section 11-42.1-1 et seq. of the Illinois Municipal Code, 65 ILCS 5/11-42.1-1 et seq.; or (2) a violation of either Section 33E-3 or Section 33E-4 of Article 33E of the Criminal Code of 1961, 720 ILCS 5/33E-1 et seq. The Provider represents that the only persons, firms, or corporations interested in this Agreement as principals are those disclosed to the Village prior to the execution of this Agreement, and that this Agreement is made without collusion with any other person, firm, or corporation. If at any time it shall be found that the Provider has, in procuring this Agreement, colluded with any other person, firm, or corporation, then the Provider shall be liable to the Village for all loss or damage that the Village may suffer, and this Agreement shall, at the Village's option, be null and void. D. Termination. Notwithstanding any other provision hereof, the Village may terminate this Agreement at any time upon 15 days written notice to the Provider. In the event that this Agreement is so terminated, the Provider shall be paid for Services actually performed and reimbursable expenses actually incurred, if any, prior to termination, not exceeding the value of the Services completed, which shall be determined on the basis of the rates set forth in the Proposal. E. Compliance With Laws and Grants. 1. Compliance with Laws. The Provider shall give all notices, pay all fees, and take all other action that may be necessary to ensure that the Services are provided, performed, and completed in accordance with all required governmental permits, licenses, or other approvals and authorizations that may be required in connection with providing, performing, and completing the Services, and with all applicable statutes, ordinances, rules, and regulations, including, without limitation: any applicable prevailing wage laws; the Fair Labor Standards Act; any statutes regarding qualification to do business; any statutes requiring preference to laborers of specified classes; any statutes prohibiting discrimination because of, or requiring affirmative action based on, race, creed, color, national origin, age, sex, or other prohibited classification, including, without limitation, the Americans with Disabilities Act of 1990, 42 U.S.C. §§ 12101 et seq., and the Illinois Human Rights Act, 775 ILCS 5/1-101 et seq. The Provider shall also comply with all conditions of any federal, state, or local grant received by the Village or the Provider with respect to this Agreement or the Services. Further, the Provider shall have a written sexual harassment policy in compliance with Section 2-105 of the Illinois Human Rights Act. 2. Liability for Noncompliance. The Provider shall be solely liable for any fines or civil penalties that are imposed by any governmental or quasi -governmental agency or body that may arise, or be alleged to have arisen, out of or in connection with the Provider's, or any of its subcontractors, performance of, or failure to perform, the Services or any part thereof. 3. Required Provisions. Every provision of law required by law to be inserted into this Agreement shall be deemed to be inserted herein. F. Default. If it should appear at any time that the Provider has failed or refused to prosecute, or has delayed in the prosecution of, the Services with diligence at a rate that assures completion of the Services in full compliance with the requirements of this Agreement, or has otherwise failed, refused, or delayed to perform or satisfy the Services or any other requirement of this Agreement ("Event of Default'), and fails to cure any such Event of Default within ten business days after the Provider'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 Provider. The Village may require the Provider, 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 Provider and the Services into compliance with this Agreement. 2. Termination of Agreement by Village. The Village may terminate this Agreement without liability for further payment of amounts due or to become due under this Agreement after the effective date of termination. 3. Withholding of Payment by Village. The Village may withhold from any payment, whether or not previously approved, or may recover from the Provider, any and all costs, including attorneys' fees and administrative expenses, incurred by the Village as the result of any Event of Default by the Provider or as a result of actions taken by the Village in response to any Event of Default by the Provider. G. No Additional Obligation. The Parties acknowledge and agree that the Village is under no obligation under this Agreement or otherwise to negotiate or enter into any other or additional contracts or agreements with the Provider orwith any vendor solicited or recommended by the Provider. H. Village Board Authority. Notwithstanding any provision of this Agreement, any negotiations or agreements with, or representations by the Provider to, vendors shall be subject to the approval of the Village Board. For purposes of this Section 7.H, "vendors" shall mean entities engaged in subcontracts for the provision of additional services directly to the Village. The Village shall not be liable to any vendor or third party for any agreements made by the Provider without the knowledge and approval of the Village Board. I. Mutual Cooperation. The Village agrees to cooperate with the Provider in the performance of the Services, including meeting with the Provider and providing the Provider with such non -confidential information that the Village may have that may be relevant and helpful to the Provider's performance of the Services. The Provider agrees to cooperate with the Village in the performance and completion of the Services and with any other Providers engaged by the Village. J. News Releases. The Provider shall not issue any news releases, advertisements, or other public statements regarding the Services without the prior written consent of the Village Manager. K. Ownership. Designs, drawings, plans, specifications, photos, reports, information, observations, calculations, notes, and any other documents, data, or information, in any form, prepared, collected, or received from the Village by the Provider 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 Provider shall cause the Documents to be promptly delivered to the Village. SECTION 8. GENERAL PROVISIONS. A. Amendment. No amendment or modification to this Agreement shall be effective until it is reduced to writing and approved and executed by the Village and the Provider in accordance with all applicable statutory procedures. B. Assignment. This Agreement may not be assigned by the Village or by the Provider without the prior written consent of the other party. C. Binding Effect. The terms of this Agreement shall bind and inure to the benefit of the Village, the Provider, and their agents, successors, and assigns. D. Notice. All notices required or permitted to be given under this Agreement shall be in writing and shall be delivered (1) personally, (2) by a reputable overnight courier, or by (3) by certified mail, return receipt requested, and deposited in the U.S. Mail, postage prepaid. Unless otherwise expressly provided in this Agreement, notices shall be deemed received upon the earlier of: (a) actual receipt; (b) one business day after deposit with an overnight courier, as evidenced by a receipt of deposit; or (c) four business days following deposit in the U.S. mail, as evidenced by a return receipt. By notice complying with the requirements of this Section 8.D, each party shall have the right to change the address or the addressee, or both, for all future notices and communications to the other party, but no notice of a change of addressee or address shall be effective until actually received. Notices and communications to the Village shall be addressed to, and delivered at, the following address: With a copy to: Village of Deerfield, IL 850 Waukegan Road Deerfield, IL 60015 Attention: Village Manager Elrod Friedman LLP 325 N. LaSalle, Suite 450 Chicago, Illinois 60654 Attention: Steven M. Elrod Notices and communications to the Provider shall be addressed to, and delivered at, the following address: Attn: E. Third Party Beneficiary. No claim as a third party beneficiary under this Agreement by any person, firm, or corporation shall be made or be valid against the Village. F. Provisions Severable. If any term, covenant, condition, or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder of the provisions shall remain in full force and effect and shall in no way be affected, impaired, or invalidated. G. Time. Time is of the essence in the performance of all terms and provisions of this Agreement. H. Calendar Days and Time. Unless otherwise provided in this Agreement, any reference in this Agreement to "day" or "days" shall mean calendar days and not business days. If the date for giving of any notice required to be given, or the performance of any obligation, under this Agreement falls on a Saturday, Sunday, or federal holiday, then the notice or obligation may be given or performed on the next business day after that Saturday, Sunday, or federal holiday. I. Governing Laws. This Agreement shall be governed by, construed and enforced in accordance with the internal laws, but not the conflicts of laws rules, of the State of Illinois. J. Authority to Execute. 1. The Village. The Village hereby warrants and represents to the Provider that the persons executing this Agreement on its behalf have been properly authorized to do so by its corporate authorities. 2. The Provider. The Provider hereby warrants and represents to the Village that the persons executing this Agreement on its behalf have the full and complete right, power, and authority to enter into this Agreement and to agree to the terms, provisions, and conditions set forth in this Agreement and that all legal actions needed to authorize the execution, delivery, and performance of this Agreement have been taken. K. Entire Agreement. This Agreement constitutes the entire agreement between the parties to this Agreement and supersedes all prior agreements and negotiations between the parties, whether written or oral, relating to the subject matter of this Agreement. L. Waiver. Neither the Village nor the Provider shall be under any obligation to exercise any of the rights granted to them in this Agreement except as it shall determine to be in its best interest from time to time. The failure of the Village or the Provider to exercise at any time any such rights shall not be deemed or construed as a waiver of that right, nor shall the failure void or affect the Village's or the Provider's right to enforce such rights or any other rights. M. Consents. Unless otherwise provided in this Agreement, whenever the consent, permission, authorization, approval, acknowledgement, or similar indication of assent of any party to this Agreement, or of any duly authorized officer, employee, agent, or representative of any party to this Agreement, is required in this Agreement, the consent, permission, authorization, approval, acknowledgement, or similar indication of assent shall be in writing. N. Grammatical Usage and Construction. In construing this Agreement, pronouns include all genders and the plural includes the singular and vice versa. O. Interpretation. This Agreement shall be construed without regard to the identity of the party who drafted the various provisions of this Agreement. Moreover, each and every provision of this Agreement shall be construed as though all parties to this Agreement participated equally in the drafting of this Agreement. As a result of the foregoing, any rule or construction that a document is to be construed against the drafting party shall not be applicable to this Agreement. P. Headings. The headings, titles, and captions in this Agreement have been inserted only for convenience and in no way define, limit, extend, or describe the scope or intent of this Agreement. Q. Exhibits. Exhibits A attached to this Agreement is, by this reference, incorporated in and made a part of this Agreement. In the event of a conflict between an Exhibit and the text of this Agreement, the text of this Agreement shall control. R. Rights Cumulative. Unless expressly provided to the contrary in this Agreement, each and every one of the rights, remedies, and benefits provided by this Agreement shall be cumulative and shall not be exclusive of any other rights, remedies, and benefits allowed by law. S. 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. IN WITNESS WHEREOF, the Parties have executed this Agreement this day of , 20_ ATTEST VILLAGE OF DEERFIELD By: _ By - Village Clerk Village President ATTEST [PROVIDER] Title: Its: