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HomeMy WebLinkAboutR-25-04VILLAGE OF DEERFIELD RESOLUTION NO. 2025- R-25-04 A RESOLUTION APPROVING AN AGREEMENT WITH GEWALT HAMILTON ASSOCIATES, INC. OF VERNON HILLS, ILLINOIS FOR PHASE III ENGINEERING SERVICES FOR DEMOLITION OF WALGREENS CAMPUS BUILDINGS WHEREAS, the Village of Deerfield ("Village') is a home rule municipality in accordance with Article VII, Section 6 of the Constitution of the State of Illinois of 1970; and WHEREAS, the Village desires to retain a firm to provide engineering services for the demolition of 1411— 1435 Lake Cook Road ("Services'); and WHEREAS, the Village received a proposal from Gewalt Hamilton Associates, Inc of Vernon Hills, Illinois ("Consultant') to provide the Services; and WHEREAS, the Village and Consultant desire to enter into an agreement for the provision of the Services by Consultant ("Agreement'); and WHEREAS, the Mayor and Board of Trustees have determined that entering into the Agreement with Consultant will serve and be in the best interest of the Village and its residents; NOW, THEREFORE, BE IT RESOLVED BY THE VILLAGE BOARD OF DEERFIELD, LAKE AND COOK COUNTIES, ILLINOIS, as follows: SECTION 1: RECITALS. The Village Board hereby adopts the foregoing recitals as its findings, as if fully set forth herein. SECTION 2: APPROVAL OF AGREEMENT. Pursuant to the Village's home rule authority, the Agreement by and between the Village and Consultant is hereby approved in substantially the form attached to this Resolution as Exhibit A, and in a final form and substance acceptable to the Village Manager and the Village Attorney. SECTION 3: AUTHORIZATION TO EXECUTE AGREEMENT. The Mayor and the Village Clerk are hereby authorized and directed to execute and attest, on behalf of the Village, the final Agreement upon receipt by the Village Clerk of at least one original copy of the final Agreement executed by Consultant; provided, however, that if the executed copy of the final Agreement is not received by the Village Clerk within 60 days after the effective date of this Resolution, then this authority to execute and attest will, at the option of the Mayor and Board of Trustees, be null and void. SECTION 4: EFFECTIVE DATE. This Resolution shall be in full force and effect from and after its passage and approval according to law. [SIGNATURE PAGE FOLLOWS] AYES: Benton, Berg, Goldstone, Jacoby, Oppenheim NAYS: None ABSTAIN: None ABSENT: Oppenheim PASSED: January 21, 2025 APPROVED: January 21, 2025 RESOLUTION NO: R-25-04 Daniel C. Shapiro, Mayor ATTEST: , Kent S. Street, V' lage Clerk EXHIBIT A A-.reement VILLAGE OF DEERFIELD PROFESSIONAL SERVICES AGREEMENT FOR PHASE III ENGINEERING SERVICES FROM GEWALT HAMILTON ASSOCIATES, INC THIS AGREEMENT ("Agreement') is dated as of the 11 , day of U , 2025 ("Effective Date') and is by and between the VILLAGE OF DEERFIELD, an Illinois home rule municipal corporation ("Village'), and GEWALT HAMILTON ASSOCIATES, INC., an Illinois corporation ("the Consultant') (collectively, the "Parties'). IN CONSIDERATION OF the agreements set forth in this Agreement, the receipt and sufficiency of which are mutually acknowledged, and pursuant to the Village's statutory and home rule powers, the Parties agree as follows: SECTION 1. SCOPE AND PROVISION OF SERVICES. A. Engagement of the Consultant. The Village hereby engages the Consultant to provide all necessary services and to perform the work in connection with the project described as follows: Phase III engineering services for the demolition for 1411 — 1435 Lake Cook (collectively, the "Services'). B. Services. The Consultant has submitted to the Village a description of the Services to be provided by the Consultant, a copy of which is attached as Exhibit A to this Agreement ("Scope of Services'J. The Consultant must provide the Services pursuant to the terms and conditions of this Agreement and as described more fully in the Scope of Services. C. Commencement; Time of Performance. The Consultant will commence the Services immediately upon receipt of written notice from the Village that this Agreement has been fully executed by the Parties and that the Village is ready for Consultant to begin work ("Commencement Date'). The Consultant will diligently and continuously prosecute the Services until the completion of the Services or the termination of this Agreement ("Time of Performance'). D. Reporting. The Consultant will regularly report to the Village regarding the progress of the Services during the term of this Agreement. E. Relationship of the Parties. The Consultant will act as an independent contractor in providing and performing the Services. Nothing in, nor done pursuant to, this Agreement will be construed to: (i) create the relationship of principal and agent, employer and employee, partners, or joint venturers between the Village and the Consultant; or (ii) create any relationship between the Village and any subcontractor of the Consultant. F. Information Releases. The Consultant will not issue any news releases or other public statements regarding the Services without prior approval from the Village. G. Mutual Cooperation. The Village will cooperate with the Consultant in the performance of the Services, including meeting with the Consultant and providing the Consultant with any 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. 4926-2556-4943, v. 1 H. Compliance with Laws and Grants. 1. The Consultant will give all notices, pay all fees, and take all other actions 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 or necessary 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. The Consultant will also comply with all conditions of any federal, state, or local grant received by Village or the Consultant with respect to this Agreement or the Services. 2. The Consultant will be solely liable for any fines or civil penalties that are imposed by any governmental or quasi -governmental agency or body that may arise, or be alleged to have arisen, out of or in connection with the Consultant's, or its subcontractors', performance of, or failure to perform, the Services or any part of the Services. 3. Every provision of law required by law to be inserted into this Agreement will be deemed to be inserted herein. SECTION 2. COMPENSATION AND METHOD OF PAYMENT. A. Compensation. The total amount billed by the Consultant for the Services under this Agreement will not exceed $84,675.00 ("Compensation'), as outlined in the Scope of Services, including reimbursable expenses as identified in the Scope of Services, without the prior express written authorization of the Village. B. Invoices and Payment. The Consultant will be paid as provided in the Scope of Services. The Consultant will submit invoices to the Village in an approved format for those portions of the Services performed and completed by the Consultant. The Village will pay to the Consultant the amount billed in accordance with the Illinois Prompt Payment Act, 50 ILCS 505/1 et seq. C. Records. The Consultant will maintain records showing actual time devoted and costs incurred, and will permit the authorized representative of the Village to inspect and audit all data and records of the Consultant for work done under this Agreement. The records required to be made available to the Village under this Section 2.0 will be made available at reasonable times during the term of this Agreement, and for five years after the termination of this Agreement. D. Claim in Addition to Compensation. If the Consultant claims a right to additional compensation as a result of action taken by the Village, the Consultant must. provide written notice to the Village of the claim within seven days after occurrence of the action, and no claim for additional compensation will be valid unless made in accordance with this Section 2.D. Any changes in the Compensation will be valid only upon written amendment pursuant to Section 10.A of this Agreement. Regardless of the decision of the Village relative to a claim submitted by the Consultant, the Consultant will proceed with all of the Services required to complete the Services under this Agreement as determined by the Village without interruption. 4926-2556-4943, v. 1 E. Taxes, Benefits, Royalties. The Compensation includes all applicable federal, state, and local taxes of every kind and nature applicable to the Services, including, without limitation, 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. The Consultant waives and releases any claim or right to claim additional compensation by reason of the payment of any tax, contribution, premium, costs, royalties, or fees. F. Completion and Acceptance of Services. The Services, and any phase of the Services, will 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. G. Additional Services. The Village will not be liable for any costs incurred by the Consultant in connection with any services provided by the Consultant that are outside the scope of this Agreement ("Additional Services'), regardless of whether the Additional Services are requested or directed by the Village, except upon the prior written consent of the Mayor after approval in accordance with applicable procedures. H. No Additional Obligation. 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. SECTION 3. PERSONNEL,• SUBCONTRACTORS. A. Key Project Personnel. The employees, officials, and personnel of the Consultant described in the Scope of Services ("Key Project Personnel'l, if any, will be primarily responsible for carrying out the Services on behalf of the Consultant. The Key Project Personnel may not be changed without the Village's prior written approval. The Consultant will 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 will have no claim for damages and may not bill the Village for additional time and materials charges as the result of any portion of the Services that must be duplicated or redone due to termination or for any delay or extension of the Time of Performance as a result of any termination, reassigning, or resignation. B. Availability of Personnel. The Consultant will provide all personnel necessary to complete the Services including, without limitation, any Key Project Personnel identified in this Agreement or in the Scope of Services. C. Approval and Use of Subcontractors. The Consultant will 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 will be acceptable to, and approved in advance by, the Village. The Village's approval of any subcontractor or subcontract will not relieve the Consultant of full responsibility and liability for the provision, performance, and completion of the Services as required by this Agreement. All Services performed under any subcontract will 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" will be 4926-2556-4943, v. 1 deemed also to refer to all subcontractors of the Consultant, and every subcontract will 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, then, immediately upon notice from the Village, the Consultant will remove and replace the personnel or subcontractor. The Consultant will 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 removal or replacement. SECTION 4. TERM OF AGREEMENT. A. Term. The term of this Agreement, unless terminated pursuant to the terms of this Agreement, will expire on the date the Village determines that all of the Services under this Agreement, including warranty services, are completed. A determination of completion will not constitute a waiver of any rights or claims that the Village has, before or after completion, with respect to any breach of this Agreement by the Consultant or any right of indemnification of the Village by the Consultant. B. Termination. Notwithstanding any other provision hereof, the Village may terminate this Agreement, at any time and for any reason, upon seven days prior written notice to the Consultant. In the event that this Agreement is so terminated, the Consultant will be paid for Services actually performed and reimbursable expenses actually incurred, if any, prior to termination, not exceeding the value of the Services completed as determined as provided in the Scope of Services. SECTIONS. CONFIDENTIAL INFORMATION,• OWNERSHIP OF WORK PRODUCT AND DOCUMENTS. A. Confidential Information. In the performance of this Agreement, the Consultant may have access to or receive certain information in the possession of the Village that is not generally known to members of the public ("Confidential Information'J. Confidential Information includes, without limitation, proprietary information, copyrighted material, personal or private data of every kin, financial information, health records and information, maps, and all other information of a personal nature. The Consultant must not use or disclose any Confidential Information without the prior written consent of the Village. If the Consultant has any doubt about the confidentiality of any information, then the Consultant must seek a determination from the Village regarding the confidentiality of the information. The Consultant and all of its personnel and subcontractors must make and apply all safeguards necessary to prevent the improper use or disclosure of any Confidential Information. At the expiration or termination of this Agreement, the Consultant must promptly cease using, and must return or destroy (and certify in writing destruction of), all Confidential Information, including all copies, whether physical or in any other form, in its possession. The Consultant may not transfer to, store in, or otherwise allow work product containing Confidential Information to be located in any location, whether physical or digital, not under the control of the Consultant. If the Consultant is required, by any government authority or court of competent jurisdiction, to disclose any Confidential information, the Consultant must immediately give notice to the Village with the understanding that the Village will have the opportunity to contest the process by any means available to it prior to submission of any documents to a court or other third party. The Consultant must cause all of its personnel and subcontractors to undertake and abide by the same obligations regarding Confidential Information as the Consultant. 4926-2556-4943, v. 1 B. Ownership. The Consultant agrees that all work product, 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 will be and remain the exclusive property of the Village. At the Village's request, or upon termination of this Agreement, the Consultant will cause the work product to be promptly delivered to the Village. Any outstanding payment obligations may not be used as a basis to withhold work product. The Consultant agrees that, to the extent permitted by law, any and all work product will exclusively be deemed "works for hire" within the meaning and purview of the United States Copyright Act, 17 U.S.C. § 101 et seq subject to the terms of this Agreement. To the extent any work product does not qualify as a "work for hire," the Consultant irrevocably grants, assigns, and transfers to the Village all right, title, and interest in and to the work product in all media throughout the world in perpetuity and all intellectual property rights therein, free and clear of any liens, claims, or other encumbrances, to the fullest extent permitted by law. All intellectual property, Confidential Information, and work product will at all times be and remain the property of the Village. The Consultant will execute all documents and perform all acts that the Village may request in order to assist the Village in perfecting or protecting its rights in and to the work product and all intellectual property rights relating to the work product. All of the foregoing items will be delivered to the Village upon demand at any time and in any event, will be promptly delivered to the Village upon expiration or termination of this Agreement within three days after a demand. In addition, the Consultant will return the Village's data in the format requested by the Village. If any of the above items are lost or damaged while in the Consultant's possession, those items will be restored or replaced at the Consultant's expense. C. Freedom of Information Act and Local Records Act. The Consultant acknowledges that this Agreement, all documents submitted to the Village related to this Agreement, and records in the possession of the Consultant related to this Agreement or the Services may be a matter of public record and may be subject to the Illinois Freedom of Information Act, 5 ILCS 140/1 et seq., and any other comparable state or federal laws now existing or adopted later (collectively, the "Disclosure Laws'J. In the event that the Village requests records from the Consultant, the Consultant shall promptly cooperate with the Village to enable the Village to meet all of its obligations under the applicable Disclosure Law. The Consultant acknowledges and agrees that the determination as to whether information in the records is exempt from disclosure or should be released to the public will be made by the Village in its sole and absolute discretion. D. Injunctive Relief. In the event of a breach or threatened breach of this Section 5, the Village may suffer irreparable injury not compensable by money damages and would not have an adequate remedy at law. Accordingly, the Consultant agrees that the Village will be entitled to seek immediate injunctive relief to prevent or curtail any breach, threatened or actual. The rights provided under this Section 5.D are in addition and without prejudice to any rights that the Village may have in equity, by law or statute. The Consultant will fully cooperate with the Village in identifying the scope of any improper use or dissemination of data protected by this Section 5 and will assist the Village in any notification efforts required by law. SECTION 6. WARRANTY. The Consultant warrants that the Services will be performed in accordance with the generally accepted standards of professional practice, care, skill, and diligence practiced by recognized consulting firms or licensed and accredited professionals in performing services of a similar nature. This warranty is in addition to any other warranties expressed in this Agreement, or expressed or implied by law, which are reserved unto the Village. Any of the Services 4926-2556-4943, v. 1 required by law or by this Agreement to be performed by licensed professionals will be performed by professionals licensed by the State of Illinois to practice in the applicable professional discipline. SECTION 7. CONSULTANT REPRESENTATIONS. A. Ability to Perform. represents that it is financially solvent, has the necessary financial resources, has sufficient experience and competence, and has the necessary capital, facilities, organization, and staff necessary to provide, perform, and complete the Services in accordance with this Agreement and in a manner consistent with the standards of professional practice by recognized consulting firms providing services of a similar nature. B. Authorization. The execution, delivery and performance by the Consultant of this Agreement has been duly authorized by all necessary corporate action, and does not and will not violate its organizational documents, as amended and supplemented, any of the applicable requirements of law, or constitute a breach of or default under, or require any consent under, any agreement, instrument, or document to which the Consultant is now a party or by which the Consultant is now or may become bound. C. Company Background. The information disclosed by the Consultant regarding its corporate structure, financial condition, expertise, and experience is true and correct. The Consultant will promptly notify Village in writing of any material change to or about the Consultant, including without limitation to change in ownership or control, and any change will be subject to Village approval which will not be unreasonably withheld. D. Conflict of Interest. The Consultant represents and certifies that, to the best of its knowledge: (1) no Village employee, official, or agent has an interest in the business of the Consultant or this Agreement; (2) 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 (3) 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. E. 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 2012, 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 will 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. 4926-2556-4943, v. 1 F. Sexual Harassment Policy. The Consultant certifies that it 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). G. No Default. The Consultant is not in arrears to the Village under any debt or contract and is not in default as surety, contractor, or otherwise to any person, unless as disclosed the Village in writing. H. No Legal Actions Preventing Performance. As of the Effective Date, the Consultant has no knowledge of any action, suit, proceeding, claim or investigation pending or to its knowledge threatened against the Consultant in any court, or by or before any federal, state, municipal, or governmental department, commission, board, bureau, agency, or instrumentality, domestic or foreign, or before any arbitrator of any kind, that, if adversely determined, would materially affect the Consultant's ability to perform its obligation under this Agreement. I. Patriot Act Compliance. The Consultant represents and warrants to the Village that neither the Consultant nor any of its principals, shareholders, or other employees or officials (collectively "Personnel'I is a person or entity named as a Specially Designated National and Blocked Person (as defined in Presidential Executive Order 13224) and that it is not acting, directly or indirectly, for or on behalf of a Specially Designated National and Blocked Person. The Consultant further represents and warrants that the Consultant and its Personnel are not directly or indirectly engaged in or facilitating transactions related to this Agreement on behalf of any person or entity named as a Specially Designated National and Blocked Person. The Consultant must, and will, defend, indemnify, and hold harmless the Village and its officials, officers, authorities, and all Village elected or appointed officials, officers, employees, agents, representatives, and attorneys from and against every claim, damage, loss, risk, liability, and expense (including attorneys' fees and costs) arising from or related to any breach of the representations and warranties in this Section 7.1. SECTION 8. INDEMNIFICATION,• INSURANCE- NO PERSONAL LIABILITY. A. Indemnification. The Consultant agrees to, and does hereby, hold harmless and indemnify the Village and all Village elected or appointed officials, officers, employees, agents, representatives, engineers, and attorneys, from any and all claims that may be asserted at any time against any of those parties in connection with Consultant's alleged negligent or tortious acts, or Consultant's failure to perform all or any part of the Services; provided, however, that this indemnity does not, and will not, apply to willful misconduct or gross negligence on the part of the Village. B. Insurance. Contemporaneous with the Consultant's execution of this Agreement, the Consultant will provide certificates of insurance, all with coverages and limits acceptable to the Village, and the Consultant must provide certificates of insurance, endorsements, and insurance policies acceptable to the Village and including at least the minimum insurance coverage and limits set forth in Exhibit B to this Agreement. For good cause shown by the Consultant, the Village may extend the time for submission of the required certificates, endorsements, and policies and may impose deadlines or other terms to assure compliance with this Section 8.13. Each certificate and endorsement must be in a form acceptable to the Village and from a company with a general rating of A minus, and a financial size category of Class X or better, in Best's Insurance Guide. Each insurance policy must provide that no change, modification, or cancellation of any insurance will become effective until the expiration 4926-2556-4943, v. 1 of 30 days after written notice of the change, modification in, or cancellation will have been given by the insurance company to the Village (10 days' written notice in the event of cancelation due to the Consultant's non-payment of premium). The Consultant must maintain and keep in force, at all times during the term of this Agreement and at the Consultant's expense, the insurance coverage provided in this Section 8.13 and Exhibit B, including without limitation at all times while correcting any failure to meet the warranty requirements of Section 6 of this Agreement. C. No Personal Liability. No elected or appointed official, or employee of the Village will be personally liable, in law or in contract, to the Consultant as the result of the execution and performance of this Agreement. SECTION 9. DEFAULT. A. Default. If the Village determines that the Consultant has failed or refused to properly undertake the Services with diligence, or has delayed in the undertaking 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 the Event of Default within ten days after the Consultant's receipt of written notice of the Event of Default from the Village, then the Village will have the right, notwithstanding the availability of other remedies provided by law or equity, to pursue any one or more of the remedies provided for under Section 9.13 of this Agreement. B. Remedies. In case of any Event of Default, the Village may pursue the following remedies: 1. Cure by the 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. The Village may terminate this Agreement and, notwithstanding anything in Section 3.C. of this Agreement, the Village will not have any liability for further payment of amounts due or to become due under this Agreement; 3. Withholding of Payment. 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. SECTION 10. GENERAL PROVISIONS. A. Amendment. No amendment to this Agreement will be effective unless and until the amendment is in writing, properly approved in accordance with applicable procedures, and executed. B. Assignment. Neither Party may assign their rights or obligations under this Agreement without the prior written consent of the other party. 4926-2556-4943, v. 1 C. Village Actions, Consents, and Approvals. Any action, consent, or approval needed to be taken or given under this Agreement by the Village may only be performed by the Mayor or their designee, to the extent provided for by law. D. Binding Effect. The terms of this Agreement bind and inure to the benefit of the Parties and their agents, successors, and assigns. E. Notice. Any notice required to be given under this Agreement must be in writing and must 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, or (iv) by E-mail. E- mail notices will be deemed valid and received by the addressee only upon explicit or implicit acknowledgment of receipt by the addressee. Unless otherwise expressly provided in this Agreement, notices will 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 Section 10.E, each party will have the right to change the address or the addressee, or both, for all future notices to the other party, but no notice of a change of addressee or address will be effective until actually received. Notices to the Village will be addressed to, and delivered at, the following address: Village of Deerfield 850 Waukegan Road Deerfield, Illinois 60015 Attention: Robert Phillips E-mail: rphillips@deerfield.il.us With a copy to: Elrod Friedman LLP 325 N. LaSalle Street, Suite 450 Chicago, Illinois 60650 Attention: Benjamin Schuster E-mail: benjaminschuster@elrodfriedman.com Notices to the Consultant will be addressed to, and delivered at, the following address: Gewalt Hamilton Associates, Inc. 625 Forest Edge Drive Vernon Hills, IL 60061 Attention: K. David Marquardt Email: F. Third Party Beneficiary. The provisions of this Agreement are and will be for the benefit of the Consultant and Village only and are not for the benefit of any third party, and accordingly, no third party shall have the right to enforce the provisions of this Agreement. The Village will 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 Corporate Authorities. 4926-2556-4943, v. 1 G. Severability. 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 Village will have the right, in its sole and absolute discretion, to determine if (i) the remainder of the provisions of this Agreement will remain in full force and effect and will in no way be affected, impaired, or invalidated, or (ii) the entire agreement shall be invalid, void, and unenforceable. H. Time of the Essence. Time is of the essence in the performance of this Agreement. I. Governing Laws. This Agreement will be interpreted according to the internal laws, but not the conflict of laws rules, of the State of Illinois. J. Venue. Exclusive jurisdiction with regard to the any actions or proceedings arising from, relating to, or in connection with this Agreement will be in the Circuit Court of Lake County, Illinois or, where applicable, in the federal court for the Northern District of Illinois. The Parties waive their respective right to transfer or change the venue of any litigation filed in the Circuit Court of Lake County, Illinois. K. 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 Scope of Services and the Services. L. Non -Waiver. No waiver of any provision of this Agreement will be deemed to or constitute a waiver of any other provision of this Agreement (whether or not similar) nor will any waiver be deemed to or constitute a continuing waiver unless otherwise expressly provided in this Agreement. M. Exhibits. Exhibits A and B attached to this Agreement are, 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 will control. Further, the parties agree that Section VI, titled "General Conditions", and Attachment A, titled "Professional Services Agreement" to the Proposal attached as Exhibit A shall not apply. N. 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 will be cumulative and will not be exclusive of any other rights, remedies, and benefits allowed by law. O. 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 must be in writing. P. Interpretation. This Agreement will be construed without regard to the identity of the Party which drafted the various provisions of this Agreement. Every provision of this Agreement will be construed as though all Parties to this Agreement participated equally in the drafting of this Agreement. Any rule or construction that a document is to be construed against the drafting party will not be applicable to this Agreement. 4926-2556-4943, v. 1 Q. Survival. The provisions of Sections 6, 7, and will survive the termination or expiration of the Agreement. R. Calendar Days; Calculation of Time Periods. Unless otherwise specific in this Agreement, any reference to days in this Agreement will be construed to be calendar days. Unless otherwise specified, in computing any period of time described in this Agreement, the day of the act or event on which the designated period of time begins to run is not to be included and the last day of the period so computed is to be included, unless the last day is a Saturday, Sunday or legal holiday under the laws of the State in which the Property Is located, in which event the period shall run until the end of the next day which is neither a Saturday, Sunday or legal holiday. The anal day of any period will be deemed to end at 5:00 p.m., Central time. S. Counterpart Execution. This Agreement may be executed in several counterparts, each of which, is deemed to be an original, but all of which together will constitute one and the same instrument. ATTEST: �f t, By: Village Clerk A 7 ' MOM • Lis..r VILLAGE OF DEERFIELD By: Mayor CONSULTANT By: E Its: 4926-2556-4943. v. 1 Q. Survival. The provisions of Sections 6, 7, and will survive the termination or expiration of the Agreement. R. Calendar Days; Calculation of Time Periods. Unless otherwise specific in this Agreement, any reference to days in this Agreement will be construed to be calendar days. Unless otherwise specified, in computing any period of time described in this Agreement, the day of the act or event on which the designated period of time begins to run is not to be included and the last day of the period so computed is to be included, unless the last day is a Saturday, Sunday or legal holiday under the laws of the State in which the Property is located, in which event the period shall run until the end of the next day which is neither a Saturday, Sunday or legal holiday. The final day of any period will be deemed to end at 5:00 p.m., Central time. S. Counterpart Execution. This Agreement may be executed in several counterparts, each of which, is deemed to be an original, but all of which together will constitute one and the same instrument. ATTEST: By: 6-4- Village'Clerk ATTEST: By: Title: VILLAGE OF DEERFIELD i By: Mayor CONSULTANT By: Its: 4926-2556-4943, v. 1 EXHIBIT A PROPOSAL [GHA Proposal] 4926-2556-4943, v. 1 August 9, 2024 Mr. Tyler Dickinson, P.E. Assistant Director of Public Works Village of Deerfield 465 Elm Street Deerfield, Illinois 60015 Re: Professional Engineering Services Proposal Construction Engineering Walgreens Campus Buildings Demolition, Deerfield, IL GHA Proposal No.: 2024.CS099 Dear Mr. Dickinson: 1 GEWALT HAMILTON L I t ASSOCIATES, INC. CONSULTING ENGINEERS 625 Forest Edge Drive, Vernon Hills, IL 60061 TEL 847.478.9700 0 FAx 847.478.9701 www.gha-engineers.com On behalf of Gewalt Hamilton Associates, Inc. (GHA), we are pleased to submit this proposal to perform construction engineering services for the proposed buildings demolition at the Walgreens Campus located at 1435 Lake Cook Road in the Village of Deerfield, Illinois. Should you have any questions, or if we can be of additional assistance, please feel free to contact me via email at dmarquardt@gha-engineers.com or directly at (847) 821-6263. Thank you for the opportunity to be of service, and we look forward to working with you and the Village on this project. Sincerely, Gewalt Hamilton Associates, Inc. K. David Marquardt Director of Construction and Survey Services CC: Lucas Deferville — Gewalt Hamilton Associates, Inc. Encl.: GHA Proposal No. 2024.CS099 Walgreens Campus Buildings Demolition Proposal for Professional Engineering Services Walgreens Campus Buildings Demolition Construction Engineering Services Village of Deerfield GHA Proposal No. 2024.CS099 fil GEWALT HAMILTQN aassuciarEs, INC. CONSULTING ENiGIINEERS 62.5 Forest Edge Drive, Vernon Hills, IL 60061 TAL847.475.9700 M FAxS47.478.9101 N%,WW 8lha-eng1rk"rc.c-nm The Village of Deerfield (Client), having an address of 465 Elm Street, Deerfield, Illinois 6001 S and Gewalt Hamilton Associates, Inc. (GHA), 62S Forest Edge Drive, Vernon Hills, Illinois 60061, agree and contract as follows: I. Project Understanding The LG Group of Chicago, Illinois is proposing to develop the 37.5-acre six building former Walgreens Boots Alliance campus property at 1435 Lake Cook Road in the Village of Deerfield, Illinois. According to 'Issued for Permit' plan set prepared by Manhard Consulting and dated June 21, 2024, the LG Group is planning to demolish the existing buildings at 1435 (28,513 sq. ft.), 1425 (23,712 sq. ft.), 1419 (27,315 sq. ft.), 1417 (27,263 sq. ft.), 1415 (27,214 sq. ft.), and 1411 (27,288 sq. ft.). In addition, they are also planning to disconnect building utility services, abandon and/or remove various sections of existing water and sanitary utilities, protect the overall site as well as various sections of water, sanitary, and storm sewer utilities proposed to remain, and provide required soil erosion and sediment control measures as part of the preliminary development work. II. Scope of Services: Construction Engineering Based on schedule provided to the Village by the site's developer, LG Group, GHA currently anticipates this work beginning in October 2024 and taking approximately four (4) months to substantially complete. Based on our understanding of the project's scope and schedule, we anticipate a combination of full and part-time construction observation of the necessary construction operations and processes to ensure all materials and procedures are in conformance with Village requirements. It is assumed that full-time observation will primarily take place for all underground utilities (water main, sanitary sewer and storm sewer) as well as any operations requiring full-time soil erosion and sediment control monitoring such as dust control monitoring. Part-time observation will occur for all above ground visible work, such as building demolition, grading, restoration, etc. For this proposal, we have anticipated a total of five hundred thirty (530) hours for an Engineer Technician III to perform on -site observation and various classifications performing project management. We based these total hours on an estimated construction schedule of eighteen (18) weeks in total with an average of forty (40) hours per week for full-time observation for an eight (8) week period and an average of 20 hours per week for a ten (10) week period for part-time observation. If construction activities extend beyond the estimated eighteen (18) weeks, due to tasks out of GHA's control, we will request additional services. August 9, 2024 GHA Proposal No. 2024.CS099 Page 2 of 6 It is our practice to adhere to construction industry standards and compliance with the project plans and specifications in an effort to efficiently produce a quality project. As such, GHA's Construction Engineering Services will be performed in accordance with the following services: GHA will provide a combination of full- and part-time construction observation and documentation of the construction operations and processes to ensure materials, procedures, and improvements are constructed in general conformance with the contract plans and specifications as well as Village requirements and notify the Village of any deficiencies. GHA will also observe various soil erosion and sediment control procedures and best management practices, including dust control monitoring, are in general conformance with the plans, specifications, and approved supplemental plans provide by the contractor. 2. GHA will provide detailed written documentation of the construction operations and progress and will report to the Village of Deerfield's Engineering Representative. We will also communicate with the Contractor and the Village Engineer regarding the requirements for observation and will provide all necessary reports specified by the Village. Copies of all reports will be forwarded to Developer representatives as well. 3. GHA will provide soil erosion and sediment control monitoring in compliance with the Watershed Development Ordinance of Lake County and include participation from a Lake County Stormwater Management Commission Designated Erosion Control Inspector (DECI). 4. GHA will coordinate a final walk-through upon project completion with the contractor(s) and Village of Deerfield representatives to generate a punch list of deficiencies. 5. Coordination of final inspection of the work with the Village of Deerfield and contractor upon completion of construction, including any punch list items. 6. GHA will review the final as -built record drawings and issue a final opinion for the work. 7. As a representative or liaison of the Village of Deerfield, GHA staff understands the importance of our interface with the public, and will conduct all dealings with public officials, business owners, residents, and the traveling public with professionalism and courtesy. 111111. Services Not Included The following are not included in our Scope of Services: Land Survey services including boundary, plat, or topographic surveys, control establishment, cross sections, construction layout, or as -built surveys. 2. Permit fees and review fees. 3. Soil testing services, or any other CCDD compliance tasks. August 9, 2024 GHA Proposal No. 2024.CS099 Page 3 of 6 4. Geotechnical engineering or Quality Assurance material testing services 5. Wetland mitigation or preservation or environmental investigations 6. IEPA NPDES permitting or SWPPP plan preparation and NPDES monitoring. 7. Civil design or structural, electrical, mechanical, or environmental engineering services 8. Meetings with public officials, construction managers, architects, the Village, or agencies beyond those included in the scope, or attendance at public hearings 9. Construction observation beyond the staff hours and calendar limits established by this proposal. IV. Project Schedule and Engineering Staff Construction is anticipated to begin in October 2024. Dave Marquardt will serve as- the Project Manager, and John Eisenhut will serve as the construction engineer. Additional professional and technical staff will provide support as needed. V. Compensation for Services For the services noted above and based on the anticipated project duration, GHA proposes billing on a time and material (T&M) basis in accordance with the attached hourly rate schedule. The following budget is estimated for this project based on the hourly rate of an Engineering Technician III. Construction Engineering Services (Assumed 530 Hours) $80,400.00 T&M Fee $80,400.00 Estimated Reimbursable Expenses $4,255.00 T&M Fee + Reimbursables $84,675.00 If required, any reimbursable expenses, including items such as printing, messenger service, truck days, mileage etc., will be billed direct to the Client without markup. Statements of GHA charges made against a project are submitted to clients every four weeks and will detail services performed. This permits the client to review the status of the work in progress and the charges made. Should additional services be requested and authorized by the Client, beyond those outlined in Section I: Scope of Services, the client will be billed on a time -and -materials (T&M) basis in accordance with the attached GHA Hourly Rate schedule. GHA will coordinate with the owner prior to completing additional services. August 9, 2024 GHA Proposal No. 2024.CS099 Page 4 of 6 VI. General Conditions The delineated services provided by Gewalt Hamilton Associates, Inc. (GHA) under this Agreement will be performed as reasonably required in accordance with the generally accepted standards for civil engineering and surveying services as reflected in the contract for this project at the time when and the place where the services are performed. Nothing contained in this Agreement shall create a contractual relationship with or a cause of action in favor of a third party against either the Client or GHA. GHA's services under this Agreement are being performed solely for the Client's benefit, and no other party or entity shall have any claim against GHA because of this Agreement or the performance or nonperformance of services hereunder. In no event shall GHA be liable for any loss of profit or any consequential damages. GHA, Inc. shall not have control of and shall not be responsible for construction means, methods, techniques, sequences, or procedures, or for job site safety measures. Such control is the sole responsibility of the Client's contractor. The Client and GHA agree that all disputes between them arising out of or relating to this Agreement, or the Project shall be submitted to nonbinding mediation in Chicago, Illinois unless the parties mutually agree otherwise. This Agreement, including all subparts and Attachment A, which is attached hereto and incorporated herein as the General Provisions of this Professional Services Agreement, constitute the entire integrated agreement between the parties which may not be modified without all parties consenting thereto in writing. Attachment A is attached hereto and incorporated herein and describes special provisions to this engineering agreement. Vll. Authorization By signing below, you indicate your acceptance of this Agreement in its entirety. Gewalt Hamilton Associates, Inc. Village of Deerfield K. David Marquardt Director of Construction & Survey Services Name: Title: r Date: { Encl.: John A. Eisenhut Resume Attachment A GHA Hourly Rates August 9, 2024 GHA Proposal No. 2024.CS099 Page 5 of 6 il GEWALT HAMILTON L f a ASSOCIATES, INC. -A Employee -Owned Company GHA PROFESSIONAL SERVICES HOURLY RATE GUIDE: 2024 The following rates will remain in effect until December 31, 2024, at which time they are subject to an annual increase: PRINCIPAL $ 264.00 ENGINEER TECHNICIAN V $ 200.00 SENIOR PROJECT MANAGER II $ 240.00 ENGINEER TECHNICIAN IV $ 166.00 SENIOR PROJECT MANAGER 1 $ 220.00 ENGINEER TECHNICIAN III $ 150.00 PROJECT MANAGER II $ 202.00 ENGINEER TECHNICIAN II $ 126.00 _PROJECT MANAGER 1 $ 178.00 ENGINEER TECHNICIAN 1 $ 92.00 ENGINEER VI $ 212.00 LANDSCAPE ARCHITECT $ 180.00 ENGINEER V $ 192.00 ENGINEER IV $ 182.00 DATA MANAGER $ 160.00 ENGINEER III $ 170.00 DATA TECHNICIAN III $ 148.00 ENGINEER II $ 152.00 DATA TECHNICIAN 11 $ 132.00 ENGINEER 1 $ 142.00 DATA TECHNICIAN 1 $ 100.00 LAND SURVEYOR IV $ 214.00 CAD MANAGER $ 220.00 LAND SURVEYOR III $ 176.00 CAD TECHNICIAN III $ 154.00 LAND SURVEYOR II $ 154.00 CAD TECHNICIAN II $ 128.00 LAND SURVEYOR 1 $ 136.00 CAD TECHNICIAN 1 $ 100.00 GIS TECHNICIAN IV $ 186.00 ADMINISTRATIVE II $ 114.00 GIS TECHNICIAN III $ 160.00 ADMINISTRATIVE 1 $ 92.00 GIS TECHNICIAN II $ 130.00 GIS TECHNICIAN 1 $ 110.00 ACCOUNTING MANAGER $ 194.00 ACCOUNTING 11 $ 144.00 ENVIRONMENTAL CONSULTANT II $ 150.00 ACCOUNTING 1 $ 130.00 ENVIRONMENTAL CONSULTANT 1 $ 138.00 Services provided under this Agreement will be billed according to the rates in effect at the time services are rendered. GEWALT HAMILTON ASSOCIATES, INC. - 625 FOREST EDGE DRIVE - VERNON HILLS, IL 60061 847.478.9700 GHA-Engineers.com EXHIBIT B INSURANCE COVERAGES A. Worker's Compensation and Employer's Liability with limits not less than: (1) Worker's Com ensation: Statutory; (2) Employer's Liabilitv: $500,000 injury -per occurrence $500,000 disease -per employee $500,000 disease -policy limit Insurance will evidence that coverage applies in the State of Illinois. B. Comprehensive Motor Vehicle Liabilitv with a combined single limit of liability for bodily injury and property damage of not less than $1,000,000 for vehicles owned, non -owned, or rented. All employees will be included as insureds. C. Comprehensive General Liability with coverage written on an "occurrence" basis and with limits no less than: $2,000,000 Bodily Injury and Property Damage Combined Single Limit Coverage is to be written on an "occurrence" basis. Coverages will include: Broad Form Property Damage Endorsement Blanket Contractual Liability (must expressly cover the indemnity provisions of this Agreement) D. Professional Liability Insurance. With a limit of liability of not less than $1,000,000 per occurrence and $2,000,000 in the aggregate and covering the Consultant against all sums that the Consultant may be obligated to pay on account of any liability arising out of this Agreement. E. Umbrella Polic . The required coverages may be in any combination of primary, excess, and umbrella policies. Any excess or umbrella policy must provide excess coverage over underlying insurance on a following -form basis so that when any loss covered by the primary policy exceeds the limits under the primary policy, the excess or umbrella policy becomes effective to cover the loss. F. Owner as Additional Insured. Village will be named as an Additional Insured on all policies except for: 4926-2556-4943, v. 1 Worker's Compensation Professional Liability Each additional Insured endorsement will identify Village as follows: Village of Deerfield, including its Board members and elected and appointed officials, its officers, employees, agents, attorneys, the Consultants, and representatives. G. Other Parties as Additional Insureds. In addition to Village, the following parties will be named as additional insured on the following policies: Additional Insured Policy or Policies 4926-2556-4943, v. 1 GEOGRAPHIC INFORMATION SYSTEMS TECHNOLOGY RIDER The Village has developed digital map information through Geographic Information Systems Technology ("GIS Data'J concerning the real property located within the Village. If requested to do so by the Consultant, the Village agrees to supply the Consultant with a digital copy of the GIS Data, subject to the following conditions: 1. Limited Access to GIS Data. The GIS Data provided by the Village will be limited to the scope of the Work that the Consultant is to provide for the Village; 2. Purpose of GIS Data. The Consultant will limit its use of the GIS Data to its intended purpose of furtherance of the Work; and 3. Agreement with Res ect to GIS Data. a. Trade Secrets of the Village. The GIS Data constitutes proprietary materials and trade secrets of the Village and is the property of the Village; b. Consent of Villa - a Required. The Consultant may not provide or make available the GIS Data in any form to anyone without the prior written consent of the Village. c. Supply to Village. At the request of the Village, the Consultant will provide the Village with all information that has been developed by the Consultant based on the GIS Data; d. No Guarantee of Accuracy. The Village makes no guarantee as to the accuracy, completeness, or suitability of the GIS Data in regard to the Consultant's intended use of the GIS Data; and e. Discontinuation of Use. At the time as the Services have been completed to the satisfaction of the Village, the Consultant will cease its use of the GIS Data for any purpose whatsoever; and, upon request, an authorized representative of the Village will be afforded sufficient access to the Consultant's premises and data processing equipment to verify that all use of the GIS Data has been discontinued. 4926-2556-4943, v. 1