HomeMy WebLinkAboutR-25-10VILLAGE OF DEERFIELD
RESOLUTION NO. 2025- R-25-10
A RESOLUTION APPROVING AN AGREEMENT WITH CIORBA GROUP, INC.
FOR PHASE III ENGINEERING 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 firm to provide engineering services for
the VennPoint 5 & 8 Parkway North Development ("Services'); and
WHEREAS, in early 2024, staff conducted interviews with various engineering
consultants as part of the qualifications -based selection process for the provision of the
Services; and
WHEREAS, the Village received a proposal from Ciorba Group, Inc. of Chicago,
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.
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AYES: Berg, Goldstone, Jacoby, Oppenheim
NAYS: None
ABSTAIN: None
ABSENT: Benton, Metts-Childers
PASSED: February 1 S, 2025
APPROVED: February 19, 2025
RESOLUTION NO: R-25-10
Daniel C. Shapiro, Mayor
ATTEST:
Kent S. Street, illage Clerk
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EXHIBIT A
AGREEMENT
4912-0167-4521, v. 1
VILLAGE OF DEERFIELD
PROFESSIONAL SERVICES AGREEMENT
FOR CONSTRUCTION ENGINEERING -PARKWAY NORTH 588 DEVELOPMENT
THIS AGREEMENT ("Agreement'l is dated as of the 21st day of February _, 2025
("Effective Date'l and is by and between the Village of Deerfield, an Illinois home -rule municipal
corporation ('Vilage'), and Ciorba Group, an Illinois Engineering Firm.("the Consultant'I
(collectively, the "Parties'l.
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 powers,
the Parties agree as follows:
SECTION 1. SCOPE AND PROVISION OF SERVICES.
A. Engagement of the Consultant. The Village hereby engages the Consultant
identified below to provide all necessary professional consulting services and to perform the work
in connection with the project described as follows: Phase 111 -Construction Engineering
Services for The Parkway North 588 Development (collectively, the "Services'l.
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'l. 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 ("Commencement Date'J. The Consultant will diligently
and continuously prosecute the Services until the completion of the Services or the
termination of this Agreement ("Time of Performance'l.
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 the
Consultants engaged by the Village.
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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. As between the parties to this Agreement, the Consultant will be
responsible 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.
I. DESIGNATED POINTS OF CONTACT
1. The Village's and the Consultant's designated representatives for this
project shall be:
VILLAGE
Name: Tyler Dickinson, PE
Title: Assistant Director of Public Works & Engineering
Email: TDickinson@deerfield.il.us
Phone: 847-719-7463
Address: 465 Elm Street, Deerfield, IL 60015
CONSULTANT
Name: Michael Kowalski, PE
Title: Construction Group Manager
Email: MKowalski@ciorba.com
Phone: 312-515-3292
Address: 8725 W Higgins Rd, Suite 600, Chicago, IL 60631.
Such representatives shall have authority to act on behalf of their respective principals
and render decisions efficiently. Either party may change its designated representative by a
writing sent to the other.
SECTION 2. COMPENSATION AND METHOD OF PAYMENT.
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A. Compensation. The total amount billed by the Consultant for the Services under
this Agreement will not exceed $229,460 ("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 Consultant becomes aware 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.
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 Village Manager
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.
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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 which shall not be unreasonably
withheld. 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 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 against the Village 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.
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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 ("Confidentiallnformation'J. Confidential Information
includes, without limitation, proprietary information, copyrighted material, personal or private data
of every kind, 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, if requested by the
Village, 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.
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
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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 5.13 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. REASONABLE SKILL AND CARE.
The Consultant's Services will be performed in accordance with the reasonable skill and
care ordinarily exercised by other consulting firms and professionals who perform services of a
similar nature in the Chicagoland area. Any of the Services 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. The Consultant 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
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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.
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') 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.
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A. Indemnification. The Consultant agrees to, and does hereby, hold harmless and
indemnify, but not defend, 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 this Agreement or the
Consultant's performance, or 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 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 reasonably 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'), 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;
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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.
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
Village Manager 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:
E-mail:
With a copy to:
Elrod Friedman LLP
325 N. LaSalle Street, Suite 450
Chicago, Illinois 60654
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Attention: Steven M. Elrod
E-mail: Steven.Elrod@ElrodFriedman.com
Notices to the Consultant will be addressed to, and delivered at, the following address:
Ciorba Group
8725 West Higgins Road, Suite 600
Chicago, IL 60631
Attention: Salvatore Di Bernardo
Email: SDibernardo@ciorba.com
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 Village
Trustees.
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 Nineteenth Judicial 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 Nineteenth Judicial 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.
10
4870-7641-2390, v. 1
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.
Q. Survival. The provisions of Sections 5 and 8 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:
ATTEST:
By:
Title: CFO
VILLAGE OF DEERFIELD
By: . .
4H�IaO_eM—anager
CONSULTANT
By:
Its: Chief Operating Officer
11
4870-7641-2390, V. 1
EXHIBIT A
SCOPE OF SERVICES
AND SCHEDULE
1. Pr ruction N
The Resident Engineer will create a list of potential attendees for the Village's review. This list will include
Village Public Works personnel; private utility representatives; and the Contractor and its subcontractors. After
the list is finalized, the Resident Engineer will notify participants of the time and place for the meeting. Topics
that may be discussed at this meeting will include the progress schedule, construction staging, material and
equipment storage sites, demolition techniques, listing of materials and equipment submittals, general
correspondence procedures, traffic control, subcontractor roles, and submittal for payment. Shop drawing
review procedures will also be discussed, and in particular the Contractor will be advised that material and
equipment are not to be installed prior to completion of the shop drawing review process. The Resident
Engineer's and the Contractor's 24-hour emergency numbers will also be made available to participants. Catalog
cuts and shop drawings may be distributed at the meeting by the Contractor for review by Ciorba. The Resident
Engineer will prepare meeting minutes and distribute them to all participants.
bnop urawm j; neviev.
Ciorba will provide review services for information and data submitted by the Contractor for materials and
designs to be included in the construction. Ciorba will log, stamp, and track all submittals received, and
identify outstanding submittals. All submittals will be reviewed for compliance with the intent of the
Contract documents. Submittal mark-ups and review letters will be generated for each submittal in a timely
manner and mailed to the contractor with copies to the Village. Ciorba will notify the Village of any
substitutions, deficiencies, or changes in the submitted materials when compared to the contract documents. An
assessment of any deviations will be made by Ciorba and presented to the Village with a request for acceptance
or denial. Ciorba will advise the Village of any disapprovals in submittals due to non-conformance with the
intent of the specifications.
3. Construction Observation Services
Ciorba will have a part time Construction Engineer for the project with support by the Resident Engineer /
Project Manager. Ciorba has included 20 hours for the work to completed in 2024, 40 weeks of part-time
construction observation at 20 hours a week for the work to be completed in 2025, 20 hours a month of
part time construction observation for the work to be completed in 2026 and 2027.
Construction will be monitored for conformance with the contract documents and Village requirements. If
there are any unforeseen conditions or issues that develop, Ciorba's design engineers will be available to
provide options to the Village to mitigate project delays. When on -site, Daily Reports will be completed on
Ciorba standard forms unless a Village format is preferred. Ciorba will also maintain a diary, when on
site, describing the work accomplished and will document all work with photographs. Monthly progress
reports will be prepared and provided to the Contractor and the Village.
Other duties for the Resident Engineer will be to continue public stakeholder involvement by addressing any
concerns or issues of local residents, property owners or other stakeholders. At minimum, this will consist
of answering phone calls, receiving and sending e-mails, and contacting residents to ensure resolution. Issues
will be resolved in a timely manner as determined by the Village and situational needs.
As an on -site extension of the Village, Ciorba will maintain close communication with the
Village's designated representative. This will be accomplished by as -needed daily communication and
periodic progress meetings chaired by Ciorba. Invitees to the weekly meeting will include the Village's
designated representative, other Village staff such as Public Works personnel, the Contractor and his
subcontractors and utility representatives.
1
4. Construction Project Close -Out
Ciorba will maintain a punch list of construction items that require correction before final acceptance of the
project and provide it to the Contractor. The site will be inspected for completion of punch list items and
the Contractor will be notified of any incomplete items. After the punch list is completed, site inspections
will be conducted by Ciorba with the Village and the Contractor. Any concerns identified at the walk
through will be resolved prior to acceptanceA-ofthe improvement. As construction proceeds, any
modifications to the plans will be field measured and documented for inclusion in the final construction record
drawings. Two sets of final construction record drawings of a size specified by the Village will be provided
and one flash drive with all updated CAD files.
2
WORK BREAKDOWN STRUCTURE
<<7 GorbaG ro u p
CON SULT11, ZNGINEERS
C
'C7
w
O C
C
Activity
._ .Q
Ln W
.5h
W
TOTAL
1489
209 1280
8. Construction Engineering f Administration
Task Total: 1489
209 1280
0810 Construction Startup
Subtotal: 30
12 18
Review Plans, Specifications and Contract Documents
16
8 8
Set Up Project Documentation
8
8
Pre -Construction Conference Preparation
2
2
Pre -Construction Conference Attendance
4
2 2
0820 Construction Observation / Documentation
Subtotal: 1395
155 1240
Resident Engineer (62 weeks x 5 days/week x 0.5 hrs/day + 0 Sat/2 x 8 hrs/Sat 155
155
Construction Engineer(s) (62 weeks x 5 days/week x 8 hrs/day + 0 Sat/2 x 8 hrs/Sat) x 1 1240
1240
0830 Construction Close-out
Subtotal: 36
14 22
Develop Punch List Items
8
4 4
Coordinate Punch List Completion
8
8
Inspect Punch List Items
16
16
Final Walk Through with Client
4
2 2
0840 Construction Assistance
Subtotal: 28
28
RFIs
12
12
Other Contractor Submittals Review
16
16
DIRECT
% OF
ITEM MANHOUR5 PAYROLL
COSTS TOTAL
GRAND
TOTAL
(A) (C)
(D) (C+D+E)
Construction Engineering / Administration
1489
$ 222,960.00
$
6,500.00
$ 229,460.00
100%
TOTALS
1 1489
$ 222,960.00
$
6,500.00
$ 229,460.00
100%
Construction Engineering 1 Administration
Description Unit Unit Cost
Quantity Extended Cost
Vehicle (mileage) mile $ 0.655
$
-
Vehicle (day) day $ 65.00
100 $
6,500.00
FedEx each $ 25.00
$
-
Travel,Meals Et Lodging day $ 70.00
$
-
Equipment Rental day $ 1.00
$
-
Reproductions - Outside set $ 1.00
$
-
Other Outside Direct Cost dollar $ 20.00
$
-
$
61500.00
EXHIBIT B
INSURANCE COVERAGES
A. Worker's Compensation and Employer's Liability with limits not less than:
(1) Worker's Compensation: Statutory;
(2) Employer's Liability:
$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 Liability 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. Com_2rehensive 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:
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 Policy. 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:
Worker's Compensation
4870-7641-2390. v. 1
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
4870-7641-2390, 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 Respect 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 Village 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.
4870-7641-2390, v. 1