P ESSIO~:\L SERVICES AGREEVfE~T

This Professional Services Agreement ("Agreement") is between Axiom Consulting Partners, LLC with corporate offices located 20 N. Wacker Dr., Suite 3010, Chicago, IL 60606 at ("Compan) ") and the Board of Trustees of Community College District No. 508. County of Cook and State of Illinois. a body politic and corporate, with district offices located at 226 W. Jackson Boule' ard, Chicago, Illinois 60606 ("Institution").

RECITA S:

WHEREAS, the Institution desires to secure Company's services as outlined herein: and

WHEREAS, Compan) has represented that it has the requisite expertise to perform such sen ices:

NOW THEREFORE, in consideration of the mutual promises and cm,enants contained herein. the sufficiency of which is acknowledged by Company and the Institution, the parties agree as follows:

l. Incorporation. The abo~e recitals and all exhibits attached hereto are incorporated herein b\ reference. If applicable to this agreement, the entire RFP and Compan) ·s response to the RFP are hereby incorporated b) reference into this agreement.

2. Services.

a. Scope of Services. Company shall perform the professional services and all tasks incidental thereto and pro\ide the deliverables specified herein and in Exhibit A attached hereto and incorporated herein by reference ("Services"). Compan) shall perform all Services in accordance and to the reasonable satisfaction of the Institution. Time is of the essence.

b. Standard of Peafonnance. Company shall perform the Sen ices in accordance wnh the degree of professional skilL care and diligence shown b) a professional performing services of a comparable scope, purpose and magnitude customaril" pro~ided in the performance of such Sen Ices. Company shall at all times act in the best interests of the Institution. Company acknowledges that it IS entrusted with and will ha~e access to "aluable and confidential information and records of the Institution and agrees to be held to the standard of care and diligence of a fiducial) . All Senices that require the exercise of professional skill or judgment will be performed b) professionals qualified and competent in the applicable discipline and appropriately licensed, If required b\ law. Compan) remains responsible for the professional and technical accuraq of all Services and deli,erables furnished, whether by Compan), Company's subcontractors or others on its behalf All deli,erables must be prepared in a form, content and schedule satisfactof) to the Institution. Moreover, Compan)' shall use its best efforts. furnish its best professional skill and judgment and cooperate with Institution officials. employees, contractors and agents in completing the Services. IfCompan) fails to comply with these standards. the Compan) must re-perform, at Its own expense, all Senices

S l EGA! 3 Agreements Contracts' Human Resources' Axiom Consulting Partners. I LC.docx

p. Third Party Beneficiaries. Nothing contained in this Agreement is intended to conter upon any person (other than the parties hereto, the Institution Indemnified Parties and the Company Indemnified Parties) any rights, benefits or remedies of any kind or character whatsoe,er, and no person \\ill be deemed a third-party beneficiary under or by reason of this Agreement.

q. Force Majeure. Neither party will have any liability to the other for any failure or delay m penorming any obligation under this Agreement due to acts of God or nature, fires, floods, strikes. ci"Vil disturbances, terrorism, or power. communications. satellite or network failures (individually and collecti,ely "Force Majeure Event"). Either party upon prior written notice may terminate this Agreement if such Force Majeure E"Vent continues for more than ten-(10) calendar days.

r. (' teroarts. This Agreement may be executed in two (2) or more counterparts, each of which will be deemed to be an original, but all of which together will constitute one binding agreement.

s. Conflicts. In the event of a conflict between the pro"Visions of this Agreement and the provisions of Exhibit A the pro\'isions of this Agreement shall control.

IN WITNESS WHEREOF, the Institution and Company have executed this Agreement as of the date \\ ritten abo" e.

Charles R Middleton Board Chair

APPROVED AS TO LEGAL FORM:

By: %rk~, ~~~{F Eugene L. m General Counsel

Axiom Consulting Partners, LLC

By:_~-~--Name:

Title:

~ -k..e~ ~+r-e__lslV\

t'V\a~~'V\j ~o¥~

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Phase l: Prelimina(y Design _ $96,700 i 1

Phase 3: Detailed Design

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CO NSUL TA NTTIMEA.L LOCATION

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(weeks 2-7) 24 56 n

Phase 2: Pre liminary Design {weeks 8-16) 48 G8 9')

Phase 3: Detailed Design {weeks 17-21) )() 30 99

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