R-2005 - 02/22/2022 - TASTE - Resolutions (2) THE VILLAGE OF OAK BROOK
COOK AND DUPAGE COUNTIES, ILLINOIS
RESOLUTION
2022-TASTE-AG-R-2005
A RESOLUTION
APPROVING AND AUTHORIZING
THE EXECUTION OF AN AGREEMENT
BY AND BETWEEN
THE VILLAGE OF OAK BROOK AND
DUFF ENTERTAINMENT, INC. FOR
THE TASTE OF OAK BROOK
EVENT MANAGEMENT SERVICES
COPAL G. LALMALANI, Village President
CHARLOTTE K. PRUSS, Village Clerk
LAURENCE HERMAN
MICHAEL MANZO
JAMES NAGLE
A. SURESH REDDY
EDWARD TIESENGA
ASIF YUSUF
Village Board
Published in pamphlet form by authority of the
President and the Board of Trustees of the Village of Oak Brook
on this the 22nd day of February, 2022
RESOLUTION NO. 2022-TASTE-AG-R-2005
A RESOLUTION
APPROVING AND AUTHORIZING
THE EXECUTION OF AN AGREEMENT
BY AND BETWEEN
THE VILLAGE OF OAK BROOK AND
DUFF ENTERTAINMENT, INC. FOR
THE TASTE OF OAK BROOK
EVENT MANAGEMENT SERVICES
WHEREAS, the Village of Oak Brook is a municipal corporation with authority provided for
and granted pursuant to the Illinois Municipal Code to exercise certain powers and perform certain
functions pertaining to its local government and affairs;
WHEREAS, the Village of Oak Brook (hereinafter referred to as "Village") upon approval
of the corporate authorities may enter into an agreement with another party pursuant to Illinois
Statute;
WHEREAS, the Village will be hosting the 2022 Taste of Oak Brook Event on July 3, 2022
and is interested in contracting with a professional management firm in order to ensure that event
activities including but not limited to vendor restaurant coordination, securing corporate
sponsorship, set up and tear down of the respective booths are all effectively and
efficiently coordinated and managed;
WHEREAS, the Village requested and received a proposal from Duff Entertainment,
Inc. (`Duff) for event management services for the 2022 Taste of Oak Brook;
WHEREAS, Village Staff has had extensive experience with the principal operators of
Duff and has been extremely impressed with their professionalism and is of the opinion that
Duff's current proposal provides great value to the Village;
WHEREAS, the Village and Duff desire to enter into and execute an agreement for Duff
to provide Event Management Services for the 2022 Taste of Oak Brook; and
WHEREAS, the Village of Oak Brook Corporate Authorities feel that it is in the best interest
of the Village of Oak Brook to award the agreement to Duff Entertainment, Inc. as provided for
herein.
NOW, THEREFORE, BE IT RESOLVED by the Village President and Board of Trustees
of the Village of Oak Brook, DuPage and Cook Counties, Illinois as follows:
Section One — Recitals
The Corporate Authorities hereby find that all of the recitals hereinbefore stated as
contained in the preamble to this resolution are full, true and correct and do hereby, by reference,
incorporate and make them part of this resolution as legislative findings.
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Section Two — Approval of Agreement and Proposal
The Village hereby accepts the proposal from the proposer set forth herein and approves
the agreement substantially in the form attached hereto and made a part hereof as Exhibit A.
Section Three—Authorization and Direction
The Village Manager is hereby authorized to execute, and the Village Clerk is hereby
authorized to attest the agreement, in the form of such agreement attached hereto as Exhibit A,
with such changes therein as shall be approved by the Village Attorney and the officials of the
Village executing the same, their execution thereof to constitute exclusive evidence of their
approval to any and all changes or revisions therein from and after the execution and delivery of
such agreement.
Section Four - Other Actions Authorized
The officers, employees and/or agents of the Village shall take all actions necessary or
reasonably required to carry out and give effect to the intent of this resolution and otherwise to
consummate the transactions contemplated herein, and shall take all actions necessary in
conformity therewith including, without limitation, the execution and delivery of all documents
required to be delivered in connection with the transaction contemplated herein.
Section Five - Authorization of Expenditures
The Corporate Authorities hereby authorize and direct the expenditure of all costs related
to the execution of the agreement, additionally, the Village is authorized and directed to allocate
and spend all necessary funds to fulfill the requirements of the agreement and of this resolution.
Section Six - Acts of Village Officials
That all past, present and future acts and doings of the officials of the Village that are in
conformity with the purpose and intent of this resolution are hereby, in all respects, ratified,
approved, authorized and confirmed.
Section Seven — Prevailing Wage Act
The successful proposer shall be required to comply with all of the terms and conditions
of the Illinois Prevailing Wage Act, to the extent that it applies.
Section Eight— Effective Date
This resolution shall be in full force and effect upon passage and approval in the manner
provided by law.
Section Nine - Publication
This resolution shall be published in book or pamphlet form as provided by the Illinois
Municipal Code.
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Section Ten —Conflict Clause
All resolutions, parts of resolutions or board actions in conflict herewith are hereby repealed
to the extent of such conflict.
Section Eleven — Saving Clause
If any section, paragraph, clause or provision of this resolution is declared by a court of
law to be invalid or unconstitutional, the invalidity or unconstitutionality thereof shall not affect the
validity of any other provisions of this resolution, which are hereby declared to be separable.
Section Twelve— Recording
This resolution shall be entered into the minutes and upon the journals of the Board of
Trustees of the Village of Oak Brook.
PASSED THIS 22nd day of February, 2022
Ayes: Trustees Herman, Manzo, Nagle, Reddy, Tiesenga, and Yusuf
Nays: None
Absent: None
APPROVED THIS 22nd day of February, 2022
Gopal G. Lalmalani
Village President
ATTE T: r OF Oq
G
8
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Charlotte K. Pruss
Village Clerk did
0011
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Exhibit A
Agreement
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Q Original provided to Official Files Date/Initials
Village of Oak Brook I Approved by Board of Trustees. Date/initials:
VILLAGE OF OAK BROOK
PROFESSIONAL SERVICES AGREEMENT
This PROFESSIONAL SERVICES AGREEMENT ("Agreement's is dated as of
the day of , 2022, and is by and between the VILLAGE OF OAK
BROOK, an Illinois municipal corporation ("Village's, and the Consultant identified in
Section 1.A of this Agreement.
IN CONSIDERATION OF the recitals and the mutual covenants and agreements
set forth in this Agreement, and pursuant to the Village's statutory powers, the parties
agree as follows:
SECTION 1. CONSULTANT.
A. Engagement of Consultant. The Village desires to engage the Consultant
identified below to perform and to provide all necessary professional consulting services
to perform the work in connection with the project identified below:
Consultant Name ("Consultant's: Duff Entertainment, Inc.
Address: 800 Huntleigh Drive, Naperville, Illinois 60540
Telephone No.: 773-401-3833
Email: duff duffentertainment.com
Project Name/Description: 2022 Taste of Oak Brook Event Management
Services
Agreement Amount: Event Management Operations $17,700.00
B. Project Description. Consultant is to provide event management services to
the Village for the Villages 2022 Taste of Oak Brook, as more fully described in the
proposal attached to this Agreement as Exhibit A ("Proposal's.
C. Representations of Consultant. The Consultant represents that it is
financially solvent, has the necessary financial resources, and is sufficiently experienced
and competent to perform and complete the consulting services that are set forth in this
Agreement, and the Proposal (collectively, "Servfces'� in a manner consistent with the
standards of professional practice by recognized consulting firms providing services of a
similar nature.
SECTION 2. SCOPE OF SERVICES.
A. Retention of the Consultant. The Village retains the Consultant to perform,
and the Consultant agrees to perform, the Services.
B. Services. The Consultant shall provide the Services pursuant to the terms and
conditions of this Agreement, and the Proposal.
C. Commencement; Term. The Consultant shall commence the Services
immediately upon receipt of written notice from the Village that this Agreement has been
fully executed by the Parties ("Commencement Date'' . The Consultant shall diligently
and continuously prosecute the Services until the completion of the Services or upon
termination of this Agreement by the Village, but in no event later than the date that is 30
days after the end of the Village's 2022 Taste of Oak Brook ("Time of Performance").
D. Option to Renew. At the Village's option, the Village may renew this
Agreement annually for the Village's 2023, 2024, 2025, and 2026 Taste of Oak Brook
upon the same terms and conditions as are set forth in this Agreement by sending
Consultant notice in writing no later than February 28 of the year.
E. Reporting. The Consultant shall regularly report to the Village Manager, or his
designee, regarding the progress of the Services during the term of this Agreement.
SECTION 3. COMPENSATION AND METHOD OF PAYMENT.
A. Agreement Amount. The total amount paid by the Village for the Services
pursuant to this Agreement shall not exceed the amount identified as the Agreement
Amount in Section 1.A of this Agreement. No claim for additional compensation shall be
valid unless made in accordance with Sections 3.D or 3.E of this Agreement.
B. Invoices and Payment. The Village shall pay Consultant $2,500 towards the
management fee upon receipt of the first invoice. On or before May 1, 2022, the
Consultant shall submit and invoice for the remaining 50% of the management fees. All
sponsorship and booth sales revenues minus commission are paid to the Village, as they
are collected. Fourteen (14) days following the event, the Consultant shall distribute a
final invoice for payment with back-up documentation.
C. Records. The Consultant shall maintain records showing actual time devoted
and costs incurred, and shall permit the Village to inspect and audit all data and records
of the Consultant for work done pursuant to this Agreement. The records shall be made
available to the Village at reasonable times during the term of this Agreement, and for
one year after the termination of this Agreement.
D. Claim In Addition To Agreement Amount.
1. The Consultant shall provide written notice to the Village of Oak
Brook any claim for additional compensation as a result of action taken by the Village,
within 15 days after the occurrence of such action.
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2. The Consultant acknowledges and agrees that: (a) the provision of
written notice pursuant to Section IDA of this Agreement shall not be deemed or
interpreted as entitling the Consultant to any additional compensation; and (b) any
changes in the Agreement Amount shall be valid only upon written amendment pursuant
to Section 8.A of this Agreement.
3. Regardless of the decision of the Village relative to a claim submitted
by the Consultant, the Consultant shall proceed with all of the work required to complete
the Services under this Agreement, as determined by the Village, without interruption.
E. Additional Services. The Consultant acknowledges and agrees that the
Village shall 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 such Additional Services are requested
or directed by the Village, except upon the prior written consent of the Village.
F. Taxes, Benefits, and Royalties. Each payment by the Village to the
Consultant includes all applicable federal, state, and Village taxes of every kind and
nature applicable to the Services, as well as all taxes, contributions, and premiums for
unemployment insurance, old age or retirement benefits, pensions, annuities, or similar
benefits, and all costs, royalties, and fees arising from the use on, or the incorporation
into, the Services, of patented or copyrighted equipment, materials, supplies, tools,
appliances, devices, processes, or inventions. All claims or rights to claim additional
compensation by reason of the payment of any such tax, contribution, premium, cost,
royalty, or fee are hereby waived and released by the Consultant.
G. Final Acceptance. The Services, or, if the Services are to be performed in
separate phases, each phase of the Services, shall be considered complete on the date
of final written acceptance by the Village of Oak Brook the Services or each phase of the
Services, as the case may be, which acceptance shall not be unreasonably withheld or
delayed.
SECTION 4. PERSONNEL, SUBCONTRACTORS.
A. Key Project Personnel. The Key Project Personnel shall be primarily
responsible for carrying out the Services on behalf of the Consultant. The Key Project
Personnel shall not be changed without the Village's prior written approval.
B. Availability of Personnel. The Consultant shall provide all personnel
necessary to complete the Services including, without limitation, any Key Project
Personnel identified in this Agreement. The Consultant shall notify the Village as soon
as practicable prior to terminating the employment of, reassigning, or receiving notice of
the resignation of, any Key Project Personnel. The Consultant shall have no claim for
damages and shall not bill the Village for additional time and material charges as the
result of any portion of the Services, which must be duplicated or redone due to such
termination or for any delay, or extension of the Time of Performance, as a result of any
such termination, reassignment, or resignation.
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C. Approval and Use of Subcontractors. The Consultant shall perform the
Services with its own personnel and under the management, supervision, and control of
its own organization unless otherwise approved in advance by the Village in writing. All
subcontractors and subcontracts used by the Consultant shall be acceptable to, and
approved in advance by, the Village. The Village's approval of any subcontractor or
subcontract shall not relieve the Consultant of full responsibility and liability for the
provision, performance, and completion of the Services as required by this Agreement.
All Services performed under any subcontract shall be subject to all of the provisions of
this Agreement in the same manner as if performed by employees of the Consultant. For
purposes of this Agreement, the term "Consultant" shall be deemed also to refer to all
subcontractors of the Consultant, and every subcontract shall include a provision binding
the subcontractor to all provisions of this Agreement.
D. Removal of Personnel and Subcontractors. If any personnel or
subcontractor fails to perform the Services in a manner satisfactory to the Village and
consistent with commonly accepted professional practices, the Consultant shall
immediately upon notice from the Village remove and replace such personnel or
subcontractor. The Consultant shall have no claim for damages, for compensation in
excess of the amount contained in this Agreement, or for a delay or extension of the Time
of Performance as a result of any such removal or replacement.
SECTION 5. CONFIDENTIAL INFORMATION.
A. Confidential Information. The term "Confidential Information"shall mean
information in the possession or under the control of the Village relating to the technical,
business, or corporate affairs of the Village; Village property; user information, including,
without limitation, any information pertaining to usage of the Village's computer system,
including and without limitation, any information obtained from server logs or other
records of electronic or machine readable form; and the existence of, and terms and
conditions of, this Agreement. Village Confidential Information shall not include
information that can be demonstrated: (1)to have been rightfully in the possession of the
Consultant from a source other than the Village prior to the time of disclosure of such
information to the Consultant pursuant to this Agreement ("Time of Disclosure'l; (2) to
have been in the public domain prior to the Time of Disclosure; (3) to have become part
of the public domain after the Time of Disclosure by a publication or by any other means
except an unauthorized act or omission or breach of this Agreement on the part of the
Consultant or the Village; or(4)to have been supplied to the Consultant after the Time of
Disclosure without restriction by a third party who is under no obligation to the Village to
maintain such information in confidence.
B. No Disclosure of Confidential Information by the Consultant. The
Consultant acknowledges that it shall, in performing the Services for the Village under
this Agreement, have access, or be directly or indirectly exposed, to Confidential
Information. The Consultant shall hold confidential all Confidential Information and shall
not disclose or use such Confidential Information without the express prior written consent
of the Village. The Consultant shall use reasonable measures at least as strict as those
the Consultant uses to protect its own confidential information. Such measures shall
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include, without limitation, requiring employees and subcontractors of the Consultant to
execute a non-disclosure agreement before obtaining access to Confidential Information.
SECTION 6. STANDARD OF SERVICES AND INDEMNIFICATION.
A. Representation and Certification of Services. The Consultant represents
and certifies that the Services shall be performed in accordance with the standards of
professional practice, care, and diligence practiced by recognized consulting firms in
performing services of a similar nature in existence at the Time of Performance. The
representations and certifications expressed shall be in addition to any other
representations and certifications expressed in this Agreement, or expressed or implied
by law, which are hereby reserved unto the Village.
B. Indemnification. The Consultant shall, and does hereby agree to, indemnify
and save harmless the Village against all damages, liability, claims, losses, and expenses
(including attorneys' fees) that may arise, or be alleged to have arisen, out of or in
connection with the Consultant's performance of, or failure to perform, the Services or
any part thereof, or any failure to meet the representations and certifications set forth in
Section 6.A of this Agreement.
C. Insurance. Consultant acknowledges and agrees that Consultant shall
provide certificates of insurance evidencing the minimum insurance coverages and limits
set forth in Exhibit B attached to this Agreement within 10 days following the Village's
acceptance of this Agreement. Such policies shall be in form, and from companies,
acceptable to the Village. The insurance coverages and limits set forth Exhibit B shall be
deemed minimum coverages and limits and shall not be construed in any way as a
limitation on Consultant's duty to carry adequate insurance or on Contractor's liability for
losses or damages under this Contract. The minimum insurance coverages and limits
that shall be maintained at all times while providing, performing, or completing the
Services.
D. No Personal Liability. No elected or appointed official or employee of the
Village shall be personally liable, in law or in contract, to the Consultant as the result of
the execution of this Agreement.
SECTION 7. CONSULTANT AGREEMENT GENERAL PROVISIONS.
A. Relationship of the Parties. The Consultant shall act as an independent
contractor in providing and performing the Services. Nothing in, nor done pursuant to,
this Agreement shall be construed: (1) to create the relationship of principal and agent,
employer and employee, partners, or joint venturers between the Village and Consultant;
or (2) to create any relationship between the Village and any subcontractor of the
Consultant.
B. Conflict of Interest. The Consultant represents and certifies that, to the best
of its knowledge: (1) no elected or appointed Village official, employee or agent has a
personal financial interest in the business of the Consultant or in this Agreement, or has
personally received payment or other consideration for this Agreement; (2)as of the date
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of this Agreement, neither Consultant nor any person employed or associated with
Consultant has any interest that would conflict in any manner or degree with the
performance of the obligations under this Agreement; and (3) neither Consultant nor any
person employed by or associated with Consultant shall at any time during the term of
this Agreement obtain or acquire any interest that would conflict in any manner or degree
with the performance of the obligations under this Agreement.
C. No Collusion. The Consultant represents and certifies that the Consultant is
not barred from contracting with a unit of state or local government as a result of: (1) a
delinquency in the payment of any tax administered by the Illinois Department of
Revenue, unless the 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 (2) a violation of either Section 33E-3 or Section 33E-4 of Article 33E of the
Criminal Code of 1961, 720 ILCS 5/33E-1 et seq. The 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 shall
be found that the Consultant has, in procuring this Agreement, colluded with any other
person, firm, or corporation, then the Consultant shall be liable to the Village for all loss
or damage that the Village may suffer, and this Agreement shall, at the Village's option,
be null and void.
D. Termination. Notwithstanding any other provision hereof, the Village may
terminate this Agreement at any time upon 15 days written notice to the Consultant. In
the event that this Agreement is so terminated, the Consultant shall be paid for Services
actually performed and reimbursable expenses actually incurred, if any, prior to
termination, not exceeding the value of the Services completed, which shall be
determined based on the rates set forth in the Proposal.
E. Compliance with Laws and Grants.
1. Compliance with Laws. The Consultant shall give all notices, pay all
fees, and take all other action that may be necessary to ensure that the Services are
provided, performed, and completed in accordance with all required governmental
permits, licenses, or other approvals and authorizations that may be required in
connection with providing, performing, and completing the Services, and with all
applicable statutes, ordinances, rules, and regulations, including, without limitation: any
applicable prevailing wage laws; the Fair Labor Standards Act; any statutes regarding
qualification to do business; any statutes requiring preference to laborers of specified
classes; any statutes prohibiting discrimination because of, or requiring affirmative action
based on, race, creed, color, national origin, age, sex, or other prohibited classification,
including, without limitation, the Americans with Disabilities Act of 1990, 42 U.S.C. §§
12101 et seq., and the Illinois Human Rights Act, 775 ILCS 5/1-101 et seq. The
Consultant shall also comply with all conditions of any federal, state, or local grant
received by the Village or the Consultant with respect to this Agreement or the Services.
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20221asteE ent%1anagemen1Sns
Further, the Consultant shall have a written sexual harassment policy in compliance with
Section 2-105 of the Illinois Human Rights Act.
2. Liability for Noncompliance. The Consultant shall be solely liable for
any fines or civil penalties that are imposed by any governmental or quasi-governmental
agency or body that may arise, or be alleged to have arisen, out of or in connection with
the Consultant's, or any of its subcontractors, performance of, or failure to perform, the
Services or any part thereof.
3. Required Provisions. Every provision of law required by law to be
inserted into this Agreement shall be deemed to be inserted herein.
F. Default. If it should appear at any time that the Consultant has failed or refused
to prosecute, or has delayed in the prosecution of, the Services with diligence at a rate
that assures completion of the Services in full compliance with the requirements of this
Agreement, or has otherwise failed, refused, or delayed to perform or satisfy the Services
or any other requirement of this Agreement ("Event of Default'), and fails to cure any
such Event of Default within ten business days after the Consultant's receipt of written
notice of such Event of Default from the Village, then the Village shall have the right,
without prejudice to any other remedies provided by law or equity, to pursue any one or
more of the following remedies:
1. Cure by Consultant. The Village may require the Consultant, within
a reasonable time, to complete or correct all or any part of the Services that are the
subject of the Event of Default; and to take any or all other action necessary to bring the
Consultant and the Services into compliance with this Agreement.
2. Termination of Agreement by Village. The Village may terminate this
Agreement without liability for further payment of amounts due or to become due under
this Agreement after the effective date of termination.
3. Withholding of Payment by Village. The Village may withhold from
any payment, whether or not previously approved, or may recover from the 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.
G. No Additional Obligation. The Parties acknowledge and agree that the
Village is under no obligation under this Agreement or otherwise to negotiate or enter into
any other or additional contracts or agreements with the Consultant or with any vendor
solicited or recommended by the Consultant.
H. Village Authority. Notwithstanding any provision of this Agreement, any
negotiations or agreements with, or representations by the Consultant to, vendors shall
be subject to the approval of the Village. For purposes of this Section 7.H, "vendors" shall
mean entities engaged in subcontracts for the provision of additional services directly to
the Village. The Village shall not be liable to any vendor or third party for any agreements
made by the Consultant without the knowledge and approval of the Village.
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1. Mutual Cooperation. The Village agrees to cooperate with the Consultant in
the performance of the Services, including meeting with the Consultant and providing the
Consultant with such non-confidential information that the Village may have that may be
relevant and helpful to the Consultant's performance of the Services. The Consultant
agrees to cooperate with the Village in the performance and completion of the Services
and with any other consultants engaged by the Village.
J. News Releases. The Consultant shall not issue any news releases,
advertisements, or other public statements regarding the Services without the prior written
consent of the Village Manager.
K. Ownership. Designs, drawings, plans, specifications, photos, reports,
information, observations, calculations, notes, and any other documents, data, or
information, in any form, prepared, collected, or received from the Village by the
Consultant in connection with any or all of the Services to be performed under this
Agreement ("Documents'l shall be and remain the exclusive property of the Village. At
the Village's request, or upon termination of this Agreement, the Consultant shall cause
the Documents to be promptly delivered to the Village.
L. GIS Data. The Village has developed digital map information through
Geographic Information Systems Technology ("GIS Data's 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 shall
be limited to the scope of the Services that the Consultant is to provide for the Village;
2. Purpose of GIS Data. The Consultant shall limit its use of the GIS Data
to its intended purpose of furtherance of the Services; and
3. Agreement with Respect to GIS Data. The Consultant does hereby
acknowledge and agree that:
a. Trade Secrets of the Village. The GIS Data constitutes
proprietary materials and trade secrets of the Village, and shall remain the
property of the Village;
b. Consent of Village Required. The Consultant will not provide or
make available the GIS Data in any form to anyone without the prior written
consent of the Village Manager;
c. Supply to Village. At the request of the Village, the Consultant
shall supply the Village with any and all information that may have been
developed by the Consultant based on the GIS Data;
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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 thereof; and
e. Discontinuation of Use. At such time as the Services have been
completed to the satisfaction of the Village, the Consultant shall cease its
use of the GIS Data for any purpose whatsoever, and remove the GIS Data
from all of the Consultant's databases, files, and records; and, upon
request, an authorized representative of the Village shall be afforded
sufficient access to the Consultant's premises and data processing
equipment to verify compliance by the Consultant with this Section 71.3.e.
SECTION 8. GENERAL PROVISIONS.
A. Amendment. No amendment or modification to this Agreement shall be
effective until it is reduced to writing and approved and executed by the Village and the
Consultant in accordance with all applicable statutory procedures.
B. Assignment. This Agreement may not be assigned by the Village or by the
Consultant without the prior written consent of the other party.
C. Binding Effect. The terms of this Agreement shall bind and inure to the benefit
of the Village, the Consultant, and their agents, successors, and assigns.
D. Notice. All notices required or permitted to be given under this Agreement
shall be in writing and shall be delivered (1) personally. (2) by a reputable overnight
courier, by (3) by certified mail, return receipt requested, and deposited in the U.S. Mail,
postage prepaid, by (4) email, or by (5) facsimile. Unless otherwise expressly provided
in this Agreement, notices shall be deemed received upon the earlier of: (a)actual receipt;
(b)one business day after deposit with an overnight courier, as evidenced by a receipt of
deposit; or (c) five business days following deposit in the U.S, mail, as evidenced by a
return receipt. By notice complying with the requirements of this Section 8.D, each party
shall have the right to change the address or the addressee, or both, for all future notices
and communications to the other party, but no notice of a change of addressee or address
shall be effective until actually received.
Notices and communications to the Village shall be addressed to, and delivered at, the
following address:
Village of Oak Brook
1200 Oak Brook Road
Oak Brook, Illinois 60523
Attention: Greg Summers, Village Manager
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Notices and communications to the Consultant shall be addressed to, and delivered at,
the following address:
Duff Entertainment, Inc.
800 Huntleigh Drive
Naperville, Illinois 60540
Attention: Duff Rice, President
E. Third Party Beneficiary. No claim as a third party beneficiary under this
Agreement by any person, firm, or corporation shall be made or be valid against the
Village.
F. Provisions Severable. If any term, covenant, condition, or provision of this
Agreement is held by a court of competent jurisdiction to be invalid, void, or
unenforceable, the remainder of the provisions shall remain in full force and effect and
shall in no way be affected, impaired, or invalidated.
G. Time. Time is of the essence in the performance of all terms and provisions of
this Agreement.
H. Calendar Days and Time. Unless otherwise provided in this Agreement, any
reference in this Agreement to "day"or"days" shall mean calendar days and not business
days. If the date for giving of any notice required to be given, or the performance of any
obligation, under this Agreement falls on a Saturday, Sunday, or federal holiday, then the
notice or obligation may be given or performed on the next business day after that
Saturday, Sunday, or federal holiday.
I. Governing Laws. This Agreement shall be governed by, construed and
enforced in accordance with the internal laws, but not the conflicts of laws rules, of the
State of Illinois; venue for any action related to this Agreement will be in the Circuit Court
of DuPage County, Illinois.
J. Authority to Execute.
1. The Village. The Village hereby warrants and represents to the
Consultant that the persons executing this Agreement on its behalf have been properly
authorized to do so by its corporate authorities.
2. The Consultant. The Consultant hereby warrants and represents to
the Village that the persons executing this Agreement on its behalf have the full and
complete right, power, and authority to enter into this Agreement and to agree to the
terms, provisions, and conditions set forth in this Agreement and that all legal actions
needed to authorize the execution, delivery, and performance of this Agreement have
been taken.
K. Entire Agreement. This Agreement constitutes the entire agreement between
the parties to this Agreement and supersedes all prior agreements and negotiations
10
20221 astcEvent\7anagemen[Sm,
between the parties, whether written or oral, relating to the subject matter of this
Agreement.
L. Waiver. Neither the Village nor the Consultant shall be under any obligation to
exercise any of the rights granted to them in this Agreement except as it shall determine
to be in its best interest from time to time. The failure of the Village or the Consultant to
exercise at any time any such rights shall not be deemed or construed as a waiver of that
right, nor shall the failure void or affect the Village's or the Consultant's right to enforce
such rights or any other rights.
M. Consents. Unless otherwise provided in this Agreement, whenever the
consent, permission, authorization, approval, acknowledgement, or similar indication of
assent of any party to this Agreement, or of any duly authorized officer, employee, agent,
or representative of any party to this Agreement, is required in this Agreement, the
consent, permission, authorization, approval, acknowledgement, or similar indication of
assent shall be in writing.
N. Grammatical Usage and Construction. In construing this Agreement,
pronouns include all genders and the plural includes the singular and vice versa.
O. Interpretation. This Agreement shall be construed without regard to the
identity of the party who drafted the various provisions of this Agreement. Moreover,each
and every provision of this Agreement shall be construed as though all parties to this
Agreement participated equally in the drafting of this Agreement. As a result of the
foregoing, any rule or construction that a document is to be construed against the drafting
party shall not be applicable to this Agreement.
P. Headings. The headings, titles, and captions in this Agreement have been
inserted only for convenience and in no way define, limit, extend, or describe the scope
or intent of this Agreement.
Q. Exhibits. Exhibits A and B attached to this Agreement are, by this reference,
incorporated in and made a part of this Agreement. In the event of a conflict between
Exhibit A and text of this Agreement, the text of this Agreement shall control.
R. Rights Cumulative. Unless expressly provided to the contrary in this
Agreement, each and every one of the rights, remedies, and benefits provided by this
Agreement shall be cumulative and shall not be exclusive of any other rights, remedies,
and benefits allowed by law.
II
20,221 asteEventManagetnentSns
IN WITNESS WHEREOF, the Parties have executed this Agreement this
day of 2022.
ATTEST: VILLAGE OF OAK BROOK
By: By:
Charlotte Pruss, Village Clerk Greg Summers, Village Manager
ATTEST: DUFF ENTERTAINMENT, INC.
By: By:
Title: Its:
i2
2022 Tasteh eniklanagwientSrvs
EXHIBIT A
Proposal
13
2022 TasteEV entManaeementS",
entertainment.
Duff Entertain ment.com . . .
PROPOSAL-AGREEMENT
Taste of Oak Brook
July 3, 2022
Duff Entertainment, Inc (DEI) proposes to perform the following services for Taste of
Oak Brook to be held on July 3, 2022 at the Oak Brook Polo Grounds.
DEI Scope of Services:
DEI will assign an Event Manager who will be responsible for day-to-day
communications between DEI and the Village of Oak Brook ("Oak Brook")
Operations
• Conduct site surveys as necessary and produce maps or plans for distribution.
• Attend all relevant meetings with Oak Brook staff,community representatives
and safety (Police and Fire) personnel.
• In conjunction with Oak Brook staff, create a comprehensive budget for the
event.
• In conjunction with Oak Brook staff, create a parking plan and implement day
of event parking operations.
Source potential live entertainment, and pending Oak Brook approval, book
and coordinate live entertainment for the event that appeals to a diverse
audience with a special emphasis on entertainment geared toward young
families.
• Determine quantities and specifications for equipment and materials used for
the event and solicit proposals from qualified vendors and/or subcontractors
for services or equipment used at the event. Submit qualified bids to Oak
Brook for budget approval.
Prepare a comprehensive vendor information and requirement package for
distribution to potential food & beverage vendors at the event
• Coordinate a food & beverage service plan in conjunction with Oak Brook Staff
and committee of experienced vendors.
• Draft schedule for pre-production, load-in, and event day.
• Supervise and coordinate installation and dismantling of event site including
tents, stages, barricades, electrical distribution, etc.
• Provide a core labor crew during set-up, execution and dismantling phases of
event at pre-specified times, pay rates and levels as agreed to in the
production schedule and event budget.
+ Create a communications plan and supervise the distribution of
communications equipment.
• Insure that any subcontractor or third party vendor has obtained any
necessary licenses or permits and provide evidence of such to Oak Brook.
Sponsorship
• Create and distribute a sponsorship pitch document that specifies levels of
participation and associated costs.
• Direct development of media relationships and strategic partnerships with
the goal of acquiring media trade to promote event.
• Coordinate the implementation of sponsor operational needs and
entitlements at the Event.
Proposed Management Team & Fees
Event Management $17700.00
• Event Manager
• Set up/Event/Tear down Labor
Vendor/Restaurant Coordinator
Sponsorship
See attached Exhibit A, Sponsorship Addendum.
Financial Procedures,Cash Flow and Payment Terms:
1. On or before April 14,2022 Oak Brook and DEI shall agree on an Event budget,
2. DEI shall use its history and credit with equipment and service providers to
negotiate the lowest possible pricing and to arrange for payment after or at
the Event wherever possible.
3. Deposit schedule: $2,500 towards management fees due March 1"`,2022. On or
before May 1", 2022 DEI shall submit an invoice to Oak Brook for the
remaining balance of SO%of management fees.
4. All sponsorship and booth sale revenues minus commission are paid to Oak
Brook as they are collected.
S. 14 days following the event, DEI distributes a final reconciled statement with
back-up documentation for payment by Oak Brook.
Qualifications and Exclusions:
All agreements contingent upon accidents,strikes, acts of God or delay
beyond our control.The DEI is not liable for consequential damages.
• This proposal is contingent upon completion of a qualified survey of the event
site, and the selection of event dates that are mutually agreeable to all parties.
• The DEI reserves the right to complete this project with the use of
subcontractors and rental equipment prior to installation as required.
If the above terms and conditions are acceptable, please sign below and return a
copy. We look forward to working with you on this project.
Sincerely,
Duff Rice
President, Duff Entertainment. Inc.
For Duff Entertainment
For Village of Oak Brook
f '
EXHIBIT A
SPONSORSHIP ADDENDUM
This is to confirm that you have appointed Duff Entertainment,Inc.("Agency"or`us')as your
exclusive representative for the purposes of securing and negotiating agreements with corporate sponsors
for the Taste of Oak Brook 2022(the"Event")to be organized and promoted by the Village of Oak
Brook("Oak brook"or"you").The Event will take place on July 314.2022.
1.Term and Termination.
(a) Term for all Services: The term of this Agreement (the"Term") shall begin on the Effective Date
and end on January 1,2023.Any extension of the performance of Agency's Services hereunder shall be by
a written amendment to this Agreement,which shall be signed by both parties.
(1) Additional Term of Service(Agency Only], It is understood and agreed that the terms of any
offer received by Agency shall be transmitted to you and you reserve the sole and exclusive right
to accept or reject such offer(s), which you will do within a reasonable time after receipt thereof.
(b) Termination. This Agreement may be terminated for any reason by either party with thirty (30)
days'notice to the other party, This Agreement may be terminated immediately by either party upon notice
if the other party:(i)becomes insolvent;(ii)files a petition in bankruptcy;(iii)makes an assignment for the
benefit of its creditors; or (iv) breaches any of its obligations, representations or warranties under this
Agreement in any material respect,which breach is not remedied within thirty(30)days following written
notice to such party. If this .Agreement is terminated by either party, Oak Brook shall only be liable for
payment of consulting fees earned as a result of services performed prior to the date of termination.
Consultant acknowledges that since this Agreement is temporary in nature.Consultant isnot entitled to any
additional advance notice of termination as may be required,in the absence of this provision,by any Federal
or State law.
2. Sponsorship Services.
(a)Agency shall use its best efforts to represent the Event to potential corporate sponsors("Sponsorship")
and shall prepare marketing materials at its expense for use in presenting the Event to sponsors.You
shall have the right to approve all such materials in writing before their use. You shall have the right
in your discretion to participate in any presentations of the Event to potential sponsors upon
consultation with us. We shall keep you informed in writing of all sponsor contacts and presentations
made on behalf of the Event.
(h) Agency will create and distribute a sponsorship pitch document that specifies levels of participation
and associated costs.
(c) Agency will develop media relationships and strategic partnerships with the goal of acquiring media
trade to promote event.
(d)Coordinate the implementation of sponsor operational needs and entitlements at the Event.
3.Commissions and Fees.
(a)Sponsors/tip Sales As to any sponsorship agreement entered by us during the Term(excluding those
set forth in Section 4),as a result of a direct solicitation by Agency you shall pay to Agency a commission
equal to twenty percent(20%)of the gross compensation for all cash sponsorships.Agency shall be solely
responsible for its expenses in connection with its representation of you hereunder.
(e) In-Kind if any sponsorship fee is paid not in cash but in goods or other services with a cash value
of$2,000+,then Agency shall be entitled to a flat-rate fee of$500 per in-kind sponsor.
(J) As to any sponsorship agreement accepted by you,Agency shall issue appropriate invoices to
such sponsor,collect all funds advanced, loaned,paid or otherwise payable to you or on your behalf,
deduct Agency's commission and remit the balance to you within fourteen(14)days of Agency's receipt
of same. With each such payment Agency shall render a statement in sufficient detail to show all funds
received,the computation of commissions due Agency and the balance due you.
(g) If you reject any such sponsorship offer solicited or negotiated by Agency and subsequently agree
to such sponsorship offer within one hundred twenty(120)days of the initial rejection thereof upon the
same or similar terms and conditions as those originally proposed by Agency(and/or such sponsor,as the
case may be)then the same shall be deemed incorporated hereunder and Agency shall be entitled to its
commission with respect to such sponsorship.
4.Sponsorship Packages and Activation Costs
(u) Sponsorship Packages. At a minimum,sponsorship packages offered for sale by Agency shall be
priced to include 100 square feet of display space, (1) 10 x 10 tent,(2)8'fi.tables, (4)chairs and 20amps
of electrical power. Each sponsor package will be inclusive of costs for these entitlements whether or not
a sponsor chooses to utilize any or all of the entitlements offered. Costs for these entitlements shall be
home by the Event and shall not be deducted from the sponsorship fee when calculating commissions.
All sponsorship packages shall be mutually agreed upon between Oak Brook and Agency.
(h) Activation Costs. In the event a sponsor elects'activation upgrades above and beyond the
entitlements listed in 4(a),and/or the sponsor requests additional upgrades, services,equipment,etc.,the
costs for those items will be charged separately and managed by Agency.
5.Miscellaneous.
(a)Conjidentiality. The parties hereto agree to maintain in confidence the terms and conditions of this
Agreement except to the extent that a proposed disclosure of any specific terms or conditions hereof
by either party is authorized in advance by the other party.
(h)Invalidim. The determination that any provision of this Agreement is invalid or unenforceable shall
not invalidate this Agreement,all of said provisions being inserted conditionally on their being
considered legally valid,and this Agreement shall be construed and performed in all respects as if
such invalid or provisions) were omitted.
{,C)Bindingrlgreement, This Agreement shall be binding iipon the paries,their successors and assigns.
(d)Third Party Benc/5caries. This Agreement vtures to the benefit of signing parties listed herein,and
no third party shall enjoy the benefits of this Agreement or shall have any rights under it except as is
expressly provided in this Agreement.
(e) Counterparts and&gnatures. Each of the representatives signing this Agreement on behalf of the
respective parties hereto represents and warrants that he or she has been duly authorized to execute
and deliver this Agreement and that upon execution and delivery hereof,this Agreement shall be
binding and enforceable in accordance with its terms against such party for whom such representative
has signed.
If this accurately sets forth our Agreement,please sign below and return a copy to us.
Duff Rice, President Duff
Entertainment,Inc.
Signature:
Agency Agreed and Accepted
This day of .2022
Village of Oak Brook:
Signature:
Name:
Title:
Date:
EXHIBIT B
Insurance
Consultant shall be required to carry such insurance as specified herein. Consultant shall
procure and maintain for the duration of the contract or permit insurance against claims for
injuries to persons or damages to property, which may arise from or in connection with the
performance of the Services under the contract, either by the contractor or its agents,
representatives, employees or subcontractors.
Consultant shall maintain insurance with limits no less than:
A. General Liability - $2,000,000 combined single limit per occurrence for bodily
injury, personal injury and property damage, provided that when the estimated
cost of the work in question does not exceed $25,000, the required limit shall be
$1,000,000;
B. Automobile Liability (if applicable) - $1,000,000 combined single limit per
accident for bodily injury and property damage;
C. Worker's Compensation and Employer's Liability-Worker's Compensation limits
as required by the Labor Code of the State of Illinois and Employer's Liability
limits of$1,000,000 per accident.
Any deductibles or self-insured retention must be declared to and approved by the Village.
At the option of the Village, either the insurer shall reduce or eliminate such deductible or
self-insured retention as respects the Village, its officers, officials, employees and
volunteers; or the Insured shall procure a bond guaranteeing payment of losses and related
investigations, claim administration and defense expenses to the extent of such deductible
or self-insured retention.
The policies shall contain, or be endorsed to contain, the following provisions:
D. General Liability and Automobile Liability Coverage -
(1) The Village, its officers, officials, employees and volunteers are to be
covered as additional insureds as respects: liability arising out of
activities performed by or on behalf of the Insured; premises owned,
occupied or used by the Insured. The coverage shall contain no special
limitations on the scope of protection afforded to the Village, its officers,
officials, employees, volunteers, or agents.
(2) The Insured's insurance coverage shall be primary insurance as respects
the Village, its officers, officials, employees, volunteers and agents. Any
insurance or self-insurance maintained by the Village, its officers, officials,
employees, volunteers or agents shall be in excess of the Insured's
insurance and shall not contribute with it.
14
2022TasieFv entManagementSrvs
(3) Any failure to comply with reporting provisions of the policies shall not
affect coverage provided to the Village, its officers, officials, employees,
volunteers or agents.
(4) The Insured's insurance shall apply separately to each covered party
against whom claim is made or suit is brought except with respect to the
limits of the insurer's liability.
E. Worker's Compensation and Employer's Liability Coverage
The policy shall waive all rights of subrogation against the Village, its
officers,officials, employees,volunteers and agents for losses arising from
work performed by the insured for the Village.
Each insurance policy shall be endorsed to state that coverage shall not be suspended,
voided, canceled by either party, reduced in coverage or in limits except after thirty(30)days
prior written notice by certified mail has been given to the Village. Each insurance policy
shall name the Village, its officers, officials and employees, volunteers and agents as
additional Insureds. Insurance is to be placed with insurers with a Best's rating of no less
than A: VII.
Each Insured shall furnish the Village with certificates of insurance and with original
endorsements effecting coverage required by this provision. The certificate and
endorsements for each insurance policy are to be signed by a person authorized by that
insurer to bind coverage on its behalf. The certificates and endorsements are to be on forms
approved by the Village and shall be subject to approval by the Village Attorney before work
commences. The Village reserves the right to require complete, certified copies of all
required insurance policies, at any time.
Each insured shall include all subcontractors as insureds under its policies or shall furnish
separate certificates and endorsements for each subcontractor. All coverages for
subcontractors shall be subject to all of the requirements stated herein.
f{
221,22 T astrE vonManagrin4M04%