BT Clubhouse Bar Tops Installation ProjectVILLAGE OF OAK BR00K
PROFESSHONAL SERVICES AGREEMENT
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IN CONSIDERAT10N OF thc rccitals and thc mutual covenants and agrccments sct forth in the Agreement,and pursuant to the
ViHage's statutory po、vers,the palties agree as folows:
SECTION l. SCOPE OF SERVICES. The Village
retains the Consultant to perform, and the Consultant agrees to
perform, all necessary services to perform the work in
connection with the project identified below ("Seruices"),
which Services the Consultant shall provide pursuant to the
terms and conditions of this Agreement:
Professional Services for lhe Malerid, Fabricution, and
Installalion of Bar Tops at the Both & Tennis Clubhouse as
more futly described in the attuched proposal dated
December 18, 2018 (Exhibit A)
SECTION 2. TIME OF PERFORMANCE. The
Consultant shall perform and complete the Services as
mutually agreed upon by the Village and Consultant ("Time of
Performance').
SECTION3. COMPENSATION.
A. Asreement Amount. The total amount billed
by the Consultant for the Services under this Agreement shall
not exceed $5,950,00 including reimbursable expenses,
without the prior express written authorization of the Village
Manager. The terms for payment to the Consultant shall be as
follows:
Net 30 daysfotlowing complelion andftnal approval by lhe
Village.
B. Taxes. Benefits. and Rovalties. 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
of, or the incorporation into, the Services, of patented or
copyrighted equipment, materials, supplies, tools, appliances,
devices, processes, or inventions. All claim or right to claim
additional compensation by reason of the payment of any such
tax, contribution, premium, costs, royalties, or fees is hereby
waived and released by Consultant.
SECTION 4. REPRESENTATIONS OF
CONSULTANT. 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 consultants 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.
The Consultant further represents that it is financially solvent,
has the necessary financial resources, and is sufficiently
experienced and competent to perform and complete the
Services in a manner consistent with the standards of
professional practice by recognized consultants providing
services of a similar nature. Chad Esslineer shall be primarily
responsible for carrying out the Services on behalf of the
Consultant ("Key Projecl Personnel'). The Key Project
Personnel shall not be changed without the Village's prior
written approval. The Consultant shall provide all personnel
necessary to complete the Services. The Consultant shall
provide all personnel necessary to complete the Services.
SECTION 5. INDEIVINIFICATION: INSURANCE:
LTABILITY.
A. Indemnification. The Consultant proposes
and agrees that the Consultant shall indemnifu, save harmless,
and defend the Village against all damages, liability, claims,
losses, and expenses (including attorneys' fee) 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 4 of this
Agreement.
B. Insurance. The Consultant acknowledges
and agrees that the Consultant shall, and has a dufy to,
maintain adequate insurance, in an amount, and in a form and
from companies, acceptable to the Village. The Consultant's
maintenance of adequate insurance shall not be construed in
any way as a limitation on the Consultant's liability for losses
or damages under this Agreement.
C. No Personal Liabilitv. 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 6. 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 to: ( l) 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 Contractor.
B. Conflicts of Interest. The Consultant
represents and certifies that, to the best of its knowledge: (l)
no Village employee or agent is interested in the business of
the Consultant or this Agreement; (2) as of the date of this
Agreement, neither the Consultant nor any person employed
or associated with the Consultant has any interest that would
conflict in any manner or degree with the performance of the
obligations under this Agreement; and (3) neither the
Consultant nor any person employed by or associated with the
Consultant 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 conffacting
with a unit of state or local government as a result of (l) 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 ll-42.1'l et seq. of
the Illinois Municipal Code, 65 ILCS 5/l l-42.1-1 et seq.; or
(2) a violation of either Section 33E-3 or Section 33E-4 of
Article 33E of the CriminalCode of 196l,720ILCS 5/33E-l
et seq. 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
nulland void.
D. Termination. Notwithstanding any other
provision hereoi the Village may terminate this Agreement at
any time upon 15 days prior 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.
E. Compliance with Laws and Grants.
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 the Fair Labor Standards Act; any
statutes regarding qualihcation 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. $$l2l0l et seq., and the Illinois Human Rights Act, 775 ILCS
5/l-l0l et seq. Consultant shall also comply with all
conditions of any federal, state, or local grant received by the
Village or Consultant with respect to this Contract or the
Services. Consultant shall be solely liable for any fines or
civil penalties that are imposed by any govemmental or quasi-
governmental agency or body that may arise, or be alleged to
have arisen, out of or in connection with Consultant's, or its
subcontractors, performance of, or failure to perform, the
Services or any part thereof. Every provision of law required
by law to be inserted into this Contract shall be deemed to be
insefted herein.
F. Default. lf 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 satisfu the Services or
any other requirement of this Agreement ("Evenl 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 (l) terminate this
Agreement without liability for further payment; or (2)
withhold from any payment or 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. Assisnment. This Agreement may not be
assigned by the Village or by the Consultant without the prior
written consent of the other party.
H. Notice. All notices required or permitted to
be given under this Agreement shall be in writing and shall be
delivered: (l) personally; (2)by a reputable overnight courier;
or by (3) by certified mail, return receipt requested, and
deposited in the U.S. Mail, postage prepaid. Unless otherwise
expressly provided in this Agreement, notices shall be deemed
received upon the earlier of: (a) actual receipt; (b) one
business day after deposit with an overnight courier as
evidenced by a receipt of deposit; or (c) three business days
following deposit in the U.S. mail, as evidenced by a return
receipt. 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: Doug Patchin, PW Director
Notices and comnrunications to lhe Consultant shall bc
addressed to. and delivered at, the follorving address:
Chad Esslinger Design l.l.C
532 Gierz Street
Dorvners Crove, lllinois 60-i l5
Ann: Chad L.sslinger
L Waiver. Neither the Village oor the
Consultant shall be under an1'obligation to exercile anl ofthe
rights granted to them in this Agreement cxcept as it shall
detcrmine to be in its bcst inlcresl fronr time to limc. I'he
failure of the Village or the Consultanl to exercise al any lime
any such rights shall not be deemed or construed as a waiver
of that right. nor shall the failure void or affect the Villagc's or
the Consultant's right lo enforcc such rights or an;- olher
rights.
J. Third Parlv Benefician'. No clainr as a
third party beneficiaq' under this Agreemenl by an;* person.
l'irm. or corporation shall be made or be valid against lhe
Villagc.
K. Goternins l,aw: Yenue. 'Ihis Agreemcnt shall be
gou.m.d h1', constnred and enforced in accordance with the
intcrnal lass, but not the conflicts of larvs rulcs. of the Statc ol'
Illinois. Venue lbr any action arising out of this Agreement
shall be in the Circuit Court for DuPage Count;". lllinois
L. Exhibits and Other Asreements. ll'any conl'lict erists
tretrreen this Agreemcnt and an)' erhibit auached hereto or
an1 other Agreement betwccn the panies relating to this
transaction. lhc tenus of this Agreement shall prevail.
M. No Disclosuri df Contidential Information bv the
Consullant. The Consultant acknowledges that it shall, in
pcrfonning the Scrvices for the Village under this Agreement,
have access, or be directly or indirectly exposed. to
Confidential lnlormation. l'he Consultanl shall hold
cont'idential all Confidential Information and shall nol disclosc
or usc- such Confidential lnfomration without the express prior
rrrillen consent of the Village. 'l'he Consultant shall use
reasonable measures at least as slricl as those the Consultant
uses to protect its own confidential informatioo. Such
mcasures shall include. rvilhout limitation, requiring
cmplolccs and subcontraclors of thc Consultanl lo esecutr: a
non-disclosurc agreemenl beforc obtaining acccss to
Confi dential lnlbrmation.
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CHAD ESSLINGER DESIGN
Downers Crove,IL 60515
www ChadEsslingerDeslgn com 1 630-699-9808
Proposal Date
12/18/2018
B:LL TO
Oak Brook Bath and Tennis Club
Oak Brook Bath and Tennis Club
800 0ak Brook Road
Oak Brook,IL
60523
m Ong@Oak―brook org
!TEM QTY
Due Date
12/18/2018
PROPOSAL
PR-10438
RATE 丁OTAL
Caesarstone London Gray
Material, fabrication, and installation.
$595000 $595000
SUBTOTAL $5,95000
TAXES $000
TOTAL$5,950.OO
MEMO
CHAD ESSLINGER DESIGN warrants to the original purchaser/owner that its product, shall be free from manufacturing defects
in material under normal use and service. CHAD ESSLINGER DESIGN, at its discretion, will repair or replace product failures
only due to manufacturlng defects. Whether CHAD ESSLINGER DESIGN chooses to repair or replace your lnstallation, we will
seek to obtaln the best possible result, however an exact color match cannot be guaranteed.
This Limited Warranty is available only to the original owner(s) of the residence in which Quartz/Natural Stone has been
originally installed. The Limited Warranty is nontransferable and applies to Quartz/Natural Stone product only, for interior,
residential application(s). This warranty is vold unless the product has been paid for in full.
Under this Limited Warranty, you the customer, must provide an original receipt or proof of purchase showing that the product
was paid in full, and that you are the original purchaser. CHAD ESSLINGER DESIGN authorized agents must be permitted
sufficient time and opportunity to inspect the product(s), evaluate, and respond to any claim(s). All declsions regarding the
existence of manufacturing defects or affecting this warranty shall be made by CHAD ESSLINGER DESIGN. and shall be final
and binding upon all parties.
○∧K BROOK BAttH AND TENNIS CL∪B RENO∨ATIONS 18-0161630-699-9808 PR-10438 page 1/2
CHAD ESSLINGER DESIGN is responsible to inspect the Quartz/Natural Stone material before fabricating and/or installing the
Quartz/Natural Stone product. lt is the end user's responsibility to inspect the finished product before permanent installation.
This warranty does not cover any defects that were vlslble at the time of fabrication/installation and were not avoided during
fabrication/installation. This warranty does not cover products that you, the customer, decide you do not like after installation
due to color, shade, pattern, or any other opinions based on personal preference. All parties must agree to comply with the terms
and conditions outlined in this Limited Warranty.
Exclusions for Quartz/Natural Stone Residentral Limited Warranty;
"Failure to comply with Quartz/Natural Stone recommended storage, handling, usage, supports, cutouts, and Care &
Maintenance guidel ines
Exterior application
Floorrng application
Fabrication or installatlon error
Damage caused by improper use or abuse includes, but not limited to, damage from accidents, abuse of impact, chemical damage,
acts of nature, jobsite conditions, or structural movement
lnstalled Quartz/Natural Stone product that is removed from the original place of installation
Seam appearance, seam performance, adhesives, caulk andlor other accessory items
Thermoforming: Product failure due to bending or curving is not covered under warranty
Color Variance: Quartz/Natural Stone is composed of natural quartz, as a result, variance in color, size, shape and particulate
distribution is an inherent trait expected of this product.
Chips and Cracks: Chips may be caused by impact. Cracks may be caused by'dry" cutting, polishing, unevenness or improper
edge details. Mlnimum requirements for fabrication and installation must be followed.
Scratch: Quartz/Natural Stone is scratch resistant, but not scratch proof. Cuttrng boards are highly recommended.
Blemishes: A certain level of blemishes is an lnherent trait expected of this product.
Minor condrtions such as stains or water spots. Quartz/Natural Stone is stain resistant, but not stain proof.
Supplemental repair including, but not limited to, electrical, tile or wall surfaces, backsplashes, cabinetry, freight, and plumbing
modifications necessary to repair Quartz/Natural Stone.
Product usage for commercial application(s) including, but not limited to, installation in store, office or other places of business.
Appearance of edge, refabricatlon, or polishing of surface slabs.
Exposure to extreme heat. Trivets must be used for any hot pots, pans, crock pots, and for any heat generated items. Heat
resistant pads are highly recommendedl'
When choosing a color, please refer to samples only as a general indication of a particular color's design pattern, aesthetlcs, and
hue. Samples are not guaranteed to be an exact replica of Quartz/Natural Stone slabs and may vary from the actuai, installed
Quartz/Natural Stone surface. Be advised that some colors contain movement or veining and due to the randomness of this
effect, samples of these colors may not show this overall aesthetic.
No other warranties, express or implied, are made, including merchantabllity or fitness for a particular purpose. Except as
provided herein, CHAD ESSLINGER DESIGN is not liable in tort or contract for any loss or direct, incidental, or consequential
damages as a result of the use or the inability to use Quartz/Natural Stone.
CHAD ESSLINGER DESIGN makes no other guarantee, representation, or warranty (express or implied) with respect to its
products, except as expressly stated herein. No representative, dealer, employee, installer or any other person is authorized or
permitted to make, modify or change this warranty with respect to Quartz/Natural Stone product.
oAK BROOK BATH AND TENNTS CLUB RENOVATTONS 18-016 | 630-699-9808 pR-10438 page 2/2