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B&T Club Website Design and Build VILLAGE OF OAK BROOK PROFESSIONAL SERVICES AGREEMENT This AGREEMENT is dated as of the day o 202x,("Agreement"), and is by and between the VILLAGE OF OAK BROOK, 1200 Oak Brook Road,Oak Brook,Illinois 6 23 an Illinois oration municipal co ("Village'), and STANISLAV p � GRETOV,2612 NE 111h Ct.,Fort Lauderdale,FL 33304("Consultant"). IN CONSIDERATION OF the recitals and the mutual covenants and agreements set forth in the Agreement, and pursuant to the Village's statutory powers,the parties agree as follows: SECTION 1. SCOPE OF SERVICES. The Village a similar nature in existence at the Time of Performance. The retains the Consultant to perform,and the Consultant agrees to representations and certifications expressed shall be in perform, all necessary services to perform the work in addition to any other representations and certifications connection with the project identified below ("Services"), expressed in this Agreement, or expressed or implied by law, which Services the Consultant shall provide pursuant to the which are hereby reserved unto the Village. terms and conditions of this Agreement: The Consultant further represents that it is financially solvent, Bath & Tennis Club Website Design and Build, as more, as has the necessary financial resources, and is sufficiently more fully described in the attached proposal dated experienced and competent to perform and complete the November 11,2021. Services in a manner consistent with the standards of professional practice by recognized consultants providing TIME OF PERFORMANCE. The Consultant shall perform services of a similar nature. The Consultant shall provide all and complete the Services as mutually agreed upon between personnel necessary to complete the Services. Village and Consultant("Time of Performance"). SECTION 4. INDEMNIFICATION; INSURANCE• SECTION 2. COMPENSATION. LIABILITY. A. Agreement Amount. The total amount A. Indemnification. The Consultant proposes billed by the Consultant for the Services under this Agreement and agrees that the Consultant shall indemnify and save shall be $400.00 for Home Page and $100 for each harmless the Village against all damages, liability, claims, additional page, for a not to exceed price of $1,500.00, losses, and expenses (including attorneys' fee) that may arise, including reimbursable expenses, without the prior express or be alleged to have arisen, out of or in connection with the written authorization of the Village Manager. Consultant's performance of, or failure to perform, the Services or any part thereof, or any failure to meet the B. Taxes, Benefits, and Royalties. Each representations and certifications set forth in Section 4 of this payment by the Village to the Consultant includes all Agreement. applicable federal, state, and Village taxes of every kind and nature applicable to the Services as well as all taxes, B. Insurance. The Consultant acknowledges contributions, and premiums for unemployment insurance, old and agrees that the Consultant shall, and has a duty to age or retirement benefits, pensions, annuities, or similar maintain adequate insurance, in an amount, and in a form and benefits and all costs, royalties, and fees arising from the use from companies, acceptable to the Village. The Consultant's of, or the incorporation into, the Services, of patented or maintenance of adequate insurance shall not be construed in copyrighted equipment, materials, supplies, tools, appliances, any way as a limitation on the Consultant's liability for losses devices, processes, or inventions. All claim or right to claim or damages under this Agreement. additional compensation because of the payment of any such tax, contribution, premium, costs, royalties, or fees is hereby C. No Personal Liability. No elected or waived and released by Consultant. appointed official or employee of the Village shall be personally liable,in law or in contract, to the Consultant as the C. Payment of Agreement Amount. result of the execution of this Agreement. Payments shall be made pursuant to the terms of the Local Government Prompt Payment At,50 ILCS 505/3 et.seq. SECTION 5. GENERAL PROVISIONS. SECTION 3. REPRESENTATIONS OF A. Relationship of the Parties. The CONSULTANT. The Consultant represents and certifies that Consultant shall act as an independent contractor in providing the Services shall be performed in accordance with the and performing the Services. Nothing in, nor done pursuant standards of professional practice, care, and diligence to, this Agreement shall be construed to: (1) create the practiced by recognized consultants in performing services of relationship of principal and agent, employer and employee, 1 partners, or joint venturers between the Village and 5/1-101 et seq. Consultant shall also comply with all Consultant; or (2) to create any relationship between the conditions of any federal, state, or local grant received by the Village and any subcontractor of the Contractor. Village or Consultant with respect to this Contract or the Services. Consultant shall be solely liable for any fines or B. Conflicts of Interest. The Consultant civil penalties that are imposed by any governmental or quasi- represents and certifies that, to the best of its knowledge: (1) governmental agency or body that may arise, or be alleged to no Village employee or agent is interested in the business of have arisen, out of or in connection with Consultant's, or its the Consultant or this Agreement; (2) as of the date of this subcontractors, performance of, or failure to perform, the Agreement, neither the Consultant nor any person employed Services or any part thereof. Every provision of law required or associated with the Consultant has any interest that would by law to be inserted into this Contract shall be deemed to be conflict in any manner or degree with the performance of the inserted herein. obligations under this Agreement; and (3) neither the Consultant nor any person employed by or associated with the F. Prevailing Wage. Pursuant to Section 4 of Consultant shall at any time during the term of this Agreement the Illinois Prevailing Wage Act, 820 ILCS 130/4, Contractor obtain or acquire any interest that would conflict in any agrees and acknowledges that not less than the applicable rate manner or degree with the performance of the obligations of prevailing of wages, as found or ascertained by the under this Agreement. Department of Labor and made available on the Department's Official website, or determined by the court on review, shall C. No Collusion. The Consultant represents be paid for each craft or type of worker needed to execute this and certifies that the Consultant is not barred from contracting contract or to perform such work, and it shall be mandatory with a unit of state or local government as a result of(1) a upon the contractor to whom the contract is awarded and upon delinquency in the payment of any tax administered by the any subcontractor under him,to pay not less than the specified Illinois Department of Revenue unless the Consultant is rates to all laborers, workers and mechanics employed by contesting, in accordance with the procedures established by them in the execution of this contract. 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 G. Certified Payroll. Contractor shall, in the Illinois Municipal Code, 65 ILCS 5/11-42.1-1 et seq.; or accordance with Section 5 of the Illinois Prevailing Wage Act, (2) a violation of either Section 33E-3 or Section 33E-4 of 820 ILCS 130/5, submit to the Village, and upon activation of Article 33E of the Criminal Code of 1961, 720 ILCS 5/33E-1 the database provided by 820 ILCS 130/5.1 to the Department et seq. If at any time it shall be found that the Consultant of Labor, on a monthly basis, a certified payroll. The certified has, in procuring this Agreement, colluded with any other payroll shall consist of a complete copy of those records person,firm,or corporation,then the Consultant shall be liable required to be made and kept by the Prevailing Wage Act. to the Village for all loss or damage that the Village may The certified payroll shall be accompanied by a statement suffer, and this Agreement shall, at the Village's option, be signed by the Contractor or subcontractor which certifies that: null and void. (1) such records are true and accurate; (2)the hourly rate paid is not less than the general prevailing rate of hourly wages D. Termination. Notwithstanding any other required by the Prevailing Wage Act; and (3) Contractor or provision hereof, the Village may terminate this Agreement at subcontractor is aware that filing a certified payroll that he or any time upon 15 days prior written notice to the Consultant. she knows to be false is a Class A misdemeanor. A general In the event that this Agreement is so terminated, the contractor may rely upon the certification of a lower tier Consultant shall be paid for Services actually performed and subcontractor, provided that the general contractor does not reimbursable expenses actually incurred, if any, prior to knowingly rely upon a subcontractor's false certification. termination, not exceeding the value of the Services Upon seven business days' notice, Contractor and each completed. subcontractor shall make available for inspection and copying at a location within this State during reasonable hours, the E. Compliance with Laws and Grants. records required to be made and kept by the Act to: (i) the Consultant shall give all notices, pay all fees, and take all Village, its officers and agents; (ii) the Director of Labor and other action that may be necessary to ensure that the Services his deputies and agents; and(iii)to federal, State, or local law are provided,performed,and completed in accordance with all enforcement agencies and prosecutors. required governmental permits, licenses, or other approvals and authorizations that may be required in connection with providing, performing, and completing the Services, and with H. Default. If it should appear at any time that all applicable statutes, ordinances, rules, and regulations, the Consultant has failed or refused to prosecute, or has including without limitation the Fair Labor Standards Act; any delayed in the prosecution of, the Services with diligence at a statutes regarding qualification to do business; any statutes rate that assures completion of the Services in full compliance prohibiting discrimination because of, or requiring affirmative with the requirements of this Agreement, or has otherwise action based on,race, creed,color,national origin,age, sex, or failed,refused,or delayed to perform or satisfy the Services or other prohibited classification, including, without limitation, any other requirement of this Agreement ("Event of the Americans with Disabilities Act of 1990, 42 U.S.C. §§ Default's, and fails to cure any such Event of Default within 12101 et seq., and the Illinois Human Rights Act, 775 ILCS ten business days after the Consultant's receipt of written 2 notice of such Event of Default from the Village, then the failure of the Village or the Consultant to exercise at any time Village shall have the right, without prejudice to any other any such rights shall not be deemed or construed as a waiver remedies provided by law or equity, to (1) terminate this of that right,nor shall the failure void or affect the Village's or Agreement without liability for further payment; or (2) the Consultant's right to enforce such rights or any other withhold from any payment or recover from the Consultant, rights, any and all cost%.including attorneys' fees and administrative expenses, incurred by the Village as the result of any Pent of L. Third Party Benefician•. No claim as a Default by the Consultant or as a result of actions taken by the third party beneficiary under this Agreement by any person, Village in response to any Event of Default by the Consultant, firm. or corporation shall be made or be valid against the Village. si nment. This Agreement may not be assigned by the Village or by the Consultant without the prior Irl. Governing Laws. This Agreement and the wriucn consent of the other party. rights of Owner and Consultant under this Agreement shall be interpreted according to the internal laws,but not the conflict J• Iotice. All notices required or permitted to of laws rule%.of the State of Illinois; the venue for tiny legal be given under this Agreement shall be in writing and shall be action arising in connection with this Agreement shall be in delivered:(1)personally;(2)by a reputable overnight courier, the Circuit Court of DuPage County,Illinois. or by (3) by certified mail. return receipt requested. and deposited in the U.S.Mail,postage prepaid. Unless otherwise N. Conflicts•Exhibits. If any term or provision expressly provided in this Agreement,wtices shall be deemed in this Agreement conflicts with any term or provision of an received upon the earlier of (a) actual receipt; (b) one attachment or exhibit to this Agreement. the terms and business day after deposit with an overnight courier as provisions of this Agreement shall control. 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 O. NO Disclosure of Confidential addressed to,and delivered at,the following address: Information by the Consultant. Confidential information means all material. win-public, business-related information, Village of Oak Brook written or oral,whether or not it is marked that is disclosed or 1200 Oak Brook Road made available to the Consultant, directly or indirectly, Oak Brook.Illinois 60323 through any means of communication or observation. The Attention: Jim Fox,IT Director Consultant acknowledges that it shall. in performing the Sen1ce%for the Village under this Agreement,have access,or Notices and communications to the Consultant shall be be directly or indirectly exposed,to Confidential Information. addressed to,and dch%ered at,the following address: The Consultant shall hold confidential all Confidential information and shall not disclose or use such Confidential Stanislav Gretov lnfornnation without the express prior written consent of the Website Designer Village. The Consultant shall use reasonable measures at least 2612 NE I I"I Ct. as strict as those the Consultant uses to protect its own Fort Lauderdale,FL 33304 confidential information. Such measures shall include, without limitation,requiring employees and subcontractors of K. N'alver. Neither the Village nor the the Consultant to execute a non-disclosure agreement before Consultant shall be under any obligation to exercise any of the obtaining access to Confidential Information. rights granted to them in this Agreement except as it shall determine to be in its best interest from time to time. The ATTEST: VII.i.AGE OF OAK BROOK By: By: / Charlotte Pruss`Village Clerk Village Manager S�d„ryvzS ATTEST: STAN ISLAVGRETOV By.: '� B,: Title: its: 3 EXHIBIT A (PROPOSAL DATED NOVEMBER 11,2021) 4 t� STANISLAV GRETOV WIX TOP 100 WEBSITE DESIGNER sgretov@gmail.com leowix.com NOVEMBER 11, 2021707-483-5249 2612 NE 11th Ct, Fort Lauderdale, FL 33304 PROJECT PROPOSAL FOR OAK BROOK BATH &TENNIS CLUB Includes: - Design and build of the desktop/tablet version of the Wix website; - Design and build of the mobile phone version of the Wix website; -Wix SEO setup and assistance in connecting to Google; -Wix Dashboard (admin console)setup: -Assistance in connecting a Wix Premium Plan; -Assistance in connecting a domain url address. Complete and full ownership of the website will be transferred to the client upon completion. Time:7-14 days Price: Base price$400 for Homepage+$100 for each additional page. Final price upon confirmation of sitemap. Payment terms: 50% upon commencement of build, 50% upon completion and transfer of ownership. 2612 NE 11TH CT, FORT LAUDERDALE, FL 33304 LEOWIX.COM 707-483-5249 I a COLOR OPTIONS FOR OAK BROOK BATH & TENNIS CLUB OPTION 1 8EA4D2 6279B8 49516F 946FSD 4C9F70 Wild Blue Yonder Glaucous Independence Hookers Green Shiny Shamrock OPTION 2 0 1* 1* 0 0 388659 52AASE 52AA8A 3AAED8 2BD9FE Sea Green Medium Sea Zomp Cerulean Crayola Vivid Sky Blue Green OPTION 3 21F41326 3ES85B 85BDA6 BEDCFE C011371313 Hunter Green Sea Green Eton Blue Beau Blue Cambridge Blue y FONT OPTIONS FOR OAK BROOK BATH & TENNIS CLUB OPTION 1 • Hea in 9 Subheading Main paragraph text. OPTION 2 HEADING Subheading Main paragraph text. � e