2022 Taste of Oak Brook Event Management ServiceVILLAGE OF OAK BR00K
PROFESSiONAL SERViCES ACREEMENT
10NAL SERViCES AGREEMENT(`贅 greemerlrり is dated as of
h部 ぶ靭蜀 男野胃ぶ覇][胤 鮒:『靴機器薇
BRm( an-lllinois mqnicipal[corporation ("Village'), and the Consultant identified in
Section l A ofthis Agreement
]N 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 l.CONSULTANT.
A. Enqaqement of consultant, The Village desires to engage the consultant
identified below io perform and to provide all necessary professional consulting services
to perform the work in connection with the project identified below:
Consultant Name ( "Consu ltant'): Duft Entertainment, lnc.
Address: 800 Huntleigh Drive, Naperville, lllinois 60540
Telephone No.: 773-401'3833
Email: duff@duffentertainment.com
Project Name/Descriplion; 2022 Taste of oak Brook Event Management
Services
Agreement Amount: Event Management Operations $17,700.00
B. Proiect Description. consultant is to provide event management services to
the Village-for the Village's 2022 Taste of Oak Brook, as more fully described in the
proposal attached to this Agreement as Exhibit A ("Proposal')
c_ Reoresentations of consultant. The consultant represents that it is
financiallylolvent, 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, 'Services') in a manner consistent with the
stindards of professional practice by recognized consulting firms providing services of a
similar nature.
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
immediateiy 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 2022lasle of oak Brook ("Time of Pertormance'').
D. Option to Renew. At the Village's option, the Village may renew this
Agreement annuafly for the Village's 2023,2024,2025, and 2026 Taste of Oak Brook
ufon 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. Reportinq. The consultant shall regularly report to the Village Manager, or his
designee, regerding the progress of the services during the term of this Agreement.
SECT:ON2.SCOPE OF SERV:CES.
SECT10N 3.COMPENSAT:ON AND METHOD OF PAYMENT.
A. Aqreement Amount. The total amount paid by the Village for the services
pursuant to tfris 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. lnvoices and Pavment. The Village shall pay consultant $2,500 towards the
management fee upon receipt of the first invoice. on or before May 1, 2022, lhe
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 ln Addition To Aqreement 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 1 5 days after the occurrence of such action.
2022TasteEventManagernentSrvs
2. The Consultant acknowledges and agrees that: (a) the provision of
written notice pursuant to Section 3.D.1 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 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 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 pnases, eacn phase of the Services, shall be considered complete on the date
of iinal 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.
A. Kev Proiect Personnel. The Key Project Personnel shall be primarily
responsible for rarryingrcttt the Services on behalf of the Consultant. The Key Project
Peisonnel shall not be changed without the Village's prior written approval'
B. Availabilitv of Personnel. The consultant shall provide all personnel
necessary io cornplete 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 terminaling the employment of, _reassigning, or receiving notice of
the resignation of, any Key Project Personnel. The Consultant shall have no claim for
damage! 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.
SECTiON 4.PERSONNEL:SUBCONTRACTORS.
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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 ofthe Consultant, and every subcontract shall include a provision binding
the subcontractor to all provisions of this Agreement.
D. Removal of Personnel and Subcontractors' lf 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.
A. Confidential lnformation. The term "confidential lnformation" 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 lnformation shall not include
information that can bsdemonstrated: (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'); (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
"rcepi un 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 resiriction by a third party who is under no obligation to the Village to
maintain such information in confidence'
B. No Disclosure of Confidential lnformation bv the-Cqnsultent' The
ConsultaniZffiowledges that it shall, in performing the Services for the Village under
this Agreement, have access, or be directly or indirectly exposed, to Confidential
lnformition. The Consultant shall hold confidential all Confidential lnformation and shall
not disclose or use such Confidential lnformation 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
SECT:ON 5.CONF:DENT:ALINFORMAT:ON.
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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 lnformation.
SECT10N 6.STANDARD OF SERVICES AND INDEMNiFiCAT10N.
A. Representation and certification of services. The consultant replesents
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
iepresentations 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. lndemnification. The consultant shall, and does hereby agree to, indemnify
and save narnrless f|.re village against all damages, liability, claims, losses, and expenses
(including attorneys' fees) that may arise, or be alleged to have arisen, o_ut 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. lnsurance. consultant acknowledges and agrees that consultant shall
provide celificates 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 mlintained at all times while providing, performing, or completing the
Services.
D. No Personal Liabilitv. No elected or appointed official or employee of the
Vittage snafi-6'elEonally tiante, in law or in contract' to the Consultant as the result of
the execution of this Agreement.
SECT!ON 7.CONSULTANT AGREEMENT GENERAL PROViSiONS.
A. Relationship of the Parties. The consultant shall act as an independent
contractorfilftvidinffid performing the Services. Nothing in, nor done pursuant to'
this Agreement shall be construed: (1) to create the relationship of principal and agent,
emplo-yer and employee, partners, or joint venturers between the Village and consultant;
o1. iz;'to create any relationship between the Village and any subcontractor of the
Consultant.
B. Conflict of lnterest. The consultant represents and certifies that, to the best
of its knowl@ 11; no elect,ed or appointed Village official, employee or agent has a
personal finanlial inierest 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
2022TasteEvenlManagementSrvs
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.
G. No Collusion. The Consultant represents and certifies that the Consultant is
not barred frorn 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 lllinois 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 ef seq. of the lllinois Municipal Code, 65 ILCS 5111-42.1-
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 seg. The Consultant represents that the
only persons, firms, or corporations interested in this Agreement, as principals are those
disilosed 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. lf 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 16;s Agreement at any time upon 15 days written notice to the Consultant. ln
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
terminition, 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
il".."r; any statutes prohibiting discrimination because of, or requiring affirmative action
based on, race, creed, color, national origin, age, sex, or other prohibited classiflcation,
including, without limitation, the Americans with Disabilities Act of 1990, 42 U.S.C. SS
12rc1 ;t seq., and the lllinois Human Rights Acl, 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.
2022TasteEvenlManagementSws
Further, the Consultant shall have a written sexual harassment policy in compliance with
Section 2-105 of the lllinois Human Rights Act.
2. Liabilitv 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. 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 otheruise failed, refused, or delayed to perform or satisfy the Services
oi any other requirement of this Agreemenl ("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 bv 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 Aqreement bv Villaqe. 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. Withholdino of Pavment bv Villaqe. The Village may withhold from
any payment, whether or not previously approved, or may recover from the consultant,
any uni 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 oblioation. The Parties acknowledge and agree that the
Village is unOer no oOtigation under this Agreement or otherwise to negotiate or enter into
"ny
6the, or additional contracts or agreements with the Consultant or with any vendor
solicited or recommended by the Consultant.
H. Villaqe Authoritv. Notwithstanding any provision of this Agreement, any
negotiations or agreenrents with, or representations by the Consultant to, vendors shall
beiubject to the ipproval 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.
2022TasteEventManagernentSrvs
L 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,
advertisementsrcr 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') shall be and remain the exclusive property of the Village. At
thL viltage'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 lnforrnation systems Technology ("Gls Data') concerning the real property
loca@d within the Village. lf requested to do so by the Consultant, the Village agrees to
supply the consultant with a digital copy of the Gls Data, subject to the following
conditions:
1. Limited Access to GIS Data. The Gls Data provided by the Village shall
be limited to the -ope of the Services that the Consultant is to provide for the Village;
2.PurposeofGlsData.TheConsultantshalllimititsuseoftheGlSData
to its intended purpose of furtherance of the Services; and
3. Aqreement with Respect to GIS Data. The Consultant does hereby
acknowledge and agree that:
a. Trade Secrets of the Villaqe. The GIS Data constitutes
proprietary materials and trade secrets of the Village, and shall remain the
property of the Village;
b. Consent of Villaqe 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. Supplv to Villaqe. 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;
2022TasteEventManagemenlSrvs
d. No Guarantee of Accuracv. 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 7.L.3.e.
SECT!ON 8,GENERAL PROV:S!ONS.
A. Amendment. No amendment or modification to this Agreement shall be
effective until it is reOuced to writing and approved and executed by the Village and the
Consultant in accordance with all applicable statutory procedures'
B. Assiqnment. This Agreement may not be assigned by the Village or by the
consultant without the prior written consent of the other pafty.
C. Bindinq 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) byiertified mail, return receipt requested, and deposited in the U.S. Mail,
postage prepiiO, by (4) email, or by (5) facsimile. Unless othenrvise expressly provided
in thiJAgreement, notices shall be deemed received upon the earlier of: (a) actual receipt;
(b) one 5usiness 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 communicaiions 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, lllinois 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, lnc.
800 Huntleigh Drive
Naperville, lllinois 60540
Attention: Duff Rice, President
E. Third Partv Beneficiarv. 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. lf any term, covenant, condition, or provision of this
Agreement is held by a court of competent jurisdiction to be invalid, void, or
uienforceable, 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 Davs and Time. Unless otherwise provided in this Agreement, any
reference ;n 11'leAgreement to "day" or "days" shall mean calendar days and not business
days. lf the date for giving of any notice required to be given, or the performance of any
obiigation, under this Agreement falls on a Saturday, Sunday, or federal holiday, then the
noti;e or obligation may be given or performed on the next business day after that
Saturday, Sunday, or federal holiday.
l. Governinq 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 lllinois; venue for any action related to this Agreement will be in the circuit court
of DuPage County, lllinois.
J. Authoritv to Execute'
1. The Villaqe. The Village hereby warrants and represents to the
Consultant that the personi 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 execrting this Agreement on its behalf have the full and
completi 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 Aqreement. This Agreement constitutes the entire agreement between
the parties-E-'i6'i6 Agreement and supersedes all prior agreements and negotiations
2022TasteEvmtManagementSrvs
10
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 tne 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 shalt the failure void or affect the Village's or the Consultant's right to enforce
such rights or any other rights.
M. Consents. Unless othenruise provided in this Agreement, whenever the
consent, permsston, authorization, approval, acknowledgement, or similar indication of
assent of any party to this Agreement, or of any duly authorized officer, employee, agent,
or represeniative 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. Grammaticat Usage and Construction. ln construing this Agreement,
pronouns inctuOe all genders and the plural includes the singular and vice versa.
O. lnterpretation. This Agreement shall be construed without regard to the
identity of tne party who Orafted 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
fo-regoing, 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 onty tor convenience and in no way define, limit, extend, or describe the scope
or intent of this Agreement.
e. Exhibits. Exhibits A and B attached to this Agreement are, by this reference,
incorporated ip and made a part of this Agreement. ln the event of a conflict between
Exhibit A and text of this Agreement, the text of this Agreement shall control.
R. Rishts Cumulative. Unless expressly provided to the contrary in this
Agreemen@eoftherights,remedies,andbenefitsprovidedbythis
A[reement shall be cumulative and shall not be exclusive of any other rights, remedies,
and benefits allowed bY law.
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罰ノ
day of
ATTEST:
By:
Cha∥otte Pruss,Village Clerk
ATTEST:
Bメ /物
Secretarv
lTNESS WHEREOF,the Parties have executed this Agreement
V:LLAGE OF OAK BR00K
By:
Village Manager
DUFF ENTERTA:NMENT,:NC.
By:
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EXH:B!TA
Proposa:
2022T asteBv ettMana gementSrvs
13
PROPOSAL-AGREEMENT
Taste of oak Brook
July 3'2022
Duff Entertainment, Inc (DEl) proposes to perform the following services for Taste of
oak Brook to be held on July 3, 2022 althe oak Brook Polo Crounds.
DEI Scope of Services:
DEI will assign an Event Manager who will be responsible for day-to-day
communicaiions 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.
o ln conjunction with Oak Brook staff, create a comprehensive budget for the
event.
. ln 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
forservicesorequipmentusedattheevent.sUbmitqualifiedbidstooak
Brook for budget aPProval.
. prepare a comprehensive vendor information and requirement package for
distribution to potentialfood & beverage vendors at the event
o Coordinate a food & beverage service plan in conjunction with oak Brook staff
and committee of experienced vendors.
o Draft schedule for pre-productlon, load-in, and event day'
. Supervise and coordinate installation and dismantling of event site including
tents, stages, barricades, electrica I distribution, etc'
. provide alore 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.
DuffEntertainment.com I info@duffentertainment.com
Create a communications plan and supervise the distribution of
communications equipment.
lnsure that any subcontractor or third party vendor has obtained any
necessary licenses or permits and provide evidence of such to Oak Brook'
Sponsorshio
. Creaie and distribute a sponsorship pitch document that specifies levels of
pa rticipation and associated costs.
o Direct development of media relationships and strategic partnerships with
the goal of acquiring media trade to promote event.
o Cooidinate the implementation of sponsor operational needs and
entitlements at the Event.
Proposed Management Team & Fees
EventManagement $17,7OO.OOo Event Manager
o Set up/Eventffear down Labor
o Vendor/Resta u rant Coordinator
Sponsorship
See attached Exhibit A, Sponsorship Addendum'
Financial Procedures, Cash Flow and Payment Terms:
l. onorbeforeApril 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 l't, 2022' Oa or
beiore May 1", 2022 DEI shall submit an invoice to oak Brook for the
remaining balance of 50% of management fees'
4. All sponsJrship and booth sale revenues minus commission are paid to Oak
Brook as they are collected.
5. 14 days following the event, DEI distributes a final reconciled statement with
back-up documentation for payment by Oak Brook'
Qualifications and Exclusions:
o Allagreements contingent upon accidents, strlkes, acts of Cod 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.
lf 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. I nc.
For Duff Entertalnment
For Village of Oak Brook
EXHIBIT A
SPONSORSHIP ADDENDI'M
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 3'd,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 t2OZZ. 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 Ag"n"y shall be transmitted to you and you reserve the sole and exclusive right
to accept or rejett 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)
iuy., ,oti"" to tt. ott er party. This Agreement may be terminated immediately by either party upon notice
if ihe other party: (i) becomes insolvent; (ii) files a petition in bankruptcy; (iii) makes an assignment for the
benefit of its cieditors; 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
,-rolti"" to such party. If this Agreement is terminated by either party, oak Brook shall only be liable for
payment of consuiting fees eirned as a result of services performed prior to the date of termination.
^Consultant
acknowledges that since this Agreement is temporary in nature, Consultant is not entitled to any
additional advance ,oti"" 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")
"rd 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 ofthe 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.
(b) 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) Sponsorship Sales As to any sponsorship agreement entered by us during the Term (excluding those
set fortn in Seclion 4), as a result of a direct solicitation by Agency you shall pay to Agency a commission
equal to twenty percent (ZO%) 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.
A As to any sponsorship agreement accepted by you, Agency shall issue appropriate invoices to
.u.h ,porro., "oil""t all funds advanced, loaned, paid or otherwise payable to you or on your behalf,
deduci 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) Ifyou reject any such sponsorship offer solicited or negotiated by Agency and subsequently agree
t6 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
(a) Sponsorship Packages. At a minimum, sponsorship packages offered for sale by Agency shall be
priced tolnclude 100 square feet of display space, (1) 10 x l0 tent, (2) 8'ft. tables, (4) chairs and 2oamps
Lf 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
borne by the Event and shall not be deducted from the sponsorship fee when calculating commissions.
Al1 sponsorship packages shall be mutually agreed upon between Oak Brook and Agency.
(b) Activation Costs. Inthe event a sponsor elects' activation upgrades above and beyond the
entitlements listed in 4 (a), an&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) Confidentiality. The parties hereto agree to maintain in confidence the terms and conditions of this
Agreement except tothe extent that a proposed disclosure of any specific terms or conditions hereof
by either party is authorized in advance by the other party'
(b) Invalidity. 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 unenforceable provision(s) were omitted'
(c) Binding Agreement. This Agreement shall be binding upon the parties, their successors and assigns.
(d) Third Party Beneficiaries. This Agreement inures 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 Signatures. Each of the representatives signing this Agreement on behalf of the
respective parties hereto represents and warrants that he or she has been duly authorizedto execute
und d"lir"ithis 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
lnsurance
Consultant shall be required to cany 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 lllinois and Employefs Liability
limits of $1,000,000 Per accident.
Any deductibles or self-insured retention must be declared to and approved by the Village.
At ihe option of the Village, either the insurer shall reduce or eliminate such deductible or
self-insured retention ai respects the Village, its officers, offlcials, employees and
volunteers; or the lnsured 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)TheVillage,itsofiicers,officials,employeesandvolunteersaretobe
covered as d9!!!!ons]-|Eure9!9 as respects: liability arising out of
activities performed by or on behalf of the lnsured; premises owned,
occupiedorusedbythelnsured.Thecoverageshallcontainnospecial
limitations on the scope of protection afforded to the Village, its officers,
officials, employees, volunteers, or agents.
(2) The lnsured'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 lnsured's
insurance and shall not contribute with it.
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(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 lnsured's insurance shall apply separately to each covered pafty
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 afterthirty (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 lnsureds. lnsurance is to be placed with insurers with a Best's rating of no less
than A: Vll.
Each lnsured shall fumish 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 fumish
separate certificates and endorsements for each subcontractor. All coverages for
subcontractors shall be subject to all of the requirements stated herein.
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