2022-02-22 - Ordinance 2022-025 - AUTHORIZING EXECUTION OF A CONTRACT WITH CITY ESCAPE GARDEN & DESIGN, FOR LANDSCAPE ROW & MEDIAN MAINTENANCE SERVICES ORDINANCE NO. 2022-025
AN ORDINANCE AUTHORIZING EXECUTION OF A CONTRACT WITH CITY ESCAPE GARDEN & DESIGN,
FOR LANDSCAPE ROW& MEDIAN MAINTENANCE SERVICES
WHEREAS, the Village of Buffalo Grove is a home rule unit pursuant to the Illinois Constitution of
1970; and
WHEREAS, the Village Sought out companies qualified to provide the requested services and
materials; and
WHEREAS,the Village engaged in,a competitive procurement process to obtain the best value for
money.
NOW THEREFORE, BE IT ORDAINED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE
VILLAGE OF BUFFALO GROVE, COOK AND LAKE COUNTIES, ILLINOIS, as follows:
SECTION 1.The foregoing recitals,are hereby adopted and incorporated and made a part of this Ordinance
as if fully set forth herein.
SECTIONI 2.The Village Ma,nager is authorized to execute a contract with City Escape Garden & Design at
a price not to exceed $96,591.001 per year for the first two years of the contract pending review and
approval by the Village Attorney.
SECTION B. If any sectioln, paragraph, clause or provision of this Ordinance shall be held invalid, the
invalidity thereof shall not affect any other provision of this Ordinance.
SECTION 4.This Ordinance shall be in full force and effect from and after its passage and approval and not
be codified.
AYES: 6—Stein Ottenheimer,Weidenfeld,Johnson,Smith, Pike
NAYES: O—None
ABSENT* 0— None
PASSED: Febirmaary22,2022
APPROVED!: February 22, 2022
APPROVED
Beverly Sussmytf'�iilage President
ATTEST:
Janet 4.13,ra'bian,Village("lerb
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ROW AND MEDIAN MAINTENANCE CONTRACT
ROW and Median Maintenance (the "Contract") is entered between the Village of Buffalo Grove (hereinafter
the "Village" or "Owner"), an Illinois home-rule unit of government, and CityEscape Garden &
Design LLC an Illinois Based contractor (hereinafter the "Contractor") on this 1st day of
April, 2022_ithe "Effective Date"). The Village and the Contractor are hereinafter sometimes
collectively referred to as the "Parties" and individually as a"Party".
RECITALS
WHEREAS,the Village has solicited bids for the Work(defined below),Contractor has submitted a bid
for the Work and Village has selected Contractor for the Work based on their bid;and
WHEREAS,the Contractor wishes to enter into this Contract with the Village and the Village wishes to
enter into this Contract with the Contractor for the Work;
NOW THEREFORE,for and in consideration of the mutual covenants and promises herein contained,the
adequacy and sufficiency of which are hereby acknowledged by the Parties,it is agreed as follows:
ARTICLE I-WORK TO BE DONE BY THE CONTRACTOR
The Village does hereby hire and contract with the Contractor to provide all the labor,equipment,materials
and/or services described more thoroughly on Contract Exhibit A (the "Work") which is incorporated into the
Contract by this reference.
ARTICLE II-CONTRACT DOCUMENTS
The following exhibits are attached hereto and incorporated herein by this reference:
Contract Exhibit A—Description of the Work
Contract Exhibit B—Schedule of Prices
Contract Exhibit C—Performance and Payment Bond
Contract Exhibit D—Partial Lien Waiver
Contract Exhibit E—Final Lien Waiver
If any term or provision of this Contract shall conflict with any term or provision of the exhibits referenced
above,the terms and provisions of the exhibit shall control.
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ARTICLE III-CONTRACT AMOUNT
The Village agrees to pay the Contractor for the proper and timely performance of the Work in strict
accordance with this Contract as detailed in Contract Exhibit B (the "Schedule of Prices") Unless explicitly
provided otherwise in this Contract, the detailed sums shall be the full and exclusive compensation owed to the
Contractor for the Work;and Contractor may not seek additional payments from the Village.
Written requests for price revisions after the first two-year period shall be submitted at least sixty (60) calendar
days in advance of the annual contract period. Requests must be based upon and include documentation of the
actual change in the cost of the components involved in the contract and shall not include overhead, or profit and
pursuant to the CPI-All Urban Consumers,Chicago or 3%whichever is less.
The Village of Buffalo Grove reserves the right to reject a proposed price increase and terminate the
Contract.
ARTICLE IV—APPLICATION FOR PAYMENT
The Contractor shall be paid at most once a month and only after providing the Village the following:
1. An executed and notarized Contractor's Sworn Statement in a form similar to AIA G702 or AIA G703;
All payments under this Contract must be approved by the Village's Board at regularly scheduled meetings. The
Village reserves the right to request any receipts, invoices,proof of payments as the Village, in its sole discretion,
may deem necessary to justify the payment requested prior to paying the requested payment. The Contractor shall
furnish with his final application for payment a Final Lien Waiver from itself and, if not already provided, from
every subcontractor and materialman of the Work.
The Contractor acknowledges that the Village is a unit of local government and that all payments under the Contract
are subject to the Local Government Prompt Payment Act, 50 ILCS 505 et seq. To that extent, the Village shall
have forty-five calendar(45)days from receipt of a bill or invoice to pay the same before it is considered late under
the Contract. Interest, if any,charged for any late payments will be subject to the interest rate caps specified in the
Prompt Payment Act.
ARTICLE V—CONTRACT TIME
Term. The Village will enter into a contract for two(2)years with three(3)possible one(1)year extensions. At
the end of any contract term,The Village of Buffalo Grove reserves the right to extend this contract for a period of
up to sixty(60)calendar days for the purpose of securing a new contract.
For any year beyond the initial year,this Contract is contingent upon the appropriation of sufficient funds by the
Village Board;no charges shall be assessed for failure of the Village to appropriate funds in future contract years.
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ARTICLE VI—PERFORMANCE and PAYMENT BOND
The Contractor shall provide the Village with a performance and payment bond in substantially the same
form as on Contract Exhibit C(the"Performance and Payment Bond")prior to Contractor beginning any Work
and within 10 calendar days of the Notice of Award sent to the Contractor.
ARTICLE VII—ACCIDENT PREVENTION
The Contractor shall exercise every precaution at all times to protect itself,the property of the Village and
the property of others. The safety provision of all applicable laws and ordinances shall be strictly observed by the
Contractor at all times. Any practice deemed hazardous or dangerous by the Director of Public Works or his
authorized representatives shall be immediately discontinued by the Contractor upon receipt of instructions from
the Director of Public Works or his authorized representatives. To the fullest extent permitted by law,the Contractor
shall be solely responsible for all safety-related matters.
ARTICLE VIII—INDEMNIFICATION
To the fullest extent permitted by law,the Contractor agrees to defend, pay on behalf of, indemnify, and
hold harmless the Village,its elected and appointed officials,agents,employees and volunteers and others working
on behalf of the Village against any and all claims,demands, suits or loss,including all costs connected therewith,
and for any damages, fines or fees which may be asserted, claimed or recovered against or from the Village, its
elected and appointed officials, agents,employees and volunteers and others working on behalf of the Village, by
reason of personal injury, including bodily injury and death, and/or property damage,whether damage to property
of the Village or of a third party,including loss of use thereof,and/or violation of any law or regulation which arises
out of or is in any way connected or associated with the Contract and the Work.
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ARTICLE IX—CONTRACTORS INSURANCE
Contractor shall procure and maintain, for the duration of the Contract and any maintenance period,
insurance against claims for injuries to persons or damages to property,which may arise from or in connection with
the performance of the work hereunder by the Contractor,his agents,representatives,employees,or subcontractors.
A. Minimum Scope of Insurance: Coverage shall be at least as broad as:
Insurance Services Office Commercial General Liability occurrence form CG 0001 with the Village of
Buffalo Grove named as additional insured on a primary and non-contributory basis. This primary, non-
contributory additional insured coverage shall be confirmed through the following required policy
endorsements: ISO Additional Insured Endorsement CG 20 10 or CG 20 26 and CG 20 01 04 13
1. Insurance Services Office Commercial General Liability occurrence form CG 0001 with the Village named
as additional insured,on a form at least as broad as the ISO Additional Insured Endorsement CG 2010 and
CG 2026
2. Insurance Service Office Business Auto Liability coverage form number CA 0001,Symbol 01 "Any Auto."
3. Workers' Compensation as required by the Labor Code of the State of Illinois and Employers' Liability
insurance.
B. Minimum Limits of Insurance:Contractor shall maintain limits no less than:
1. Commercial General Liability:$1,000,000 combined single limit per occurrence for bodily injury,personal
injury and property damage.The general aggregate shall be twice the required occurrence limit.Minimum
General Aggregate shall be no less than$2,000,000 or a project/contract specific aggregate of$1,000,000.
2. Business Automobile Liability: $1,000,000 combined single limit per accident for bodily injury and
property damage.
3. Workers'Compensation and Employers' Liability: Workers' Compensation coverage with statutory limits
and Employers'Liability limits of$500,000 per accident.
C. Deductibles and Self-Insured Retentions
Any deductibles or self-insured retentions must be declared to and approved by the Village. At the option
of the Village, either:the insurer shall reduce or eliminate such deductibles or self-insured retentions as it
respects the Village,its officials,agents,employees,and volunteers;or the Contractor shall procure a bond
guaranteeing payment of losses and related investigation,claim administration and defense expenses.
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D.Other Insurance Provisions
The policies are to contain,or be endorsed to contain,the following provisions:
1. General Liability and Automobile Liability Coverages:
a. The Village, its officials, agents, employees, and volunteers are to be covered as insureds as
respects:liability arising out of activities performed by or on behalf of the Contractor;products and
completed operations of the Contractor; premises owned, leased, or used by the Contractor; or
automobiles owned, leased, hired or borrowed by the Contractor. The coverage shall contain no
special limitations on the scope of protection afforded to the Village, its officials, agents,
employees,and volunteers.
2. The Contractor's insurance coverage shall be primary and non-contributory as respects the Village, its
officials,agents,employees,and volunteers.Any insurance or self-insurance maintained by the Village,its
officials, agents, employees, and volunteers shall be excess of Contractor's insurance and shall not
contribute with it.
3. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the
Village,its officials,agents,employees,and volunteers.
4. The Contractor's insurance shall contain a Severability of Interests/Cross Liability clause or language
stating that Contractor's insurance shall apply separately to each insured against whom claim is made or
suit is brought,except with respect to the limits of the insurer's liability.
5. If any commercial general liability insurance is being provided under an excess or umbrella liability policy
that does not "follow form," then the Contractor shall be required to name the Village, its officials,
employees,agents,and volunteers as additional insureds
6. All general liability coverages shall be provided on an occurrence policy form. Claims-made general
liability policies will not be accepted.
7. The contractor and all subcontractors hereby agree to waive any limitation as to the amount of contribution
recoverable against them by the Village. This specifically includes any limitation imposed by any state
statute,regulation,or case law including any Workers'Compensation Act provision that applies a limitation
to the amount recoverable in contribution such as Kotecki v. Cyclops Welding
E.All Coverages:
1. No Waiver. Under no circumstances shall the Village be deemed to have waived any of the insurance
requirements of this Contract by any act or omission,including,but not limited to:
a. Allowing work by Contractor or any subcontractor to start before receipt of Certificates of
Insurance and Additional Insured Endorsements.
b. Failure to examine,or to demand correction of any deficiency,of any Certificate of Insurance and
Additional Insured Endorsement received.
2. Each insurance policy required shall have the Village expressly endorsed onto the policy as a Cancellation
Notice Recipient. Should any of the policies be cancelled before the expiration date thereof,notice will be
delivered in accordance with the policy provisions.
F. Acceptability of Insurers
Insurance is to be placed with insurers with a Best's rating of no less than A-,VII and licensed to do business
in the State of Illinois.
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G. Verification of Coverage
Contractor shall furnish the Village with certificates of insurance naming the Village, its officials,
agents,employees,and volunteers as additional insured's and with original endorsements,affecting
coverage required herein. The certificates 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 received and approved by the Village before any work commences. The Village reserves the right to
request full certified copies of the insurance policies and endorsements.
H. Subcontractors
Contractor shall include all subcontractors as insured's under its policies or shall furnish separate certificates
and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all the
requirements stated herein.
I. Assumption of Liability
The contractor assumes liability for all injury to or death of any person or persons including employees of
the contractor,any subcontractor,any supplier,or any other person and assumes liability for all damage to
property sustained by any person or persons occasioned by or in any way arising out of any work performed
pursuant to the Contract.
J. Workers'Compensation and Employers'Liability Coverage
The insurer shall agree to waive all rights of subrogation against the Village of Buffalo Grove,its officials,
employees, agents and volunteers for losses arising from work performed by Contractor for the
municipality.
K. Failure to Comply
In the event the Contractor fails to obtain or maintain any insurance coverages required under this contract,
The Village may purchase such insurance coverage's and charge the expense thereof to the Contractor.
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ARTICLE X—CERTIFICATE OF AUTHORITY AND SURETY CERTIFICATE
The Contractor shall furnish the Village with a current Certificate of Authority or Surety Certificate issued
by the Illinois Department of Insurance for the bonding company and insurance company they are using. In lieu of
a Certificate of Authority of Surety Certificate,the Contractor may provide certificate of good standing from the
Illinois Department of Insurance's website.
ARTICLE XI—COPYRIGHTS AND LICENSES
The Contractor agrees that all documents of any kind whatsoever, and in whatever medium expressed,
prepared by the Contractor and the Contractor's consultants in connection with the Work (collectively, the
"Documents") or otherwise pursuant to this Contract and all rights therein (including trademarks, trade names,
rights or use, copyrights and/or other proprietary rights) shall be and remain the sole property of the Village
(regardless of whether the Village or the Contractor terminates this Contract for any reason whatsoever). The
Contractor hereby agrees that the Documents are or shall be deemed to be"Works for Hire"within the meaning of
Section 101 of the Copyright Act,and the Contractor hereby assigns to the Village all right,title and interest therein.
Notwithstanding,the Contractor shall indemnify and hold harmless the Village, its appointed and elected officials,
employees,agents,and volunteers from and against all claims,damages,losses,and expenses(including attorneys'
fees and court and arbitration costs) arising out of any infringement of patent rights or copyrights incident to the
Documents and the Work.
ARTICLE XII—NOTICE
All notices, demands,requests,consents,approvals,and other communications required or permitted to be
given hereunder(a"Notice")shall be in writing and shall be deemed effective three(3)business days after mailing
if mailed by certified mail with return receipt requested and immediately if served personally,and shall be addressed
to the following:
IF TO THE VILLAGE: Village of Buffalo Grove
50 Raupp Blvd
Buffalo Grove,IL 60089
mskibbe@vbg.org
A ITN: Director of Public Works
WITH COPIES TO: Cc:pbrankin@schainbanks.com
Cc:tcwisniewski@vbg.org
IF TO THE CONTRACTOR: City Escape Garden&Design,LLC
3022 W Lake Street
Chicago,IL 60612
connie@cityescape.biz
ATTN: Connie Rivera
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ARTICLE XIII—CHANGE ORDERS
If the Village requests any change to the Work the Village shall do so by delivering Notice of the same to
the Contractor and the change requested by the Village shall be effective upon receipt of the Notice by the
Contractor. The Contractor may propose a change to the Work by delivering Notice of the proposed change along
with a description of the changes full effect on the Work to the Village;provided,such requested change shall not
be deemed accepted until the Village has delivered to the Contractor Notice of the same. Prior to approving a
proposed change to the Work by the Contractor,the Village may request such additional documentation as it deems
necessary to investigate the proposed change. The Contractor shall be responsible for informing all its employees
and subcontractors of any changes to the Work,whether such change is requested by the Contractor or the Village.
ARTICLE XIV—NOTICE OF STARTING WORK
The Contractor shall provide Notice to the Village prior to the Contractor, or its employees or
subcontractors,starting the Work or any phase of the Work.
ARTICLE XV—SEQUENCE OF THE WORK
The Director of Public Works shall have the power to direct the order and sequence of the Work. On any
major portion of the Work, all accessories shall be set coincident with the main construction. Payment for major
portions of the Work may be withheld until proper completion of accessories.
ARTICLE XVI—SUPERVISION
The Director of Public Works shall have override power to superintend and direct the Work, and the
Contractor shall perform all of the Work herein specified to the satisfaction,approval and acceptance of the Director
of Public Works.The Contractor shall have at all times a competent foreman or superintendent at the Work's site,
who shall have full authority to act for the Contractor and to receive and execute orders from the Director of Public
Works, and any instructions given to such superintendent or person, executing work for the Contractor, shall be
binding on the Contractor as though it was personally given to the Contractor.
ARTICLE XVII—STANDARD OF WORK AND WORKERS
The Contractor shall employ competent staff and shall discharge, at the request of the Director of Public
Works,any incompetent,unfaithful,abusive,or disorderly workers in its employ. Where experts or skilled workers
must be employed,only expert or skilled workers shall be employed.
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ARTICLE XVIII—CONDITIONS OF THE WORK SITE
The Contractor shall provide and maintain such sanitary accommodations for the use of its employees as
may be necessary to comply with the State and local Board of Health requirements. Public nuisances will not be
permitted. The Contractor shall leave said Work's site(s)in the best possible condition to the complete satisfaction
of the Director of Public Works. No vehicles of any kind shall be placed,parked,or operated upon any grass areas
at any time except as authorized by the Director of Public Works or his authorized representative. Further, the
Contractor shall exercise every precaution for the protection of all persons and all property. The safety provisions
of all-applicable laws and ordinances shall be strictly observed. Any practice hazardous in the opinion of the
Director of Public Works or his authorized representatives shall be immediately discontinued by the Contractor
upon his receipt of instructions from the Director of Public Works or his authorized representative. To the maximum
extent permitted by law,the Contractor shall be responsible for all safety-related matters.
ARTICLE XIX—WARRANTY PERIOD
All material and workmanship shall be warranted and guaranteed according to manufacturer's
recommendation after inspection and approval by the Director of Public Works or his designated representative.
All work performed by the Contractor shall be warranted by the Contractor following completion and final
acceptance of the Work for a period of twelve(12)months from the date of final,and not substantial,completion.
ARTICLE XX—ACCIDENTS
In the event of any accident of any kind that involves the general public or property of the Village or a third
party,the Contractor shall immediately notify the Director of Public Works by phone as well as provide Notice of
the same. The Notice shall include a full accounting of all details of the accident. The Contractor shall furnish the
Village with copies of all reports of such accidents at the same time that the reports are forwarded to any other
interested parties.
ARTICLE XXI—NO ASSIGNMENT
If the Contractor sublets or assigns any part of the Work then the Contractor shall not under any
circumstances be relieved of its liabilities hereunder. All transactions of the Village shall be with the Contractor.
Subcontractors shall be recognized only in the capacity of employees or workmen and shall be subject to the same
requirements as to character and competence. The Contractor shall not assign,transfer, convey, sell or otherwise
dispose of the whole or any part of this Contract to any person,firm or corporation without written consent of the
Director of Public Works or his authorized representative.
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ARTICLE XXII—DEFAULT
The following shall constitute a default an"Event of Default"by the Contractor under this Contract:
A. If the Contractor shall fail to strictly observe or perform one or more of the terms, conditions, covenants
and agreements of this Contract;
B. If there shall be placed on any property owned by the Village any mechanics',materialmens' or suppliers'
lien;
C. If there shall be instituted any proceeding against the Contractor seeking liquidation,dissolution or similar
relief and the same shall not be dismissed within forty-five(45)calendar days;
D. If there shall be appointed any trustee,receiver or liquidator of the Contractor and such appointment shall
not have been vacated within forty-five(45)calendar days;and
E. If the Contractor fails to maintain or obtain any and all permits, licenses and the like, if any, required by
the Village, State or Federal governments for the Work.
Upon any Event of Default, the Village shall have the option of(i) terminating the Contract; (ii) pursuing any
remedy available to it at law or in equity; or (iii) pursuing both simultaneously. In addition, upon an Event of
Default,the Village may withhold payments due to the Contractor until it has hired a replacement of the Contractor
and deducted all costs of hiring a replacement.
ARTICLE XXIII—DELAYS
The Contractor shall not be liable in damages for delays in performance when such delay is the result of
fire, flood, strike, acts of God, or by any other circumstances which are beyond the control of the Contractor;
provided,however,under such circumstances the Village may,at its option,cancel the Contract.
ARTICLE XXIV—COMPLIANCE WITH LAWS
The Contractor shall comply with all applicable laws, regulations and rules promulgated by any federal,
state,local,or other governmental authority or regulatory body pertaining to all aspects of the Work,now in effect,
or which may become in effect during the performance of the Work. The scope of the laws,regulations,and rules
referred to in this paragraph includes,but is in no way limited to,the Illinois Human Rights Act,Illinois Equal Pay
Act of 2003, Occupational Safety & Health Act along with the standards and regulations promulgated pursuant
thereto(including but not limited to those safety requirements involving work on elevated platforms), all forms of
traffic regulations, public utility, Interstate and Intrastate Commerce Commission regulations, Workers'
Compensation Laws,Public Construction Bond Act,Public Works Preference Act,Employment of Illinois Workers
on Public Works Act, USA Security Act,federal Social Security Act(and any of its titles),and any other law,rule
or regulation of the Illinois Department of Labor, Department of Transportation,Illinois Environmental Protection
Act, Illinois Department of Natural Resources, Illinois Department of Human Rights,Human Rights Commission,
EEOC, and the Village of Buffalo Grove. Notwithstanding the following, the Contractor shall particularly note
that:
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A. NO DISCRIMINATION—The Contractor shall comply with the provisions of the Illinois Public
Works Employment Discrimination Act and the Illinois Human Rights Act/Equal Opportunity Clause which,
pursuant to Illinois law,are deemed to be part of this Contract.
B. FREEDOM OF INFORMATION- The Contractor agrees to furnish all documentation related
to the Contract, the Work and any documentation related to the Village required under an Illinois Freedom of
Information Act(ILCS 140/1 et.seq.)("FOIA")request within five(5)calendar days after the Village issues Notice
of such request to the Contractor. The Contractor agrees to defend, indemnify and hold harmless the Village,and
agrees to pay all reasonable costs connected therewith (including, but not limited to attorney's and witness fees,
filing fees and any other expenses)for the Village to defend any and all causes,actions,causes of action,disputes,
prosecutions,or conflicts arising from Contractor's actual or alleged violation of FOIA or the Contractor's failure
to furnish all documentation related to a FOIA request within five(5)calendar days after Notice from the Village
for the same. Furthermore, should the Contractor request that the Village utilize a lawful exemption under FOIA
in relation to any FOIA request thereby denying that request,Contractor agrees to pay all costs connected therewith
(such as attorneys' and witness fees, filing fees and any other expenses)to defend the denial of the request. This
defense shall include,but not be limited to,any challenged or appealed denials of FOIA requests to either the Illinois
Attorney General or a court of competent jurisdiction.
C. ILLINOIS WORKERS ON PUBLIC WORKS ACT-To the extent applicable,the Contractor shall
comply with the Illinois Workers on Public Works Act, 30 ILCS 570/1 et seq., and shall provide to the Village any
supporting documentation necessary to show such compliance.
D. NOT A BLOCKED PERSON- The Contractor affirms and covenants that neither the Contractor
nor any individual employed by the Contractor for this Work or under this Contract is a person forbidden from
doing business with a unit of local government under Executive Order No. 13224 (Sept 23, 2001), 66 Fed.Reg.
49,079(Sept 23, 2001) or is a person registered on the Specially Designated Nationals and Blocked Persons List.
The Contractor shall indemnify the Village from all costs associated with failure to comply with this paragraph.
E. SUBSTANCE ABUSE PREVENTION ON PUBLIC WORKS ACT- The Contractor knows,
understands, and acknowledges its obligations under the Substance Abuse Prevention on Public Works Act (820
ILCS 265/1 et seq.), and shall comply and require all subcontractors and lower tiered contractors to comply with
the requirements and provisions thereof.
ARTICLE XXV—NO WAIVER OF RIGHTS
A waiver by the Village of any Event of Default or any term of provision of this Contract shall not be a
waiver of the same Event of Default,another Event of Default or any other term or provision of this Contract.
ARTICLE XXVI—CONTROLLING LAW AND VENUE
This Contract is entered into in the State of Illinois, for work to be performed in the State of Illinois and
shall be governed by and construed in accordance with the laws of the State of Illinois. Any legal matters or dispute
shall be resolved in the Circuit Court of Cook County and the Parties hereby submit to the jurisdiction of such
Circuit Court. This Contract shall be construed without regard to any presumption or other rule requiring
construction against the Party causing the Contract to be drafted.
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ARTICLE XXVII—MISCELLANEOUS
A. AMENDMENT—This Contract may be amended only in writing executed by both Parties.
B. NO RECORDING—This Contract,or a memorandum thereof,may not be recorded in any form by either
Party. If either Party records this Contract,or a memorandum thereof,they shall immediately file a release
of the same.
C. COUNTERPARTS—This Contract may be executed by the Parties in any number of counterparts,each
of which shall be deemed an original,but all of which together shall constitute an original instrument.
D. SECTION HEADINGS—The headings in the Contract are intended for convenience only and shall not
be taken into consideration in any construction or interpretation of the Contract.
E. NO THIRD-PARTY BENEFICIARIES—This Contract does not confer any rights or benefits on any
third party.
F. BINDING EFFECT—This Contract shall be binding and inure to the benefit of the Parties hereto,their
respective legal representatives,heirs,and successors-in-interest.
G. ENTIRE AGREEMENT — This Contract supersedes all prior agreements and understandings and
constitutes the entire understanding between the Parties relating to the subject matter hereof.
H. SEVERABILITY - If any term, condition, or provision of the Contract is adjudicated invalid or
unenforceable,the remainder of the Contract shall not be affected and shall remain in full force and effect,
to the fullest extent permitted by law.
I. TORT IMMUNITY DEFENSES-Nothing contained in this Contract is intended to constitute nor shall
constitute a waiver of the rights, defenses, and immunities provided or available to the Village under the
Local Governmental and Governmental Employees Tort Immunity Act,745 ILCS 10 et seq.
J. CALENDAR DAYS AND TIME. Unless otherwise provided in this Contract,any reference in this
Contract 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 Contract 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.
K. TERMINATION OF CONTRACT. The Contract may be terminated, in whole or in part,by either
party if the other party substantially fails to fulfill its obligations under the Contract through no fault of
the terminating party;or the Village may terminate the Contract,in whole or in part,for its convenience.
However,no such termination may be affected unless the terminating party gives the other party:(1)not
less than thirty(30)calendar days written notice by certified mail of intent to terminate,and(2)an
opportunity for a meeting with the terminating party before termination.
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IN WITNESS WHEREOF,the Parties hereto have caused the Contract to be executed as of the Effective Date.
Village of Buffalo Grove, City Escape Garden& Design,LLC
an Illinois home-rule unit of government [An Illinois LLC company]
/7-
By: r By: X- �� � - t
Name: Dane Brad Name: Connie Rivera
Title: Village Manager Title:Managing Member
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