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overview:
āśaya | DESIGN is a leading luxury interior design and architecture firm that considers equity, the environment and fusing western and eastern cultures to craft holistic spaces. The firm specializes in luxury residential, multifamily+mixed-use, and boutique hospitality spaces that encourage guests to explore their authentic selves, find a sense of purpose and form a deeper connection and appreciation for the natural environment. āśaya’s value proposition is to impact the growth and enrichment of a client’s brand equity – economic, social, cultural and environmental.
about the founder:
A uniquely creative voice in the design profession, informed by a diverse background in architecture, interior design and environmental psychology, Smita thrives on designing spaces that strengthen our emotional connection to the places we live, work and interact. After over 16 years of extensive work experience, Smita decided to launch her own practice - āśaya | DESIGN on July 04, 2020. A practice that embraces a true independence of mindset, breaking the old ways of doing business and being ethical with our code of conduct. The word āśaya in Sanskrit translates to “the cradle of feelings and thoughts.”
āśaya’s ethos:
• To redefine luxury design
• To be a leader in ethical sourcing and environmental impact
• To empower the underprivileged through the business of design
our relevant experience
“We
find incredible joy in helping our clients bring their stories to life through design. Every client has a unique perspective.
Design is the catalyst for making it meaningful to others.“
Project 01 : Sienna Residences at The Thompson, Austin Texas
Clients : Magellan Development, Geolo Capital, Hyatt, Magellan Property Management
Relevant Scope : Guest room - Two Bedroom
Project 02 : Exhibit on Superior, Chicago IL
Clients : Magellan Development, MAC Management, Magellan Property Management
Relevant Scope : Model Unit - Two Bedroom
Project 03 : Gallery on Wells, Chicago IL
Clients : Magellan Development, MAC Management, Magellan Property Management
Relevant Scope : Model Unit - Two Bedroom
Project 04 : The Leo, Chicago IL
Clients : Vista Properties, Luxury Living
Relevant Scope : Model Unit - One Bedroom
Project 05 : Exhibit on Superior, Chicago IL
Clients : Magellan Development, MAC Management, Magellan Property Management
Relevant Scope : Model Unit - Studio
our schedule, process, scope, and fees
SCHEDULE + PROCESS (Design + Procure + Install)
Note: We will publish actual dates for individual units after our proposal has been approved.
Step 01. Project start
Step 1: Submit a proposal
Step 2: Proposal approved/signed by all parties
Step 3: Receive retainer fees
Step 02. Design (1-2 weeks)
Step 1: Start design
Step 2: Presentation to the client
Step 3: Feedback from clients, incorporate into the design
Step 4: Final design presentation
Step 5: Approval
Step 03. Procurement (4-6 weeks)
Step 1: Start furniture specification list
Step 2: Receive payment for purchase
Step 3: Purchase all furniture, furnishings, and accessories
Step 4: Delivery at the address/ unit – To be placed in the correct unit by the building manager/ client
Step 04. Installation (3 -7 days per unit)
Step 1: Hire installer for furniture installation
Step 2: Installation
Step 3: Place all the cardboard boxes in the dumpster provided by the building and dispose of by the building
Step 4: Final cleaning
Step 5: Final inspection
Step 05. Completion (1 day)
Step 1: Client walkthrough
Step 2: Final sign-off on completion and close out.
Step 3 : Receive outstanding payment
DELIVERABLES :
TIER 1
Design
1. Concept ideas (3) + Finalize (1)
2. Planning / Layout/ Circulation / Measurements
3. FF&A (Furniture, Furnishings and Accessories) coded plans
4. FF&A (Furniture, Furnishings and Accessories) selections / matrix - Approx. 75 - 80 items
Execution
1. Order items, coordinate / track delivery
2. Coordinated with FF&A installers
3. Coordinated with final cleaning crew
TIER 2
Design
1. Concept ideas (3) + Finalize (1)
2. Planning / Layout/ Circulation / Measurements
3. Elevations with accent paint + wall hanging items
4. FF&A (Furniture, Furnishings and Accessories) coded plans + Elevations
5. FF&A (Furniture, Furnishings and Accessories) selections / matrix - Approx. 85 - 90 items
Execution
1. Order items, coordinate / track delivery
2. Coordinated with FF&A installers
3. Coordinate with accent painters
4. Coordinated with final cleaning crew
TIER 3
Design
1. Concept ideas (3) + Finalize (1)
2. Planning / Layout/ Circulation / Measurements
3. Elevations with accent paint + wall hanging items + wallcovering
4. FF&A (Furniture, Furnishings and Accessories) coded plans + Elevations + Wallcovering locations
5. FF&A (Furniture, Furnishings and Accessories) selections / matrix - Approx. 95 - 100 items
Execution
1. Order items, coordinate / track delivery
2. Coordinated with FF&A installers
3. Coordinate with accent painters
4. Coordinate with accent wallcovering installers
5. Coordinated with final cleaning crew
The Total Fee is based upon the following design schedule, which is contingent on Client providing timely responses, approvals, authorizations and other information when required. The numbers below may vary a bit based on the unforeseen situations. Project fees will be billed out per the following design phase breakdown: SCOPE : Design Services = (Design + Procurement + Project Management) (Model Unit - S1)
DELIVERABLES :
TIER 1
Design
1. Concept ideas (3) + Finalize (1)
2. Planning / Layout/ Circulation / Measurements
3. FF&A (Furniture, Furnishings and Accessories) coded plans
4. FF&A (Furniture, Furnishings and Accessories) selections / matrix - Approx. 85-90 items
Execution
1. Order items, coordinate / track delivery
2. Coordinated with FF&A installers
3. Coordinated with final cleaning crew
TIER 2
Design
1. Concept ideas (3) + Finalize (1)
2. Planning / Layout/ Circulation / Measurements
3. Elevations with accent paint + wall hanging items
4. FF&A (Furniture, Furnishings and Accessories) coded plans + Elevations
5. FF&A (Furniture, Furnishings and Accessories) selections / matrix - Approx. 90-100 items
Execution
1. Order items, coordinate / track delivery
2. Coordinated with FF&A installers
3. Coordinate with accent painters
4. Coordinated with final cleaning crew
TIER 3
Design
1. Concept ideas (3) + Finalize (1)
2. Planning / Layout/ Circulation / Measurements
3. Elevations with accent paint + wall hanging items + wallcovering
4. FF&A (Furniture, Furnishings and Accessories) coded plans + Elevations + Wallcovering locations
5. FF&A (Furniture, Furnishings and Accessories) selections / matrix - Approx. 100- 120 items
Execution
1. Order items, coordinate / track delivery
2. Coordinated with FF&A installers
3. Coordinate with accent painters
4. Coordinate with accent wallcovering installers
5. Coordinated with final cleaning crew
The Total Fee is based upon the following design schedule, which is contingent on Client providing timely responses, approvals, authorizations and other information when required. The numbers below may vary a bit based on the unforeseen situations. Project fees will be billed out per the following design phase breakdown: SCOPE : Design Services = (Design + Procurement + Project Management)
DELIVERABLES :
TIER 1
Design
1. Concept ideas (3) + Finalize (1)
2. Planning / Layout/ Circulation / Measurements
3. FF&A (Furniture, Furnishings and Accessories) coded plans
4. FF&A (Furniture, Furnishings and Accessories) selections / matrix - Approx. 95 - 110 items
Execution
1. Order items, coordinate / track delivery
2. Coordinated with FF&A installers
3. Coordinated with final cleaning crew
TIER 2
Design
1. Concept ideas (3) + Finalize (1)
2. Planning / Layout/ Circulation / Measurements
3. Elevations with accent paint + wall hanging items
4. FF&A (Furniture, Furnishings and Accessories) coded plans + Elevations
5. FF&A (Furniture, Furnishings and Accessories) selections / matrix - Approx. 110 - 125 items
Execution
1. Order items, coordinate / track delivery
2. Coordinated with FF&A installers
3. Coordinate with accent painters
4. Coordinated with final cleaning crew
TIER 3
Design
1. Concept ideas (3) + Finalize (1)
2. Planning / Layout/ Circulation / Measurements
3. Elevations with accent paint + wall hanging items + wallcovering
4. FF&A (Furniture, Furnishings and Accessories) coded plans + Elevations + Wallcovering locations
5. FF&A (Furniture, Furnishings and Accessories) selections / matrix - Approx. 125 - 150 items
Execution
1. Order items, coordinate / track delivery
2. Coordinated with FF&A installers
3. Coordinate with accent painters
4. Coordinate with accent wallcovering installers
5. Coordinated with final cleaning crew
The Total Fee is based upon the following design schedule, which is contingent on Client providing timely responses, approvals, authorizations and other information when required. The numbers below may vary a bit based on the unforeseen situations. Project fees will be billed out per the following design phase breakdown: SCOPE : Design Services = (Design + Procurement + Project Management) (Guest Suite - 2A)
CLIENT RESPONSIBILITIES + GENERAL DISCLAIMERS
Client is responsible for providing āśaya with
1. All as built drawings in PDF and/or AutoCAD information including existing electrical and data as obtained by the Architect.
2. All sales are final, Asaya’s scope is to act as the purchaser for this project and not as a reseller for FF&A, as noted on the drawings.
3. The prices below are retail prices and are subject to vary daily based on the vendors.
4. In case any damaged pieces are received upon arrival, Asaya will follow the vendor’s standard replacement/reimbursement policy.
5. Asaya is not responsible for any damage caused to the building property while the items were transported to designated unit.
6. The building manager is responsible for placing all the packages received at designnated unit.
7. The building manager is responsible for taking the dumpster to the designated recycling area after designated units has been set up.
8. The building management is responsible for purchasing the TV or any media unit and mounting it to the column or wall / coordinate with all parties.
9. In case any of the below items goes out of stock or cannot meet the scheduled deadline, Asaya reserves the right to replace it with a comparable item.
10. Asaya will proceed with purchaing after it has received the approval and the full amount for approved FF&A from the clients (Hines).
Client shall furnish the services of other consultants and/or testing agencies when required by law or when such services are requested by āśaya and are reasonably required by this Project. āśaya shall be entitled to rely upon the accuracy and completeness of any results. Such services shall be at the sole expense of Client. Client shall give āśaya prompt written notice in the event that Client becomes aware of any fault of defect in this Project or non conformance with the Documents for Design Intent.
Client shall designate a representative authorized to act on Client’s behalf with respect to this Project. Client’s Representative shall render decisions in a timely manner in order to avoid unreasonably delay in the orderly and sequential progress of āśaya’s services. Client’s Representative shall provide its written approval of each Phase of āśaya’s services within fourteen [14] business days of āśaya’s request for such approval.
At all times during the term of this Agreement, Client shall keep and maintain, insurance as may be required by law or may be necessary to protect āśaya, including: a) Professional Liability Insurance in the amount of $1,000,000 per occurrence and $2,000,000 in the aggregate; b) Commercial General Liability Insurance, in the amount of $1,000,000 per occurrence and $2,000,000 in the aggregate; and c) Worker’s Compensation and disability benefits insurance complying with the laws of the State of Illinois. Client shall name āśaya Design LLC as an additional insured on all aforementioned policies of insurance. Client shall not alter or cancel any insurance on which āśaya is required to be named as an additional insured without first giving āśaya thirty [30] days prior written notice of same.
The Total Fee includes four[4] trips to the Project. All travel expenses will be billed as a separate Reimbursable Expense as noted below. The time associated with additional trips will be billed as Additional Services at our current Standard Hourly Rates. āśaya shall not be required to attend any additional meetings that have not been pre-approved in writing by Client.
STANDARD HOURLY RATES
The following hourly rates are current through June 2026 and are subject to change thereafter.
Smita Sahoo
Architectural Designer
Design Assistant
REIMBURSABLE EXPENSES
$ 350.00
$ 110.00
$ 85.00
Reimbursement for out-of-pocket expenses associated with the Services [“Reimbursable Expenses”] are not included in the Total Fee. Reimbursable Expenses are estimated at 15% of the Total Fee, but Client will be billed only for the actual cost of Reimbursable Expenses at 1.1 times cost. Reimbursable Expenses include, but are not limited to, expenses incurred relative to presentation materials, project binders, research materials, reproductions, printing and plotting, facsimiles, postage, deliveries, long distance communications, professional renderings, travel, transportation, hotel accommodations and meals for out-of-town meetings. All travel expenses will be pre-approved, in writing, by you. Payment of all statements shall be paid by you within ten [10] days of receipt of the statement.
INITIAL DEPOSIT
An initial deposit of $ 12,000 (For Model Units) and $8,000 (For Guest Suite) - Will vary based on the final Tier selection the Total Fee is required prior to commencement of the Basic Services. āśaya reserves the right to require an initial deposit of 10% of any fees for Additional Services prior to commencement of such Additional Services.
PAYMENT
Payment of āśaya invoices are due on receipt of invoice date. Payments not received seven [7] days after invoice due date shall be charged interest at a rate of nine- and one-half percent 9.5% per annum on the unpaid balance until full payment is received.
PUBLICITY
āśaya shall have the right to document the Services in progress and when completed by photography or other means, which documentation āśaya may use for portfolio, brochure, display and similar publicity purposes without compensation to Client. Such photographs and documentation are the sole and exclusive property of āśaya. Client grants āśaya the right to use Client’s name and location in connection with such documentation and shall sign any reasonable waiver/release forms requested by āśaya with respect to such usage. Any documents, photographs and the like prepared by Client with respect to the Project, whether released internally or to the public, shall credit āśaya as the interior designer for the Project. Client agrees, and will obtain a similar agreement from contractors, that āśaya will be properly identified and given appropriate credit on all construction signs, building signage showing credits, press releases and other forms of publicity for the Project.
TERMS AND CONDITIONS
This Proposal is subject to the attached General Terms and Conditions, which are incorporated into and made a part of this Proposal as if fully set forth herein. Capitalized terms not defined in this Proposal shall have the meaning given them in the General Terms and Conditions.
ACCEPTANCE
If this Proposal for Design Services meets with Client approval, please sign and return the original signed Proposal to āśaya and retain a copy for your records. Client acknowledges that such signature or oral assent, authorizing āśaya to commence the Services, or payment of the initial deposit or other costs in consideration of the Services shall be deemed acceptance of this Proposal, thereby create a binding agreement between āśaya and Client consisting of this Proposal, the General Terms and any exhibits attached hereto [collectively, the “Agreement”]. Timely completion of the Basic Services as provided above are based on āśaya’s receipt of the original signed Proposal and initial deposit within two [2] calendar days of the date here of.
Sincerely,
Smita Sahoo Owner, Founder, and Creative Director
āśaya I DESIGN
This Proposal is AGREED to and ACCEPTED by Hines, through its undersigned representative. The undersigned represents and warrants that it is authorized to sign this Proposal and bind Owner to the agreement formed thereby.
Project: E2 Apartments, 1890 Maple Avenue, Evanston IL 60201
Date: 01202025
our general terms
The following General Terms apply to and are incorporated into the Proposal for Design Services (“Proposal”) to which they are attached. In the event of a conflict between these General Terms and Conditions and the Proposal, the terms of the Proposal shall govern.
1. Definitions. Unless otherwise defined below, capitalized terms used in these Terms shall have the meaning ascribed to them in the Proposal. The term “Contractor” or “Contractors,” whether or not capitalized, refers to contractors and subcontractors of any tier. The term “Party” or “Parties” refers to āśaya and Client. The term “Services” refers collectively to the Basic Services, Additional Services, and any other services performed by āśaya under the Agreement.
2. Standard of Care. Notwithstanding anything to the contrary, āśaya shall provide its Services in a manner consistent with the degree and skill ordinarily provided by members of the interior design profession practicing in the same or similar locality under the same or similar circumstances (the “Standard of Care”). The Standard of Care shall not be modified by any certification or representation made by āśaya. āśaya shall not be responsible for any failure to follow or apply any knowledge or techniques that are not generally known, acknowledged, or accepted at the time āśaya performs the Services. Client acknowledges that no set of plans and specifications is entirely free of errors and omissions and that the existence of an error or omission does not automatically constitute a breach of the Standard of Care or of the Agreement.
3. Information, Approvals from Client. Client shall provide āśaya with full information regarding the requirements for the Services including, without limitation, information regarding Client’s program, objectives, schedule, budget, constraints, criteria, space requirements, special equipment, systems and site requirements, applicable design requirements, design and construction standards, approval processes, procurement criteria, mock-up requirements, preferred vendor sources and any other Project information that āśaya may require in order to perform the Services (collectively, “Project Requirements”). āśaya shall be entitled to rely on the accuracy and completeness of Project Requirements provided by or on behalf of Client. Client’s knowledge and commercial information regarding the Project is vital and āśaya is not responsible for any shortcomings with respect to such information. When Client decisions, authorizations, or approvals are required, Client shall render them promptly so as not to delay the Services or the Project.
4. Materials Prepared by Others. āśaya’s review, approval of, or commentary on any documents, drawings, specifications, submittals, designs, or other matters prepared by others (collectively, “Third Party Work Product”) shall be solely for purposes of assessing general conformance with āśaya’s design intent and shall not be for purposes of discovering errors or omissions or determining the accuracy, feasibility, or completeness of such Third-Party Work Product. āśaya shall be entitled to rely on the accuracy and completeness of the Third-Party Work Product and shall have no responsibility for any Third-Party Work Product or for the work or services performed by others.
5. Compliance. Client, through Architect or a separately retained contractor or code consultant, shall be solely responsible for reviewing the Final Drawings and Specifications (defined in Section 11 below) prepared by āśaya to verify and ensure that the Final Drawings and Specifications comply with all applicable laws, codes, regulations, declarations, by-laws or other similar requirements (collectively, “Legal Requirements”) and are sufficient to obtain the approval of any applicable reviewing agencies or authorities. āśaya will cooperate with Client to provide information or to modify the Final Drawings and Specifications to achieve compliance and obtain approval of any applicable reviewing agencies or authorities. āśaya shall not be liable, and Client agrees to make any claim, for failure to comply with any Legal Requirements against the Architect, Contractor, or code consultant only, not against āśaya. Client shall give āśaya prompt written notice in the event that Client becomes aware of any fault or defect in this Project or non conformance with the Final Drawings and Specifications.
6. Client’s Representative. Client shall designate an individual (the “Representative”) authorized to act on Client’s behalf with respect to this Project. The Representative shall have authority to provide decisions, approve drawings, reports, presentations, and other documents and data, and to authorize Additional Services (as defined in Section 9 below). The Representative shall be authorized to bind Client. Any instruction from the Representative, whether written or oral, is sufficient to bind Client regarding any change, consent, or other decision. The Representative shall render decisions in a timely manner in order to avoid unreasonable delay in the orderly and sequential progress of the Services. The Representative shall provide its written approval of each Phase of āśaya’s Services within fourteen (14) business days of āśaya’s request for such approval.
7. Disputed Amounts. If Client disputes any portion of an invoice or the satisfactoriness of the products or Services reflected in such invoice, Client shall notify āśaya in writing of the dispute within ten (10) days of receipt of the invoice. Such notification shall clearly indicate that portion of the invoice which Client disputes (“Disputed Amount”) and shall include an explanation of the reasons for the dispute. Failure to provide such notification in the manner and time period provided shall constitute a waiver of any objection to full payment of the invoice. The Parties shall use good faith efforts to resolve Disputed Amounts expeditiously. If the resolution indicates that āśaya is entitled to be paid all or any portion of the Disputed Amount, then Client shall pay such amount to āśaya within seven (7) days after resolution of the matter. āśaya shall be entitled to recover all costs, expenses, and attorney’s fees, incurred in enforcing any provision of this Agreement.
8. Cost Estimates. āśaya has no control over the cost of labor, materials, or equipment, contractors’ methods of determining bid prices, or competitive bidding markets or negotiation conditions. Accordingly, āśaya neither warrants nor represents that the proposals, bids, or interior design costs will be consistent with any budget, cost estimate, or cost evaluation prepared by āśaya. Value-engineering or otherwise reworking previously approved interior designs to reduce construction or procurement costs shall constitute Additional Services under this Agreement except to the extent otherwise provided in the Proposal.
9. Additional Services. “Additional Services” are any services not expressly included in the Basic Services and shall include, without limitation, any services identified as Additional Services in the Proposal, as well as any services that āśaya is required to perform as a result of an error or omission in any Third Party Work Product or a delay described in Section 16 below. Client may request, or it may become necessary for āśaya to perform, Additional Services to further Client’s objectives. Whenever reasonably possible, āśaya will notify Client in advance of āśaya’s intention to perform the Additional Services. Client’s request for or approval of Additional Services, or Client’s failure to instruct āśaya not to perform the Additional Services after receipt of such notice, shall constitute Client’s authorization of the Additional Services and agreement to pay for them. Additional costs and Reimbursable Expenses incurred by āśaya as a result of any Additional Services shall be billed with āśaya’s regular invoices, at āśaya’s then prevailing standard hourly rates, unless otherwise agreed by the Parties in writing. Notwithstanding the foregoing, āśaya may, in its sole discretion, perform any Additional Services, but in no event shall be obligated to do so.
10. Client Materials. Except to the extent provided in Section 11 below, as between āśaya and Client, Client shall retain ownership of all Client materials, images, designs, drawings, graphics and other information provided by or on behalf of Client to āśaya for the Services (“Client Materials”).
11. Ownership and License. āśaya shall be deemed the owner of any design, drawings, specifications, sketches, renderings, samples, image boards, and all other materials prepared by or on behalf of āśaya for Client and the Project (collectively, “āśaya Designs”), including, without limitation, any āśaya Designs that are based on or incorporate Client Materials. āśaya shall be deemed the author of the āśaya Designs and shall retain all common law, statutory, and other reserved rights with respect to the āśaya Designs including all copyrights, trademarks, patents, and all other proprietary rights, other than those rights expressly granted to Client pursuant to the Proposal. āśaya may use the āśaya Designs, or any part thereof, for promotional or competitive purposes, without notice or compensation to Client. Any reproduction or reuse of the āśaya Designs by Client for another project, without āśaya’s prior written consent, is strictly prohibited. Subject to the foregoing, āśaya hereby grants to Client a non-transferable, royalty free license to use for this Project only the drawings and specifications, in their final form, that were selected and paid for in full by Client (collectively, “Final Drawings and Specifications”). In no event shall such license extend to any alternative designs, drawings, or any other āśaya Designs prepared by or on behalf of āśaya that were not selected or paid for by Client for the Project (collectively, “Confidential Information”).
12. Confidentiality. Client agrees to keep all Confidential Information strictly confidential. Client shall not use, publish, disclose, or otherwise communicate, directly or indirectly, any Confidential Information to any person or entity other than Client employees or representatives (collectively, “Authorized Parties”) but only if and to the extent that such Authorized Parties have a legitimate need to know such information. Client shall require each Authorized Party to keep the Confidential Information strictly confidential and shall bear responsibility for any actions or omissions of such Authorized Party which, if undertaken by Client, would constitute a breach of this Agreement. Client will not allow any Confidential Information to be incorporated into or used in any other designs, documents, or material’s and will not, and will not permit any third party to, seek patent, design, or other intellectual property protection on all or any part of the Confidential Information or any derivative thereof anywhere in the world. Neither this Agreement nor the disclosure of any Confidential Information will be deemed to grant to Client any express or implied license or rights in the Confidential Information. Upon āśaya’s request, Client agrees to return all copies of any Confidential Information to āśaya. Nothing in this Agreement will prohibit Client from complying with any subpoena or court order, provided Client promptly notify āśaya so āśaya can contest any such required disclosure as appropriate, in āśaya’s sole judgment. Client agrees that āśaya would be irreparably harmed by any actual or threatened breach of this Agreement and that, in such case, āśaya shall be entitled to an injunction (both preliminary and permanent) in addition to such remedies as may be available to āśaya at law or in equity.
13. Storage and Possession. As an accommodation to Client, āśaya may take possession of one or more items of personal property belonging to Client (e.g. for purposes of color comparison, delivery to craftsmen, refinishing or refurbishing, etc.). Client hereby represents that any such property entrusted to āśaya is insured to the full value of its replacement cost during the period of time entrusted to āśaya. Neither āśaya nor its agents shall have any liability in connection with any damage, theft, or loss of property so entrusted, and Client shall look solely to Client’s property insurance for compensation for any such loss.
14. Contractor Means and Methods. Contractors are not and shall not be directly responsible to āśaya. āśaya shall not be responsible for any acts, errors or omissions or defects or deficiencies in the work of any Contractor. āśaya shall not have control over or charge of and shall not be responsible for construction means, methods, techniques, sequences, or procedures, or for safety precautions and programs in connection with the work on the Project. āśaya shall not be responsible for the Contractors’ schedules or failure to carry out the work in accordance with the contract documents for the Project. āśaya shall not have authority to stop the work of Contractors.
15. Insurance. Client shall name “āśaya DESIGN LLC” as an additional insured under its owner’s liability insurance and any other failure or builder’s risk insurance covering the Project and shall require each Contractor to obtain and maintain Commercial General Liability insurance and Automobile Liability insurance that names āśaya as an additional insured on a primary and noncontributory basis. To the extent damages are covered by Client’s insurance, Client and āśaya waive all rights against each other and against the contractors, consultants, agents and employees of the other for such damages, except any rights that either may have to the proceeds of such insurance. Client shall require Architect, Contractors and the consultants, agents, and employees of any of them to obtain similar waivers in favor of Client and āśaya. Client shall not alter or cancel any insurance on which āśaya is required to be named as an additional insured without giving āśaya thirty (30) days prior written notice of same. In no event will āśaya be responsible for insurance required to be provided by vendors or other contractors. It is Client’s responsibility to ensure that the installation contractors and other contractors provide evidence of adequate general liability, worker’s compensation, automobile liability, and other insurance.
16. Delay. āśaya shall not be responsible for any additional costs or for any delay to the Project or the Services arising from: [i] Client’s delay or failure to render decisions, approve a phase of the Services, or finalize color and/or material selections in a timely matter; [ii] delays due to the failure of goods or the acts or omissions of outside service providers, such as third parties, contractors, and subcontractors; [iii] changes made by Client, Architect, contractors, or others; [iv] acts or omissions of Client or others; [v] force majeure as defined in Section 17 below; or [vi] any other cause or casualty beyond the exclusive control of āśaya. In the event of any such delay, āśaya shall be entitled to an equitable adjustment of time to perform the Services. Additional costs and Reimbursable Expenses incurred by āśaya as a result of any of the above shall be billed with āśaya’s regular invoices, at āśaya’s then prevailing standard hourly rates.
17. Force Majeure. In the event that āśaya is hindered, delayed, or prevented from performing its obligations under this Agreement as a result of any fire, flood, landslide, tornado or other act of God, vandalism, theft, strike, lockout, boycotts, other labor problems, shortages of material or labor, war, national emergency, riots, governmental regulation or restriction, failure of any governmental agency, or any other cause beyond the reasonable control of āśaya, āśaya shall not be liable for such delay and the time for completion of āśaya’s work shall be extended by the period of resulting delay at āśaya’s sole option. Client agrees to pay āśaya for any additional work or services performed as a result of such events at āśaya’s then prevailing standard hourly rates.
18. Disclaimer of Warranties. Both Parties make no warranty, whether express or implied, and expressly exclude and disclaim all warranties and representations of any kind, including warranties of merchantability, fitness for a particular purpose, title, and non-infringement. Both Parties do not provide any warranty that operation of any services hereunder will be uninterrupted or error-free. Both Parties make no representation or warranty and do not guarantee any fabric, material, item, or article against wear, fading, or latent defect. It is understood that such furnishings are often custom made with artistic finishes which may result in variations between individual items produced to the same design and exact match to a sample cannot be guaranteed. Client shall benefit at Client’s sole expense in the assertion of all guarantees and warranties possessed by āśaya against all suppliers and manufacturers. The installation of any and all materials and articles is subject to āśaya’s ability to obtain said materials and articles, and its ability to procure the necessary labor for same, and is contingent upon strikes, accidents, or any other causes beyond āśaya’s control. 19. Liability. āśaya does not have control of, does not insure, and is not liable for the performance, workmanship, material, shipment delivery, installation, safety precautions, or any loss resulting from any act or omission of any architect, engineer, contractor, subcontractor, trades person, supplier, manufacturer, distributer, fabricator, or other third party who may work in connection with the Project (even in the event that āśaya recommended such third party). āśaya shall not be responsible for the loss, theft, damage, or destruction of purchased items, whether in transit, storage, or wherever located. Client, at its sole cost and expense, shall procure any and all insurance coverage required to protect all such items. 20. Damages. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, IN NO EVENT WILL āśaya OR ITS AFFILIATES BE LIABLE TO CLIENT OR ITS AFFILIATES FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES OF ANY NATURE ARISING OUT OF OR RELATED TO THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO LOSS OF REVENUE, LOSS OF BUSINESS OPPORTUNITY, OR LOSS OF PROFITS, EVEN IF CLIENT WILL HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING WILL APPLY REGARDLESS OF THE NEGLIGENCE OR OTHER FAILURE OF āśaya, AND REGARDLESS OF WHETHER SUCH LIABILITY ARISES IN CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY, OR ANY OTHER THEORY OF LIABILITY. CLIENT AGREES THAT THE MAXIMUM AMOUNT OF DAMAGES IT IS ENTITLED TO IN ALL CLAIMS ARE NOT TO EXCEED THE TOTAL AMOUNT OF FEES PAID BY CLIENT UNDER THIS AGREEMENT.
21. Hidden or Unforeseen Conditions. Client acknowledges that there may be hidden conditions that are concealed by existing finishes or not susceptible to reasonable visual observation. If such a hidden condition requires a change in the interior design or construction work, the costs of such a change are to be borne solely by Client, and āśaya shall have no responsibility for any resulting costs or damages. āśaya neither assumes liability for hidden or existing conditions nor warrants against defects related to unforeseen conditions. Client agrees to pay āśaya for any additional work or services performed as a result of existing or unforeseen conditions at āśaya’s then prevailing standard hourly rates.
22. Access to Site. Client shall grant āśaya, its employees, agents, and consultants’ reasonable access to the Project site. Client understands that the Services may disrupt the business or personal routines of persons at the site and may require relocation of staff and/or activities on the Project site. āśaya is not responsible for costs or impact of such relocation.
23. Indemnification. Client (“Indemnifying Party”) agrees to indemnify, defend, and hold harmless āśaya, its Affiliates and their respective officers, directors, employees, agents, representatives, successors, and assigns (“Indemnified Parties”), from and against any and all Third Party claims, damages, losses, suits, actions, demands, proceedings, expenses, and/or liabilities of any kind (including but not limited to reasonable attorneys’ fees incurred and/or those necessary to successfully establish the right to indemnification) threatened, asserted, or filed (collectively, “Claims”), against āśaya, to the extent that such Claims arise out of or relate to: (a) Client’s breach or alleged breach of any warranty, representation, or covenant made under this Agreement; (b) infringement or misappropriation or alleged infringement or misappropriation of an Intellectual Property Right of a Third Party by Client; (c) violation of Applicable Law by Client; (d) Client’s unauthorized use of Confidential Information; and (e) Claims by government regulators or agencies for fines, sanctions, underpayments, or other remedies related to Client’s failure to perform its responsibilities under this Agreement.
24. Termination and Suspension. Either Party may terminate the Agreement for any reason upon fourteen (14) days advance written notice to the other Party. Termination shall be effective as of fourteen (14) days from the delivery of the notice. In addition, if Client fails to perform in accordance with the terms of the Agreement, including, without limitation, failing to timely make payment to āśaya, āśaya may, in its sole discretion and upon five (5) business days’ written notice, either terminate this Agreement or suspend its Services on the Project until full payment is received by āśaya. āśaya may also terminate the Agreement upon notice to Client if Client abandons or suspends the Services or the Project for more than sixty (60) consecutive calendar days. In the event of termination, all design time and operating time related to the Project which is unpaid shall be billed and due at the rates and times set forth in the Proposal. āśaya shall not be liable for any delays, damages, or losses arising out of a suspension or termination of the Agreement.
25. Remedies for Termination or Suspension. If the Project is canceled or terminated by Client after orders have been placed and/or services rendered, Client agrees to pay āśaya and its suppliers all costs incurred and amounts owing. āśaya will bill Client for all unpaid design and operating time related to the Project up until the date work was stopped. Any and all charges for services rendered to date shall be first charged against the retainer and any excess portion of the retainer will be forfeited to āśaya and realized as a cancellation fee. The remedies under this Section 25 shall be in addition to any and all remedies that āśaya may have under applicable laws.
26. Survival. The provisions of this Agreement which, by their nature, continue beyond or survive completion of the Services or termination of this Agreement, including, without limitation, all provisions relating to insurance, indemnity, and ownership of the āśaya Designs, shall remain in full force and effect after expiration or termination of the Agreement.
27. Agreement Documents. This Agreement constitutes the entire agreement and understanding between the Parties and supersedes all prior negotiations, representations, or agreements, whether written or oral, with respect to the subject matter of the Agreement. No representations, warranties, undertakings or promises, whether written or oral, expressed, or implied, have been made by āśaya or its employees or agents, unless expressly stated herein.
28. Amendments. This Agreement may be amended only by written agreement duly executed by an authorized representative of each Party.
29. Assignment. This Agreement shall not be assigned by either Party without the express written consent of the other Party.
30. Severability. The invalidity, illegality, or unenforceability of any agreement, condition, reservation, or other provision of the Agreement shall not impair or affect the remainder of the Agreement which shall remain enforceable to the fullest extent allowed by law.
31. No Waiver. A failure or delay in exercising any right, power, or privilege in respect of this Agreement will not constitute a waiver and a single or partial exercise of any right, power, or privilege will not preclude any subsequent or further exercise of that right, power, or privilege or the exercise of any other right, power, or privilege.
32. Governing Law and Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois without reference to any principles of conflict of laws, which might cause the application of the laws of another state. Any action instituted by either Party arising out of or relating to this Agreement shall only be brought, tired, and resolved in the applicable federal or state courts having jurisdiction located in the City of Chicago, County of Cook, State of Illinois. EACH PARTY HEREBY CONSENTS TO THE EXCLUSIVE PERSONAL JURISDICTION AND VENUE OF THE COURTS, STATE AND FEDERAL, HAVING JURISDICTION IN CHICAGO, ILLINOIS.
33. Third Party Beneficiary. There are no intended third party beneficiaries of āśaya’s Services under the Agreement, and no person or entity other than Client shall have any right to maintain any action in contract directly against āśaya arising out of or related to the Agreement, the Services, or the Project.
34. Relationship of Parties. āśaya is an independent contractor of Client. Nothing contained in this Agreement shall be construed to create the relationship of employer and employee, principal and agent, partnership or joint venture, or any other fiduciary relationship.
