R-1439 - 02/24/2015 - MARKETING - Resolutions RESOLUTION 2015-MRKTG-AG-EX-R-1439
A RESOLUTION APPROVING AND AUTHORIZING THE EXECUTION OF
A RETAINER FEE SERVICES AGREEMENT FOR ADVERTISING AND MARKETING SERVICES
BY AND BETWEEN THE VILLAGE OF OAK BROOK AND POINT B COMMUNICATIONS
WHEREAS, the Village has purchased marketing, advertising, and promotion services to market
the hotels, restaurants, entertainment venues, and retail sales facilities in the Village ("Marketing
Services") from Point B Communications ("Point B") since 2008; and
WHEREAS, Point B has satisfactory provided Marketing Services to the Village; and
WHEREAS, the Village desires to enter into a new one-year agreement for Point B to continue to
provide Marketing Services to the Village, which agreement is attached hereto as Exhibit A and
incorporated herein ("Agreement"); and
WHEREAS, the President and Board of Trustees, being fully advised in the premises, have
determined that it is in the best interests of the Village and its residents to so waive competitive bidding
and to approve the Agreement for Point B to provide Marketing Services; and
NOW THEREFORE, BE IT RESOLVED BY THE PRESIDENT AND BOARD OF TRUSTEES OF
THE VILLAGE OF OAK BROOK, DU PAGE AND COOK COUNTIES, ILLINOIS as follows:
Section 1: Recitals. The foregoing recitals are hereby incorporated into, and made a part
of, this Resolution as the findings of the President and Board of Trustees of the Village of Oak Brook.
Section 2: Waiver of Competitive Bidding Requirements. The advertising and bidding
requirements for the purchase of the Marketing Services shall be, and they are hereby, waived in
accordance with Section 1-7-4 of the Village Code.
Section 3: Approval of Agreement. The President and Board of Trustees hereby approve
the Agreement with Point B in substantially the same form as attached as Exhibit A, and in a final form
approved by the Village Attorney.
Section 4: Authorization and Execution of Agreements. The Village President and Village
Clerk shall be, and hereby are, authorized to execute the Agreement between the Village and Point B
after receipt of the final Agreement fully executed by Point B.
Section 5: Effective Date. This Resolution shall be in full force and effect from and after its
passage by two-thirds of the Trustees and its approval in the manner provided by law.
[SIGNATURE PAGE FOLLOWS]
Resolution 2015-MRKTG-AG-EX-R-1439
uthorizing Agreement with Point B for Marketing Services
Page 2 of 3
APPROVED THIS 24th day of February, 2015
Gopal G. Lalmalani
Village President
PASSED THIS 24th day of February, 2015
Ayes: Trustees Adler, Baar, Manzo, Moy, Wolin, Yusuf
Nays: None
Absent: None
ATTE.T: 7
I 1,AZeie, 6A.L.e2,4
ti
' '" Charlotte K. Pruss
Village Clerk
Resolution 2015-MRKTG-AG-EX-R-1439
Authorizing Agreement with Point B for Marketing Services
Page 2 of 3
EXHIBIT A
AGREEMENT FOR ADVERTISING&MARKETING
"RETAINER FEE"SERVICES
BETWEEN THE VILLAGE OF OAK BROOK AND
POINT B COMMUNICATIONS
This agreement("Agreement")is made as of this.2- day of February 2015 by and between
the Village of Oak Brook("Village")and Point B Communications
WHEREAS, the image contains a large number of hotels, restaurants, a tertairxnert venues and
reta sales facNities (collectively the"Attractions"); and
WHEREAS, the Village desires to advertise, market and promote the Attractions to the general
public; and
WHEREAS, the Vie desires to engage the Agency and the Agency desires to be engaged by
the Wage to advertise, market and promote the Attractions pursuant to the terms of this
Agreement; and
NOW THEREFORE In
stun of the mutual covenants and conations contakied herein and
other good and valuable consideration, the receipt of sufficiency of which are hereby
acknowledged, the Parties agree as follows:
1. The foregoing preambles are restated and incorporated herein by reference as though hAly
herein.
2. Term of Agreement: This Agreement shat be in effect for twelve months beginning January
1, 2015. This Agneenemt Is subject to termination as outlined In this
3. Fees:
a. Monttgy Retainer: The following ly retainer fees shall apply for the
under this Agreement for the Agency Services (as defined in Section 3 of this
Agreement): $2580.00 per month beginniry January 1, 2015 through December 31,
2015. The Agency shah *Omit „may invoices to the Village In an approved
format for the Mon ;r Retainer for the poor month. The Village shall pay to the
Agency the amount billed within 30 days after its receipt and approval of such an
invoice 'unless the retainer fees are domed. The Agency shall not bill the Village
expenses incurred for, not pay or reimburse the Agency for, any costs and
by the Agency Wi providing Agency Services without the prior
written authorization of the Village Manager.
b. Expenses: Notwithstanding anythkig in Sect 2.a of this Agreement to the
colt rary, the Village shall reimburse the Agency for its out-of-pocket expenses
("Expenses") such as printing, postage, lettershop, Illustrations,
1 , and digital outputs, messenger photography,
presereation senger sen�c�e, surpps and materials,
boards and travel provided that: (i) the Agency obtains prior approval
from the Village of a plan of the type of expenses it wifl dung the Term of the
E Agreement; and (II) the total Expenses reimbursed by the VNIage do not exceed
3204,750.00. The shall pay to the Agency the amount billed for Expenses
within 30 days after its receipt and approval of such an invoice unless the Expenses
4 " are disputed,
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c. Taxes, Benefits, and Royalties: All amounts billed by the Agency, including the
retainer amount, includes all awkable federal, state, and local taxes of every kind
and nature applicable to the
Agency Services as well as aN , contributims, and
premiums for unemployment insurance, a
Due'
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annuls, or similar benefits and all costs, royalties and fees arising from the use
on, or the incorporation Into, the Agency Services, of pa terte d or copyrighted
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equipment, materials, sues, tools, appliances,devices,processes, or Inventions.
Any d'art or tight to claim adcltional compensation by reason of the payment of any
such tax, contribution, premium, costs, royalties, or fees is hereby waived and
released by the Agency.
d. Records: The Agency shall maintain records showing the actual time devoted,
Expenses, and costs incurred to provide the Agency Services, and shall permit the
Village to inspect and audit all data and records of the Agency for work done
pursuant to this Agreement. The records shall be made available to the Village at
reasonable times during the term of this ' and for one year after
termination of the Agreement.
e. Additional Services: The Agency acknowledges and agrees that the Vie shall not
be liable for any costs inclined by the Agency in connection with any services
provided by the Agency that are outside the scope of this Agreement C'Additional
Services'), regardless of whether such Additional Services are requested or
directed by the Vi Nage, except upon the prior written consent of the
4. Agency Services: The following are the services to be provided by the Agency pursuant to
the terms of this Agreement(collectively, 'Any Services`):
a. Account Management Services: The Agency shall provide a designated team of
marketing professionals ("Account Team") to ensure sound strategic direction and
general ac court management (not kickiding the
utiNzation of outside reseal firm), planning,g, sue, cons tation, monitoring of
cones and competitive set as well as the of an
Integrated marketing communication n plan and overe budget monitoring forecast
Account management services thclucks continual evaluation of marketing initiatives,
preparation of a serve-annual findings report plini modifying plans based on the
findings report, as well as needs and market condition changes. The Account Team
shall also serve as the Village's primary day-to-day Raison to the Agency for all
communication and reporting from meetings, conference cad as well as weekly
and! or monthly status reports. In addition the Account Team shall provide
coordination of files and miscellaneous requests from Hotels of Oak Brook partners.
The Account Team personnel shall be prima, responsilde for carrying out the
Agency Services on behalf of the Agency. The Accourt Team personnel shad not
be changed without the Village's prior written approval. The Agency shy provide all
personnel necessary to complete the Agency Services. The Agency shall notify the
Village as soon as practicable prior to terminating the employment of, reassigning,
or receiving notice of the resignation of, any Account Team personnel. The Agency
shall have no claim for damages and shall not tall the Village for additional time and
materials charges as the result of any portion of the Agency 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.
b. Analyses and Assessment: The Agency shall thoroughly fwnWarize itself with the
Vllage's products ancpor services. their respective markets, competitors, business
environment. overall marketing evaluation and Village needs assessment.
c. Research and Strategic Planning: The Agency shall devote sufficient time and
attention to properly evaluate the V e's needs, determine strategic direction and
to summarize and convey findings and recommendations to the Vllage. The
Agency shall also determine market penetration, seisnent reach and distribution
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vehicles. This does not include the utilization of outside research firms, if required,
or requested by the Village. Advance written approval shall be gained from the
Village before using any outside research support resources
d. Media Management:
i. Research: All media research fees for all retainer fee agreements are
waived and considered fee inclusive. Research results for all media
evaluations are reported by summary report that includes the Agency's
recommendation. Media research Is available for all primary market
segments and other niche markets.
ii. Planning: The Agency shaft develop a comprehensive annual media plan for
the Village and update the plan on an ongoing basis. All media plans shaft
be designed to conform to the budget of the Village as outlined .. All media
selected for purchase shaft be negotiated at the lowest possible rate for
each participating project.
iii. CO Screening: The Agency shall accept media calls on behalf of the Village
and report any qualified media opportunities on a regular basis.
e. Accounting: The Agency shall provide accounting services for retainer, project and
media biding and reconciliation. The Agency shall serve as a meson between media
and production vendors for accurate billing. This includes fiektlng vendor inquiries
and any Village bifting questions.
f. Executive Staff Consultation: The Agency's Principal and Executive Creative
Director shall provide time as necessary for planning and strategic creative
development ki collaboration with the Account Team and the Village.
g. Media Placement: The Agency shall execute media placement for the Village at the
lost available net rates.
5. Subcontractors:
a. Approval and Use of Subcontractors: The Agency shall perform the Agency
Services with its own personnel and under the management, supervision, and
control of Its own organization unless otherwise approved in advance by the image
in writing. All subcontractors and subcontracts used by the Agency shall be
acceptable to, and svproved ki advance by, the Wage. The Village's approval of
any subcontractor or subcontract shall not remove the Agency of full responsibility
and amity for the provision, performance, and completion of the Agency Services
as required by this Agreement. All Agency 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 Agency. For purposes of this
Agreement, the term "Agency' shall be deemed also to refer to all *contractors of
the Agency, and every subcontract shall Include a provision binding the
subcontractor to all provisions of this Agreement.
b. Removal of Personnel and Subcontractors: If any personnel or subcontractor fails to
perform the Agency Services in a manner satisfactory to the Village and consistent
with commonly accepted professional practices, the Agency shall immediately upon
notice from the Village remove and replace such personnel or subcontractor. The
Agency 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 resat of any such removal or replacement.
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6. Confidentiality:
a. Confidential Information: The term"Confidential Information"shy mean information
In the possession or under the control of the Village relating to the technical,
business, or corporate affairs of the ; Village property; user information,
kvluchng, without ration, any information pedalling 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; the 's
customers, methods of operation, and marketing plan; and the existence of, and
terms and conditions of, this Agreement. Village Confidential Information shaft not
include information that can be demonstrated: (1) to have been rightfully in the
possession of the Agency from a source other than the Visage prior to the time of
disclosure of such information to the Agency 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
ptklication or by any other means except an unauthorized act or omission or breach
of this Agreement on the part of the Agency or the Wage; or (4) to have been
supplied to the Agency after the Time of Disclosure without restriction by a third
party who is under no obfigation to the Wage to maintain such kiormation in
confidence.
b. No Disclosure of Confidential Information by the Agency: The Agency
acknowledges that ht shall, in performing the Aorincy Services for the V' under
this Agreement, have access, or be directly or indirectly exposed, to Confidential
information. The Agency shall hold confidential all Confidential Information and
shall not €isclose or use such Confidential Information without the express prior
written consort of the Wage. The Agency shall use reasonable measures at least
as strict as those the Agency uses to protect its own confidential information. Such
meastwes shall irk, with limitation, requiring employees and subcontractors
of the Agency to execute a non-disclosure agreement before obtaining access to
Confiderdial Information.
7. Standard of Services and indemnification:
a. Representation and Certification of Services: The Agency represents and certifies
that the Agency Services shall be performed m accordance with the standards of
professional practice, care, and practiced by recognized consulting firms
in performing services of a similar nature in existence at the time of performance.
The representations and certifications expressed shall be in addition to any other
representations and certifications expressed in this Agreement, or expressed or
Implied by law, which are hereby reserved unto the Vdlage.
b. Indemnification: The Agency shall, and does hereby agree to Indemnify and save
harmless the Village against all damages, liability, claims, losses, and expenses
(including attorneys' fees) that may arise, or be alleged to have arisen, out of or In
connection with the Agency's performance of, or fakre to perform, the Agency
Services or any part thereof, or any failure to meet the representations and
certifications set forth in Section 7.8 of this Agreement.
c. Insurance: The Agency acknowledges and agrees that the Agency shall provide
certificates of insurance evidencing the minimum insurance coverages and limits set
forth In Exhibit A attached to this Agreement within 10 days following the Village's
acceptance ice of t is Agreement. Such pommies shall be in form, and from companies,
acceptable to the Wage. The insurance coverages and limits set forth Exhibit A
shall be deemed to be minimum coverages and limits and shall not be construed in
any way as a limitation on the Agency'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 maintained at all times while providing,
performing, or completing the Agency Services.
d. No Personal LiabHty. No elected or appointed official ial or employee of the Vd lags
shall be personally liable, in law or in contract, to the Agency as the result of the
execution of this Agreement.
8. Ownership of Materials: AM materials produced by the Agency or commissioned by the
Village under this Agreement,, shall be the property of the Village and the Village shall have
exclusive ownership of those materials. It is understood that work commissioned by the
Agency from third party vendors including,but not limited to, photographers and Illustrators,
may subject to different ownership and usage rights vhich shall be determined on a case-
by-case basis. Notwithstanding the foregoing, work commissioned by the Agency from
third party vendors for the Village shall provide the Village, at a minimum, a perpetual,
irrevocable non-exclusive right and license to use such work for Village purposes.
9. Consultant Agreement General Provisions:
a. Relationship of the Parties: The Agency shall act as an independent contractor in
providing and performing the Agency Services. Nothing in, nor done pursuant to,
this Agreement shall be construed: (1) to create the relationship of principal and
agent, employer and employee, partners, or joint venturers between the Village and
the Agency; or (2) to create any relationship ip between the Village and any
subcontractor of the Agency.
b. Confllet of Interest: The Agency represents and certifies that, to the best of its
knowledge: (1) no elected or appointed Village official, employee or_agent has a
personal financial 'Merest in the business of the Agency or in this Agreement, or
has personally received payment or other consideration for this Agreement; (2) as
of the date of this Agreement, neither the Agency nor any person employed or
associated with the Agency has any interest that would conflict in any manner or
degree with the performance of the obligations under this Agreement; and (3)
neither the Agency nor any person employed by or associated with the Agency 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.
e. No Collusion: The Agency represents and certifies that the Agency is not barred
from contracting with a unit of state or local government as a result of: (1) a
delinquency kn the payment of any tax administered by the Illinois Department of
Revenue, unless the Agency is contesting, kn accordance with the procedures
established by the appropriate revenue act, its liability for the tax or the amount of
the tax, as set forth kn Section 11-42.1-1 et seq. of the Municipal Code, 65
1LCS 5111-42.1-1 at seq.; or(2)a violation of either Section 33E-3 or Section 33E-4
of Article 33E of the Criminal Code of 1981, 720 ILCS 5133E-1 at se4. The Agency
represents that the only persons, firms, or corporations Interested in this Agreement
as principals are those disclosed 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. If at any time It shall be found that the Agency has, in
procuring this Agreement, colluded with any other person, firm, or corporation, then
the Agency shall be liable to the Village for all lass or damage that the Village may
suffer, and this Agreement shall, at the Village's option,be nub and void.
d. Termination: Notwithstanding any other provision hereof, the Village may terminate
this Agreement at any time upon 15 days written notice to the Agency. In the event
that this Agreement Is so terminated, the Agency shall be psi for Agency Services
actually performed and reimbursable expenses actually Incurred, If any, prior to
termination, not exceeding the value of the Agency Services completed, which shall
be determined on pro-rata basis.
e. Compliance with Laws and Grants:
i. Compliance with Laws: The Agency shall give all notices, pay all fees, and
take all other action that may be necessary to ensure that the Agency
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 Aflency Services, and with all applicable statutes,
ordinances, rules, and regulations, including, without llmitation: 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 classes; any statutes prohibiting discrimination because
of, or requiring affirmative action based on, race, creed, color, national
origin, age, sex, or other prohibited classification, Including, without
kmtation,the Americans with Disabilities Act of 1990,42 U.S.C. Si 12101 et
seq., and the Illinois Hunan Rights Act, 775 ILCS 5/1-101 at seq. The
Agency shall also comply with as conditions of any federal, state, or local
grant received by the Village or the Agency with respect to this Agreement
or the Agency Services. Further, the Agency shall have a written sexual
harassment policy In compliance with Section 2-105 of the, IINnois Human
Rights Act.
N. Liability for Noncompliance: The Agency shall be solely lie 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 Agency's, or any of its subcontractors,
performance of, or failure to perform, the Agency Services or any part
thereof.
Ili. Required Provisions: Every provision of law required by law to be inserted
into this Agreement shall be deemed to be dented herein.
f. Default: if it should appear at any time that the Agency has failed or refused to
prosecute, or has delayed in the prosecution of,the Agency Services with diligence
at a rate that assures completion of the Agency Services ki full compliance with the
requirements of this Agreement, or has otherwise failed, refused, or delayed to
perform or satisfy the Agency Services or any otter requirement of this Agreement
('Event of Default"), and fats to cure any such Event of Default within ten business
days after the Agency's receipt of written notice of such Event of Default from the
Usage,then the Village shall have the right,without price to any other remedies
provided by law or equity,to pursue any one or more of the following
i. Cure by Agency: The Village may require the Agency, within a reasonable
time, to complete or correct all or any part of the Agency Services that are
the subject of the Event of Default; and to take any or all other action
necessary to bring the Agency and the Agency Services Into compliance
with this Agreement.
N. Termination of Agreement by Village: The Wage 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.
iii. Withholding of Payment by Village: The Village may withhold from any
payment, whether or not previously approved, or may recover from the
Agency, any and all costs, including attorneys' fees and admktistrative
expenses, i red by the Village as the result of any Event of Default by the
Agency or as a result of actions taken by the Village In response to any
Event of Default by the Agency.
g. No Additional Obligation: The Parties acknowledge a aril agree that the Vifiage is
under no obligation under this Agreement or otherwise to negotiate or enter into any
other or additional contracts or agreements with the Agency or with any vendor
solicited or recommended by the Agency
h. Village Authority: Notwithstanding any provision of this Agreement, any
negotiations or agreements with, or representations by the Agency to, vendors shall
be subject to the approval of the Village. For purposes of this Section 9.H,
"vendors"shall mean ewes engaged in subcontracts for the provision of additional
services directly to the Vim. The Village shall not be liable to any vendor or third
party for any agreements made by the Agency without the knowkidge and approval
of the Vtitage.
i. Mutual Cooperation: The Village agrees to cooperate with the Agency in the
performance of the Agency Services, Including meeting with the Agency and
providing the Agency with such non-cortidential information that the Village may
have that may be relevant and helpful to the Agency's performance of the Agency
Services. The Agency agrees to cooperate with the Village in the performance and
completion of the Agency Services and with any other consultants engaged by the
j. News Releases:: The Agency shall not issue any news releases, advertisements, or
other public statements regarding the Agency Services without the prior consent of the Wisp written
10. General Provisions:
a. Amendment. No amendment or modification to this Agreement shall be effective
until it is reduced to writes and approved and executed by the Village and the
Agency in accordance with all applicable statutory procedures.
b. Assignment. This Agreemerd may not be assigned by the Village ct by the Agency
without the prior written consent of the other party.
c. Binding Effect. The terms of this Agreement shall bind and inure to the benefit of
the Village, the Agency, 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,
or by (3) by certified mail, return receipt requested, and posited in the U.S. Mail,
postage prepaid• Unless otherwise expressly provided hi this Agreement, notices
shall be deemed received upon the earlier of: (a) actual receipt; (b) one business
day after deposit with an overnight courier, as evidenced by a
(c) four business days following � receipt of deposit; or
owing deposit in the U.S. , as evidenced by a return
receipt. By notice complying.g 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 communications to the other party, but no notice of a change of
addressee or address shall be effective until actually received.
Notices and communications shah be addressed to, and delivered at,the following
address:
To Vifiage: Village of Oak Brook
Attn:Village Manager
1200 Oak Brook Road
Oak Brook, Illinois 60523
Fax: 630-360-5027
To the Agency: Point B Communications
750 North Orleans Suite 550
Chicago, Illinois 60654
Fax: 312-867-7751
e. Third Party Beneficiary. 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. If any term, covenant, cone ion, or provision of this
Agreement is held by a court of competent jurisdiction to be invalid, void, or
unenforceable, the remainder of the provisions shy remain in full force and effect
and shall in no way be affected, impaired, or invalidated.
g. Tine. Time is of the essence In the performance of all terms and provisions of this
Agreement.
h. Calendar Days and Tine. Unless otherwise provided in this Agreement, any
reference in this Agreement 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 Agreement fad 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.
i. Governing Laws. This Agreement shall be governed by, construed and enforced in
accordance with the internal laws, but not the conthcts of laws rules, of the State of
Illinois venue for any action related to this Agreement will be in the Circuit Court of
DuPage County, Illinois.
j. Authority to Execute.
1. The Village. The Village hereby warrants and represents to the Agency that
the persons executing the Agreement on its behalf have been properly
authorized to do so by its corporate authorities.
2. The Agency. The Agency hereby warrants and represents to the Village that
the persons executing this Agreement on its behalf have the full and
complete 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 Agreement. This Agreement constitutes the entire agreement between the
parties to this Agreement and supersedes all prior agreements and negotiations
between the parties, whether written or oral, relating to the subject matter of this
Agreement.
I. Waiver. Neither the Wage nor the Agency shall be under any obligation to
exercise any of the rights granted to them in this Agreement except as It shah
determine to be in its best interest from time to time. The fa ure of the Wage or the
Agency to exercise at any time any such rights shall not be deemed or construed as
a waiver of that right, nor shall the failure void or affect the Village's or the Agency's
right to enforce such rights or any other rights.
m. Consents. Unless otherwise provided in this Agreement, whenever the consent,
permission, authorization, approval, acknowledgement, or similar indication of
assent of any party to this Agreement, or of any duly authorized officer, employee,
agent, or representative 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. Grammatical Usage and Construction. In construing this Agreement, pronouns
include all genders and the plural includes the singular and vice versa.
0. Interpretation. This Agreement shall be construed without regard to the identity of
the party who drafted 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 cf the
foregoing, 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 an this Agreement have been inserted
only for convenience and In no way define, *nit, extend, or describe the scope or
intent of this Agreement.
q. Rights Cumulative. Unless expressly provided to the contrary In this Agreement,
each and every one of the rights, remedies, and benefits provided by this
Agreement shall be cumulative and shall not be exclusive of any other rights,
remedies, and benefits Wired by law.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the Parties have executed this Agreement this 21-i day of
I'4 arn, , 2015.
ATTEST: VILLAGE OF OAK BROOK
By: By:
Village Clerk President
ATTEST: Point B Communications
By: Air �
By: Y•
Title: AC caAnt pr t z ck-e
EXHIBIT A
INSURANCE
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REVIEW OF CONTRACTS
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Awarding Agency: The Village Type of Contract: Marketing Services
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Department: Village Manager Program/Account Number:
Awarded Contract Price: Budgeted Amount:
d r td , ,,: 'r x^7,-p s n ,, wy l tg - x
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' CONTRACTAMOUNT " $ i k i r v a ,rdg x -9x , -rc t A, . - x , p w, ; £ 3
f] Under $20,000 f l $500,001 - $1,000,000
Kill $20,000 - $500,000 Over $1,000,000
N O ES��' ' .. 1 , t z �,*, - a z �°'"�`*-s x . PA,,zip a'` 3
gr a `3 s a; .t, r,i ✓ ' � a .50-:„ ` x k.--70,X, 4 .`
v i e r *,. V ,e+- s""' i , x, 1a, x �f L R'a, tr 74i F � ,. r r
AGREEMENT FOR ADVERTISING & MARKETING "RETAINER FEE" SERVICES BETWEEN
THE VILLAGE OF OAK BROOK AND POINT B COMMUNICATIONS
I
DEPARTMENT DIREO7O ,,,..'.a--..-..,...IGNATUR~ �... �' T � :
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Village of Oak Brook I Approved by Board of Trustees- Date/Initials: —
EXHIBIT A
INSURANCE
The Agency shall be required to carry such insurance as specified herein. The Agency 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.
The Agency 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 Illinois and Employer's Liability limits of
$1,000,000 per accident.
Any deductibles or self-insured retention must be declared to and approved by the Village. At the
option of the Village, either the insurer shall reduce or eliminate such deductible or self-insured
retention as respects the Village, its officers, officials, employees and volunteers; or the Insured
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) The Village, its officers, officials, employees and volunteers are to be covered
as additional insureds as respects: liability arising out of activities performed
by or on behalf of the Insured; premises owned, occupied or used by the
Insured. The coverage shall contain no special limitations on the scope of
protection afforded to the Village, its officers, officials, employees, volunteers, or
agents.
(2) The Insured'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 Insured'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 officers, officials, employees, volunteers or
agents.
(4) The Insured's insurance shall apply separately to each covered party 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 after thirty (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 Insureds.
Insurance is to be placed with insurers with a Best's rating of no less than A:VII.
Each Insured shall furnish 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 furnish separate
certificates and endorsements for each subcontractor. All coverages for subcontractors shall be
subject to all of the requirements stated herein.