R-1158 - 02/28/2012 - MARKETING - ResolutionsRESOLUTION 2012 - MRKTG- AG -EXI -R -1158
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 issued a request for proposal in 2008 to purchase marketing, advertising,
and promotion services to market the hotels, restaurants, entertainment venues, and retail sales facilities
in the Village ( "RFP'); and
WHEREAS, the Village received responsive and responsible proposals in response to its RFP
and entered into a five -year contract with Point B Communications ( "Point B") for the Village to purchase,
and Point B to provide, advertising, marketing, and promotion services to the Village ( "Agreement'); and
WHEREAS, pursuant to the Agreement, the Village must ratify a marketing agreement with Point
B each year during the five -year term of the Agreement to approve each year's expenditures; and
WHEREAS, pursuant to the Agreement, the village will ratify a retainer fee agreement with Point
B if there are any changes in the fee schedule.
WHEREAS, the Village and Point B desire to execute a marketing and retainer fee agreement for
2012 ( "Marketing Agreement'), attached hereto as Exhibit A; and
WHEREAS, the President and Board of Trustees have determined that it is in the best interests of
the Village to enter into the Marketing Agreement in a final form approved by the Village Manager and the
Village Attorney;
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: Approval of the Agreement. The President and Board of Trustees hereby
approve the Agreement by and between the Village and Point B in a form acceptable to the Village
Manager and the Village Attorney.
Section 3: Authorization and Execution of the Agreement. The Village President and Village
Clerk shall be, and hereby are, authorized to execute the final Agreement on behalf of the Village after
review and approval of the final form of the Agreement by the Village Manager and the Village Attorney.
Section 4: Effective Date. This Resolution shall be in full force and effect upon passage and
approval in the manner provided by law.
[SIGNATURE PAGE FOLLOWS]
APPROVED THIS 281h day of February, 2012
Gopal G. Lalmalani
Village President
PASSED THIS 28th day of February, 2012
Ayes: Trustees Aktipis, Manzo, Moy, Wolin, Yusuf and Zannis
ATTEST:
Charlotte K. Pruss
Village Clerk
EXHIBIT A
#11007931_vl
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 16th day of February 2012 by and
between the Village of Oak Brook ( "Village ") and Point B Communications ( "Agency ").
WHEREAS, the Village contains a large number of hotels, restaurants, entertainment
venues and retail sales facilities (collectively the "Attractions "); and
WHEREAS, the Village desires to advertise, market and promote the Attractions to the
general public; and
WHEREAS, the Village desires to engage the Agency and the Agency desires to be
engaged by the Village to advertise, market and promote the Attractions pursuant to the terms
of this Agreement; and
NOW THEREFORE in consideration of the mutual covenants and conditions contained
herein and other good and valuable consideration, the receipt of sufficiency of which are hereby
acknowledged, the Parties agree as follows:
The foregoing preambles are restated and incorporated herein by reference as though
fully set forth herein.
2. Monthly Retainer: The following monthly retainer fees shall apply for the Village under
this Agreement: $2,100.00 per month beginning January 1, 2012 through December 31,
2012.
3. Agency Services: The following are the services to be provided by the Agency pursuant
to the terms of this Agreement.
a. Account Management Services: The Agency shall provide a designated team of
marketing professionals ( "Account Team ") to ensure sound strategic direction and
general account management including on -going research (not including the
utilization of outside research firm), planning, strategy, consultation, monitoring of
business conditions and competitive set as well as the development of an integrated
marketing communication plan and overall budget monitoring forecast. Account
management services include continual evaluation of marketing initiatives,
preparation of a semi - annual findings report plus modifying plans based on the
findings report, as well as needs and market condition changes. The Account Team
shall also serve as the Villages's primary day - today liaison to the Agency for all
communication and reporting from meetings, conference calls 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.
b. Analyses and Assessment: The Agency shall thoroughly familiarize itself with the
Village's products and /or 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 Village's needs, determine strategic direction and to
summarize and convey findings and recommendations to the Village. The Agency
shall also determine market penetration, segment reach and distribution vehicles.
This does not include the utilization of outside research firms, if required, or
requested by the Village. Advance written approval shall be obtained from the Village
before using any outside research support resources
d. Media Management:
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.
2. Planning: The Agency shall develop a comprehensive annual media plan for the
Village and update the plan on an ongoing basis. All media plans shall be
designed to conform to the budget of the Village as outlined .. All media
selected for purchase shall be negotiated at the lowest possible rate for each
participating project.
3. Call Screening: The Agency shall accept all 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 billing and reconciliation.The Agency shall serve as a liaison between media
and production vendors for accurate billing. This includes fielding vendor inquiries
and any Village billing questions.
Executive Staff Consultation: The Agency's Principal and Executive Creative Director
shall provide time as necessary for planning and strategic creative development in
collaboration with the Account Team and the Village.
4. Agency of Record: The Agency shall be named the advertising agency of record for the
Village. As the agency of record, the -Agency shall have the right and responsibility to
execute advertising and marketing funds established, as approved by the Village. The
Agency's responsibilities include, but are not limited to, advertising, direct marketing, creative
materials production, in -house marketing, promotional signage and merchandising.
5. Confidentiality: The Agency shall not at any time, Including the period following the
termination of this Agreement, reveal, use or make available to any other individual or
organization confidential information regarding the Village's customers, methods of
operation, marketing plan, etc. without the written consent of the Village.
6. Project Costs: Final costs shall be shown when the invoice is rendered. All charges for
project services shall be invoiced progressively to the Village on a monthly basis as services
are rendered for each job.
7. Requested Revisions: The Village shall be responsible for making additional payments, if
any, for changes from original job assignments as directed by the Village. However, no
additional payments shall be made for any revisions required due to an Agency error or
omission.
8. Media Placement: The Agency shall execute media placement for the Village at the
lowest available net rates.
9. Project Cancellation: The Village reserves the right at any time and in its absolute discretion
to terminate the services of the Agency upon thirty (30) days prior written notice to the
Agency.
10. External Costs: Out -of- pocket expenses such as printing, postage, lettershop, illustrations,
photography, shipping, color and digital outputs, messenger service, supplies and materials,
presentation boards and travel shall be billed as they are incurred.• Travel expenses are
defined as mileage, ground transportation, parking, food and beverage. The Village shall be
notified of any outside services that require partial or full payment such as photography,
postage, research projects or others as required by vendor prior to the initiation of the
project.
11 . Ownership of Materials: All materials produced by the Agency or commissioned by the
Village under this Agreement, shall upon full payment of all outstanding charges, be the
property of the Village. At such time, the Village shall have exclusive ownership of those
materials. It is understood that work commissioned by the Agency from third parry vendors
including, but not limited to, photographers and Illustrators, is subject to.different ownership
and usage rights which shall be determined on a case -by -case basis.
12. Term of Agreement: This Agreement shall be in effect for twelve months beginning
January 1, 2012. This Agreement is subject to cancellation notice as outlined in
paragraph nine (9) above.
13. Statutory Provisions: The Agency shall comply with the provisions of the Employment of
Illinois Workers on Public Works Act, 30 ILCS 570/0.01 , et seq.; the Drug Free Workplace
Act, 30 ILCS 580/1, et seq.; the Human Rights Act, 775 ILSC 5/1 -101, et seq.; and the
Prevailing Wage Act, 820 ILCS 130/0.01, at seq.; the Veterans Preference Act, 330 ILCS
55.0.01 et seq.; but nothing herein shall require the application of those Acts unless required
by state law.
14. Litigation/Venue. All disputes between the Village and the Agency shall, at the election
of either party, be the subject of a civil suit. Venue for any such suit shall lie in the Circuit
Court of DuPage County, Illinois.
15. Notices: Any and all notices, demands, requests and other communication necessary or
desirable to be served under this Agreement shall be in writing and shall be either personally
delivered or delivered to the Party or the Party's attorney by (t) facsimile transmission, (it)
prepaid same -day or overnight delivery service (such as Federal Express or UPS), with proof
of delivery requested, or (ill) United States registered or certified mail, return receipt
requested , postage prepaid, in each case addressed as follows:
To Village: Village of Oak Brook
Attn: Village Manager
1200 Oak Brook Road
Oak Brook, Illinois 60523
Fax: 630-360-5027
To Agency: Point B Communications
750 North Orleans Suite 550
Chicago, Illinois 60654
Fax: 312-867-7751
In
Or such other address or addresses or to such other party when any party entitled to receive
notice hereunder may designate for itself from time to time in a written notice served upon
the other parties hereto in accordance herewith. Any notice sent as hereinabove provided
shall be deemed to have been received (i) on the date it is personally delivered, if delivered
in person, (11) on the date It is electronically transmitted if delivered by facsimile transmission,
(iii) on the first business day after the date it is deposited with the overnight courier service, if
delivered by overnight courier service, or
(iv) on the third (3rd) business day following the postmark date which it bears, if delivered by
United States registered or ceriffied mail, return receipt requested, postage prepaid.
Miscellaneous: The provisions which follow shall apply generally to the obligations of
the Parties under this Agreement:
a. This Agreement may not be amended except pursuant to a written instrument signed by
both parties.
b. This Agreement is binding upon the successors and assigns of the Parties.
c. The waiver by either Party of any breach or violation of any provision of this Agreement
shall not be deemed to be a waiver or a continuing waiver of any subsequent breach or
violation of the same or any other provision of this Agreement.
d. Each of the Parties to this Agreement represents and warrants that it has the full right,
power, legal capacity and authority to enter into and perform its respective obligations
hereunder and that such obligations shall be binding upon such party without the
requirement of the approval or consent of any other person or entity in connection herewith.
e. This Agreement contains the entire understanding between the Parties with respect to the
subject matter herein. There are no representations, agreements, or understandings
(whether oral or written) between or among the parties relating to the subject matter of this
Agreement, which are not fully expressed herein.
f. This Agreement creates no rights, title or interest in any person or entity whatsoever
(whether under a third party beneficiary theory or otherwise) other than the Parties.
g. This Agreement may be executed in counterparts. Facsimile signatures shall be sufficient.
h. Under no circumstances shall this Agreement be construed as one of agency, partnership,
joint venture or employment between the Parties. The Parties shall each be solely
responsible for the conduct of their respective officers, employees and agents in connection
with the performance of their obligations under this Agreement.
Village of Oak Brook
By: v"-G A
David Niemeyer, Village Manager
Point B Communications
By:
Robert Grusi esiden