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Advertising and Marketing Agreement 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 14th day of January 2020 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: 1. The foregoing preambles are restated and incorporated herein by reference as though fully set forth herein. 2. Term of Agreement: This Agreement shall be in effect for twelve months beginning January 1, 2020.This Agreement is subject to termination as outlined in this Agreement. 3. Fees. a Monthly Retainer: The following monthly retainer fees shall apply for the Village under this Agreement for the Agency Services (as defined in Section 4 of this Agreement): $4,500 for Agency Services (as planned) per month beginning January 1, 2020 through December 31, 2020. The Agency shall submit monthly invoices to the Village in an approved format for the Monthly Retainer for the prior 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 disputed. The Agency shall not bill the Village for,and the Village shall not pay or reimburse the Agency for, any costs and expenses incurred by the Agency in providing Agency Services without the prior written authorization of the Village Manager. b. Expenses: Notwithstanding anything in Section 2.a of this Agreement to the contrary, the Village shall reimburse the Agency for its out-of-pocket expenses ("Expenses") such as printing, postage, lettershop, illustrations, photography, shipping, color and digital outputs, messenger service, supplies and materials, presentation boards and travel provided that: (i)the Agency obtains prior approval from the Village of a plan of the type of expenses it will incur during the Term of the Agreement; and (ii) the total Expenses reimbursed by the Village do not exceed $419,216.00 (as planned). The Village 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 are disputed. a Taxes, Benefits, and Royalties: All amounts billed by the Agency, including the retainer amount, includes all applicable federal,state,and local taxes of every kind and nature applicable to the Agency Services as well as all taxes, contributions, and premiums for unemployment insurance, old age or retirement benefits, pensions, annuities,or similar benefits and all costs,royalties and fees arising from the use on, or the incorporation into, the Agency Services, of patented or copyrighted equipment,materials, supplies,tools,appliances,devices,processes, or inventions. Any claim or right to claim additional 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 Agreement, and for one year after termination of the Agreement. e Additional Services: The Agency acknowledges and agrees that the Village shall not be liable for any costs incurred by the Agency in connection with any services provided by the Agency that are outside the scope of this Agreement ("Additional Services"), regardless of whether such Additional Services are requested or directed by the Village, except upon the prior written consent of the Village. 4. Agency Services: The following are the services to be provided by the Agency pursuant to the terms of this Agreement(collectively, "Agency Services"): 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 Village'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. The Account Team personnel shall be primarily responsible for carrying out the Agency Services on behalf of the Agency. The Account Team personnel shall not be changed without the Village's prior written approval. The Agency shall 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 bill 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 familiarize itself with the Village's products and/or services,their respective markets,competitors, business environment, overall marketing evaluation and Village needs assessment. a 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: L 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. i 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. L Call Screening: The Agency shall accept media calls on behalf of the Village and report any qualified media opportunities on a regularbasis. 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. f. 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. g Media Placement: The Agency shall execute media placement for the Village at the lowest 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 Village in writing. All subcontractors and subcontracts used by the Agency shall be acceptable to, and approved in advance by,the Village. The Village's approval of any subcontractor or subcontract shall not relieve the Agency of full responsibility and liability 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 subcontractors of the Agency, and every subcontract shall include a provision binding the subcontractor to all provisions of this Agreement. la 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 result of any such removal or replacement. 6. Confidentiality: a Confidential Information: The term "Confidential Information" shall mean information in the possession or under the control of the Village relating to the technical, business, or corporate affairs of the Village; Village property; user information, including,without limitation,any information pertaining to usage of the Village's computer system, including and without limitation, any information obtained from server logs or other records of electronic or machine readable form; the Village's customers, methods of operation, and marketing plan; and the existence of, and terms and conditions of, this Agreement. Village Confidential Information shall not include information that can be demonstrated: (1) to have been rightfully in the possession of the Agency from a source other than the Village 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 publication or by any other means except an unauthorized act or omission or breach of this Agreement on the part of the Agency or the Village; or (4) to have been supplied to the Agency after the Time of Disclosure without restriction by a third party who is under no obligation to the Village to maintain such information in confidence. la No Disclosure of Confidential Information by the Agency: The Agency acknowledges that it shall, in performing the Agency Services for the Village 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 disclose or use such Confidential Information without the express prior written consent of the Village.The Agency shall use reasonable measures at least as strict as those the Agency uses to protect its own confidential information. Such measures shall include,without limitation, requiring employees and subcontractors of the Agency to execute a non-disclosure agreement before obtaining access to Confidential 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 in accordance with the standards of professional practice, care, and diligence practiced by recognized consulting firms in performing services of a similar nature in existence at the time of performance. The 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 Village. Ix 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 failure to perform, the Agency Services or any part thereof, or any failure to meet the representations and certifications set forth in Section 7.a 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 of this Agreement. Such policies shall be in form, and from companies, acceptable to the Village.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 cavy 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 Liability. No elected or appointed official or employee of the Village 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: All 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 which 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 between the Village and any subcontractor of the Agency. b. Conflict 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 interest 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. G 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 in the payment of any tax administered by the Illinois Department of Revenue, unless the Agency is contesting, in accordance with the procedures established by the appropriate revenue act, its liability for the tax or the amount of the tax, as set forth in Section 11-42.1-1 et seq. of the Illinois Municipal Code, 65 ILCS 5/1142.1-1 et seq.; or(2)a violation of either Section 33E-3 or Section 33E- 4 of Article 33E of the Criminal Code of 1961, 720 ILCS 5/33E-1 et seq. 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 loss or damage that the Village may suffer, and this Agreement shall, at the Village's option, be null and void. d Termination: Notwithstanding any other provision hereof, either party may terminate this Agreement for any reason three (3) months after the effective start date and upon 60 days written notice from one party to the other party. In the event that this Agreement is so terminated,the Agency shall be paid 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 Agency Services, and with all applicable statutes, ordinances, rules, and regulations, including, without limitation: any applicable prevailing wage laws; the Fair Labor Standards Act; any statutes regarding qualification to do business; any statutes requiring preference to laborers of specified 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 limitation,the Americans with Disabilities Act of 1990, 42 U.S.C. §§ 12101 et seq., and the Illinois Human Rights Act, 775 ILCS 5/1- 101 et seq.The Agency shall also comply with all 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 Illinois Human Rights Act. i Liability for Noncompliance: The Agency shall be solely liable for any fines or civil penalties that are imposed by any governmental or quasi- governmental agency or body that may arise, or be alleged to have arisen, out of or in connection with the Agency's, or any of its subcontractors, performance of,or failure to perform,the Agency Services or any part thereof. IL Required Provisions: Every provision of law required by law to be inserted into this Agreement shall be deemed to be inserted 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 in full compliance with the requirements of this Agreement, or has otherwise failed, refused, or delayed to perform or satisfy the Agency Services or any other requirement of this Agreement("Event of Default"), and fails 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 Village, then the Village shall have the right, without prejudice to any other remedies provided by law or equity, to pursue any one or more of the following remedies: L 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. i Termination of Agreement by Village: The Village may terminate this Agreement without liability for further payment of amounts due or to become due under this Agreement after the effective date oftermination. i 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 administrative expenses, incurred 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 and agree that the Village 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 K 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 9.1-1, "vendors" shall mean entities engaged in subcontracts for the provision of additional services directly to the Village. The Village shall not be liable to any vendor or third party for any agreements made by the Agency without the knowledge and approval of the Village. L 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-confidential 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 Village. j News Releases: The Agency shall not issue any news releases, advertisements, or other public statements regarding the Agency Services without the priorwritten consent of the Village Manager. 10. General Provisions: a Amendment. No amendment or modification to this Agreement shall be effective until it is reduced to writing and approved and executed by the Village and the Agency in accordance with all applicable statutory procedures. b. Assignment.This Agreement may not be assigned by the Village or by the Agency without the prior written consent of the other party. a 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 deposited in the U.S. Mail, postage prepaid. Unless otherwise expressly provided in 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 receipt of deposit; or(c)four business days following deposit in the U.S. mail, as evidenced by a return receipt. By notice complying with the requirements of this Section 8.1), 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 shall be addressed to, and delivered at,the following address: To Village: 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 600 W.Fulton, Suite 710 Chicago, Illinois 60661 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, condition, or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable,the remainder of the provisions shall remain in full force and effect and shall in no way be affected, impaired, or invalidated. g Time.Time is of the essence in the performance of all terms and provisions of this Agreement. h. Calendar Days and Time. 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 falls on a Saturday, Sunday, or federal holiday, then the notice or obligation may be given or performed on the next business day after that Saturday, Sunday, or federal holiday. i Governing Laws. This Agreement shall be governed by,construed and enforced in accordance with the internal laws, but not the conflicts of laws rules, of the State of 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 this 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. L Waiver. Neither the Village nor the Agency shall be under any obligation to exercise any of the rights granted to them in this Agreement except as it shall determine to be in its best interest from time to time. The failure of the Village or the 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. OL 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 of the foregoing, any rule or construction that a document is to be construed against the drafting party shall not be applicable to this Agreement. pL Headings. The headings,titles,and captions in this Agreement have been inserted only for convenience and in no way define, limit, 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 allowed by law. [SIGNATURE PAGE FOLLOWS] IN WITNESSWHEREOF;.the Parties have executidthbAgiftmenithfs 14thdayof . 2020, ' ATTEST: VILLAGE I QAK K Iffflogm lima IW'* ATTEST: POINT B TOM By --/* 'Tide•' �(�S�r'1 lts: ��1��+rat''�a��.