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R-2126 - 08/08/2023 - MARKETING - Resolutions ExhibitsJune 23, 2023 Village of Oak Brook Greg Summers Purchasing Division 1200 Oak Brook Road Oak Brook, lL 60523 We are pleased to be working with you and the entire Village of Oak Brook team to fulfill the role of agency partner for Village of Oak Brook. The purpose of this letter is to provide a Letter of Agreement ("LOA"), as of June 22, 2023, between Village of Oak Brook, located at 1200 Oak Brook Road, Oak Brook, lL 60523 (hereinafter referred to as "Clienf), and Timezoneone, lnc., a Delaware Corporation, doing business as Timezoneone (a wholly owned subsidiary of Schafer, Condon, Carter (SCC) located at 176 N Racine, Suite 300, Chicago lL 60607 (hereinafter referred to as "Agency"), for services provided to Client by Agency: 1. Compensation and Services a Agency Compensation b. Statement of Work The Agency compensation arrangement provided for hereunder is based on the scope of work outlined in the SOW. Any change in the SOW or timing will be reviewed by Client and Agency to mutually determine the impact on this LOA and the SOW. Re: Letter of Aoreement Dear Greg, Client has agreed lo pay Agency for services provided to Client to be performed as outlined in the Statement of Work ('SO\^r), which is attached to this letter as Attachment A for the first phases of an on-going relationship. This compensation will be invoiced as outlined in the SOW. Additional phases and assignments can be covered by this LOA with scope addendums as time progresses. This amount is an estimate relating to charges for Agency's services. Agency shall attempt to keep actual costs within ten percent (10%) plus or minus of this estimate. lf changes, alterations or other circumstances indicate that actual costs will vary from estimate by more than ten percent (10o/o), a revised estimate will be submitted in writing for expressed written approval from the Client. 2. Client Resoonsibilitv Client shall be responsible for a. Providing Agency on a timely basis with sufficient project briefing information, including withoul limitation any claims or assertions made about Client's producvservice claims, promotions or offers or those of Client's competitors (collectively the "Claims"), required to complete assignments; b. Verifying the accuracy of all Claims used or created by Agency and confirming that all such Claims are supported by reliable data in Client's possession at the time of production; c. Reviewing, on a timely basis, all materials created by Agency to ensure their accuracy to allow for the continuous flow of a project required to meet its completion date; e. Reimbursement of Agency's net outside charges including Agency's out of pocket expenses and the services and work purchased by Agency on behalf of Client from Agency's vendors and /or partners, subject to the amounts included within the Out of Pocket (OOP) Media as outlined in Attachment A. 3. AoencvResoonsibilitv Agency shall be responsible for b. Obtaining appropriate client approvals; and c. Contracts with, and payments to, third party partners/vendors for services such as talent, post-production, printing, purchased media invenlory, etc. Subject to the applicable scope and use of the materials provided by Agency hereunder as described below, Client's compliance with its payment and clearance obligations hereunder, Client having obtained all necessary rights in any materials provided by Client, and provided that Client has not altered the materials provided by Agency; Client shall own the materials produced by Agency hereunder that have been published or otherwise disseminated. Client grants Agency the right to refer to, post or display the materials provided by Agency hereunder, which have been approved and released by Client for publication or dissemination and that have been actually published or otherwise disseminated, along with Client's name, trademark or logo an or at Agency's offices, in or on Agency's websites, promotional materials and publications, and in or on other websites, promotional materials and publications 2 d. Obtaining and reviewing comprehensive searches, clearing, and registering (if desired by Client), all trademarks, service marks, trade names, logos and slogans (collectively the "Marks"); and a. Providing services as outlined in SOW in Attachment A in a timely manner to meet project completion date; 4. Client's Ownership of Materials 5. Supplier Failure Agency shall not be responsible for failure on the part of any suppliers designated or engaged by Client but shall be responsible when engaged by Agency 6. Out-of-Pocket Costs For all out-of-pocket costs incurred by Agency (typically fees that a third party charges Agency) in order to meet the needs of Client and comply with the terms of the SOW, Agency will develop a written estimate and gain approval from Clienl in the form of an authorized signature prior to incurring any costs. Client's signature on an estimale will authorize Agency to act as agent for Client in connection with the applicable project. Some expected out-of-pocket costs include, but are not limited to, all production, media inventory purchase, travel, shipping, messengers, print, color printouts. 7. Pavments Agency's invoices to Client will be paid no later than 60 days from Client's receipt of invoice. Agency will forward its invoices to the Village Manager's office. 8. Termination Either party may, at its sole option, terminate this LOA or SOW with or without cause upon ninety (60) days advance written notice to the other party. Agency shall be paid for all work performed on a monthly prorated basis through the date of termination and shall be reimbursed for all documented third-party out-of-pocket costs incurred associated therewith. Both parties may, in the course of working together, provide to the other confidential information. The recipient of such confidential information shall ensure thal all confidential information, whether it is written or oral, will be kept confidential, and recipient will not copy or disclose to any third party, any confidential information, or the contents of such material, in whole or in part, without the prior written consent of discloser. Upon written request ftom discloser, recipient will return to discloser all confidential information and any copies of any part of said confldential anformation, ancluding any summaries, compilations, or excerpts from said confidential information. For purposes of this Agreement, confidential information shall not include information which (a) is or becomes publicly available other than as a result of disclosure by recipient in violation of this Agreement, (b) is or becomes available to recipient on a nonconfidential basis from a source other than discloser and which was not intended to be confidential, or (c) is required to be disclosed by law, provided that recipient will notify discloser in advance of any such disclosure. 10. lndemnification bv Aqency Agency agrees to defend, indemniry and hold harmless Client and its J intended to catalogue, describe, promote or display Agency's work product, or its marketing, advertising or print campaigns. 9. Confidentialitv respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which arise from material prepared by Agency including, but not limited to any claim of libel, slander, plagiarism, invasion of privacy, breach of contract, copyright or trademark infringement, injury, or fraud, except where such claim or action arises from materials supplied by Client to Agency or where Client is responsible for obtaining and reviewing comprehensive searches, clearing and registering (if desired by Client), any Marks that are the subject of such claim or action, or as set forth in Paragraph 2 above. '1 1 . lndemnification bv Client Client agrees to defend, indemnify and hold harmless Agency and its respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which arise from any loss, damage or expense sustained as a result of: (i) the use of Claims or Marks as set forth in Paragraph 2 above; (ii) Client's breach of this LOA; (iii) any materials provided by Client to Agency; or (iv) any claims arising out of materials for which Client is responsible for obtaining legal and other clearance, or out of any materials that are altered or olherwise changed by Client or any third party acting on behalf of Client; (v) Client's use, or any third party's use authorized by Client, of the materials produced hereunder outside the scope and use agreed upon by Agency and Client. Except as set forth herein with respect to indemnification, in no event shall either party be liable for any indirect, special, incidental, consequential, exemplary, or punitive damages arising directly or indirectly from this Agreement. Except as set forth herein with respect to indemnification, in no event shall the total liability for any damages, losses, and causes of action whether in contract or tort, including, but not limited to, negligence or otherwise ("Loss") exceed the value of fees paid under this Agreement for the period of one year previous to the Loss. 13. Force Maieure Neither Client nor Agency shall be liable to the other for any failure, inability or delay in performing hereunder if caused by any cause beyond the reasonable control of the party so failing, including without limitation, an Act of God, epidemic, war, strike or fire; but due diligence shall be used in curing such cause and in resuming performance. 12. Limitation of Liabilitv SupDlier Failure Agency shall not be responsible for failure on the part of any suppliers designated or engaged by Client. 1 14. Aoreement Comolete This LOA and the SOW are complete and may be amended, waived or modified only by a document in writing signed by both parties hereto. The validity, interpretation, enforceability and performance of this letter shall be governed by and construed in accordance with the laws of the State of lllinois without reference to its conflict of law rules. The parties agree to the exclusive jurisdiction and venue of the federal and state courts located in lllinois. 15. Governino Law: Venue. This Agreemenl shall be governed by, construed and enforced in accordance with the internal laws, but not the conflicts of laws rules, of the State of lllinois. Venue for any action arising out of this Agreement shall be in the Circuit Court for DuPage County, lllinois. Agreed by Village of Oak Brook Agreed by Timezoneone, lnc. doing business as TimeZoneOne By:By: Greg Summers Village Manager Village of Oak Brook Christine Gibbs General Manager of TimezoneOne Date Date 5 2 Attachment A TO MASTER SERVICES AGREEMENT (STATEMENT OF WORK / OESCRIPTION OF SERVICES) This Schedule is made pursuant to that certain Master Services Agreement (the "Aqreement"), dated June 22, 2022, by and between Village of Oak Brook ("Provider") and Timezoneone, lnc. ("fZQ"). All capitalized terms, where not otherwise defined in this Schedule, will have the meanings set forth in the Agreement. A. Description of Services and Specifications: Agency partner for the Village of Oak Brook. Services will include discovery; strategy; creative development, performance media and execution; content; travel trade; project management of the outlined services. B. Deliverables: Paid Media Campaign for 7 hotel Client partners to be phased by media channel via a recommended media budget determined post stake-holder engagement. Agency will facilitate and manage a discovery to achieve a mutually agreeable media plan for the period of March- June and then make a final budgeUchannel recommendation to commence August 9, 2023. Once contract is signed, agency will develop the creative relative to the campaign for approvals and provide all supporting assets and cover existing microsite hosting and updating to match the approved campaign. C. AcceptanceProcedure: Client and Agency agree that full creative sign off will be sought by agency with no more than 3x creative revisions and anything over and above will be charged accordingly at a flat rate of USD160 per hour. D. Fees: Project Schedule [and Milestones]: $30,000 Creative Development Fee, $370,000 Media Budget and a $100,000 TZO Agency Fee, based on a calendar year with the TZO Agency Fee to be prorated monthly at $8,333.33 during the initial four (4) month term of this agreement and the Media Budget to be prorated monthly at $30,833.33 during the initial four (4) month term of this agreement. Pavment Terms Fees will be invoiced on a monthly basis at Net 60 days for services rendered. All media will be billed up front and will need to be paid upon receipt. All project work will be mutually agreeable between the parties as follows: 6 Agency Fee Budget (annual) TZO AqencY Fee'Aoencv of Record (AOR)$100,000 Creative Developmenl Fee Aqency of Record (AOR)$30,000 Recommended (refer Exhibat A) $370,000 Grand Total $s00,000 "TZO Agency Fee to be prorated monthly at $8,333.33 duing the initial four (4) month tem of this agreement and the Media Budget to be prorated monthly at $30,833.33 duing the initial four (4) month term of this agreement This Schedule will terminate upon the earlier of the completion of the Services specified above, or the termination of the Agreement or this Schedule as set forth in the Agreement. E. Services Fees and Payment Terms: Fees: $30,000 Creative Development Fee, $370,000 Media Budget and a $100,000 TZO Agency Fee, based on a calendar year with the TZO Agency Fee to be prorated monthly at $8,333.33 during the initial four (4) month term of this agreement and the Media Budget to be prorated monthly at $30,833.33 during the initial four (4) month term of this agreement. Timezoneone's Houly Rates are as follows USD160 - Flat Fee (excluding development) USD175 - Development TimeZoneOne will invoice the client $30,000 upon creative development of the campaign. Agency will invoice the Client for the TZO Agency Fee work pertomed at $4333.33 per month for the length of this four (4) month agreement with the Media Budget invoiced outlined below. A project wo* will be mutually agreeable between the paiies. Village of Oak Brook will reimburse Provider for the reasonable and necessary out-of-pocket travel expenses incurred by Provider in connection with the Services performed under such Schedule including, but not limited to, air and surface transportation, lodging, car rental, and meals (the "Travel Expenses") required during the course of the project. 7 Out of Pocket (OOP) Media- Pavment Terms: Fees will be invoiced on a monthly basis at Net 60 days for services rendered. TimeZoneOne, lnc.Village of Oak Brook Signature Signature: Name: Christine Gibbs Title: General Manager Name: Title:t/t Pt1^.*1An 8 F. Additional Terms: Media procurement will require payment pior to any campaigns can go-live. Media fees for 2023 will prorate to $3q833.33 per month from September to December 2023. 50% of September to December media budget due upfront (September 1st) = $61,666.66. Remaining 50% to be split equally across four (4) months = $15,416.66 per month, due 60 days. This Schedule shall be attached to and incorporated into the Agreement and is subject to all the terms and conditions of the Agreement.