HomeMy WebLinkAboutRESOLUTION - 55-20 - 7/7/2020 - Master Agreement between Elk Grove and 4FrontRESOLUTION NO.55-20
A RESOLUTION AUTHORIZING THE MAYOR AND VILLAGE CLERK TO
EXECUTE A MASTER AGREEMENT FOR PROFESSIONAL SERVICES BETWEEN
THE VILLAGE OF ELK GROVE VILLAGE AND 4FRONT
NOW, THEREFORE, BE IT RESOLVED by the Mayor and Board of Trustees of the
Village of Elk Grove Village, Counties of Cook and DuPage, State of Illinois, as follows:
Section 1: That the Mayor be and is hereby authorized to sign the attached documents
marked:
MASTER AGREEMENT FOR PROFESSIONAL SERVICES
a copy of which is attached hereto and made a part hereof as if fully set forth and the Village
Clerk is authorized to attest said documents upon the signature of the Mayor.
Section 2: That this Resolution shall be in full force and effect from and after its passage
and approval according to law.
VOTE: AYES: 5 NAYS: 0 ABSENT: 1
PASSED this 711 day of July 2020.
APPROVED this 7' day of July 2020.
APPROVED:
Mayor Craig B. Johnson
Village of Elk Grove Village
ATTEST:
Loretta M. Murphy, Village Clerk
MASTER AGREEMENT FOR PROFESSIONAL SERVICES
THIS MASTER AGREEMENT ("the Agreement") sets forth the terms and conditions of services
to be provided by PCG-SDM Holdings, LLC, a Delaware limited liability company doing business
as 4FRONT ("4FRONT"), to ELK GROVE VILLAGE ("Client"), (the Client and 4FRONT are
collectively "Parties"). This Agreement is made effective as of June 22nd 2020 and is by and
between 4FRONT and the Client.
In consideration of the payments to be made and services to be performed hereunder, the parties
hereto agree as follows:
1. OVERVIEW OF AGREEMENT
1.1. Services. This Agreement provides the terms and conditions on which
4FRONT will provide the services, functions and responsibilities described in this Agreement and
the project agreements or statements of work to be performed by 4FRONT for Client (the
"Services").
1.2. Relationship of Parties. Nothing contained in this Agreement shall be
construed to place the parties in the relationship of partners, joint ventures or agents, and the parties
shall have no power to obligate or bind each other in any manner whatsoever. 4FRONT's status
under this Agreement shall be that of an independent contractor only, and not that of an agent or
employee of Client. The Client shall be entitled to secure the performance of services from others
of a similar or dissimilar nature during the term hereof, and 4FRONT may perform services for
others of a similar or dissimilar nature during the term hereof so long as any other services
performed do not relate to the Client's business interests, create a conflict of interest, or use the
Client's Confidential Information. It is understood and agreed that neither 4FRONT nor any of
4FRONT's employees shall be considered to be an employee of the Client. 4FRONT expressly
acknowledges that it is responsible, for all matters related to the payment of federal, state and local
employment taxes (including the reporting, paying, withholding, and remitting thereof), workers'
compensation insurance, unemployment and disability contributions or payments. 4FRONT
expressly acknowledges that neither 4FRONT nor any of 4FRONT's employees shall have any
rights to any benefits under any Client -sponsored plans, programs or policies, and 4FRONT further
agrees that neither 4FRONT nor any of 4FRONT's employees shall at any time make any claims
against Client for benefits, damages, contributions, or penalties under any employee benefit plan,
fringe benefit plan, or personnel policy sponsored and maintained by the Client, nor any claims of
a violation of the Fair Labor Standards Act.
1.3. Project Agreement. 4FRONT will perform the Services through individual
project agreements or statements of work which will be authorized by the issuance of project
agreements or statements of work in substantially the form attached as Exhibit A, and signed by
an authorized representative of both Parties (a "Project Agreement").
2. SERVICES
2.1. Project Agreements.
2.1.1. Each Project Agreement executed under this Agreement will be a part of
this Agreement as if fully included within its body. In the event of any conflict between the body
of this Agreement and any Project Agreement, the terms and conditions of the Agreement shall
prevail and govern.
2.1.2. Unless otherwise agreed by the Parties, each Project Agreement will
include: (i) a description of the Services to be performed by 4FRONT thereunder; (ii) Client's
responsibilities relating to 4FRONT's performance of the Services thereunder; (iii) a list of
significant tasks to be completed, including, without limitation, applicable commencement and
completion dates or expected project duration; (iv) a listing of any materials and other items that
4FRONT will deliver to Client hereunder ("Work Product"), including, without limitation, any
applicable delivery dates and any specifications, templates and/or formats to which the Work
Product is required to materially conform; (v) a listing of any data or other information to be
submitted by Client to 4FRONT, including any applicable submission dates and any instructions,
specifications, templates and/or formats governing the submission of such data or other
information; (vi) method of compensation to 4FRONT (e.g., time and materials, fixed price or
otherwise) and other appropriate pricing terms; and (vii) any other information or provisions the
Parties agree to include.
2.2. Performance of the Services.
2.2.1. 4FRONT agrees to supply and deliver the Work Product and perform the
Services specified in the Project Agreement(s) in a professional manner and in accordance with
this Agreement and the Project Agreement(s). Notwithstanding the foregoing, Client
acknowledges that 4FRONT's ability to perform will require Client to timely perform certain tasks
and provide certain tangible and intangible items. Client hereby agrees to perform its obligations
hereunder, and the parties acknowledge that Client's failure to perform such obligations may
adversely affect 4FRONT's ability to meet its performance obligations under the conditions
contemplated by the Project Agreement. The parties hereby agree to negotiate in good faith to
arrive at an equitable adjustment to the fees payable under a Project Agreement and the terms of
this Agreement to compensate 4FRONT for such additional effort and costs directly caused by
Client's delay. In addition, 4FRONT shall not be deemed to be in default under this Agreement
for any delays or failure to meet its obligations if based on Client's actions, omissions or failure to
meet its performance requirements.
2.2.2. Either Party may propose changes to the scope of Services provided by
4FRONT under any particular Project Agreement. 4FRONT will analyze each such request and
provide a written report to Client on its feasibility and the effect, if any, that such change will have
on the cost of performing the Services and schedule for completing the Services. Proposed
changes shall be effected through written change orders which shall constitute amendments to this
Agreement and the applicable Project Agreement ("Change Orders").
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2.2.3. To the extent Services include purchases of media, incurrence of production
costs or engagement of talent, absent other terms in the Project Agreement 4FRONT is authorized
to commit to such purchases and expenses on Client's behalf. If Client requests that any such
arrangement be terminated, 4FRONT will take all appropriate steps to affect such cancellation,
provided that Client will hold 4FRONT harmless with respect to any costs incurred by Agency as
a result. If at any time 4FRONT obtains a discount or rebate from any supplier in connection with
4FRONT's rendition of services to Client, 4FRONT will credit Client or remit to Client such
discount or rebate.
3. PROPRIETARY RIGHTS
3.1. Work Product. Except as set forth under "Background Technology" below,
4FRONT hereby assigns its entire right, title and interest in the Work Product to Client. The
parties further acknowledge and agree that absent Client's full and timely payment(s) to 4FRONT
for all fees and expenses due, the Work Product, and any intellectual property rights related thereto,
shall be, and shall remain, the sole property of 4FRONT, and Client shall have no rights therein or
thereto. 4FRONT shall not have the right to disclose or transfer to any third party the Work
Product. However, nothing in this Agreement shall prohibit or limit 4FRONT's use of ideas,
concepts, know-how, methods, code, techniques, skill, knowledge and experience that were used,
developed or gained in connection with this Agreement or any Project Agreement, except with
regard to any Confidential Information of Client.
3.2. Background Technology. 4FRONT may include in the Work Product certain
methodologies, development tools, routines, objects, subroutines and other programs, data and
materials developed or licensed by 4FRONT outside of this Agreement and the Project
Agreements hereunder (the "Background Technology"). 4FRONT shall retain any and all rights
4FRONT may have in the Background Technology. 4FRONT hereby grants to Client an
irrevocable, non-exclusive, perpetual, fully paid -up worldwide license to use, execute, reproduce,
display, perform, distribute internally and make modifications and/or improvements to the
Background Technology. However, Client shall not license, sub -license, resell, transfer or make
other commercial use of the Background Technology, or any portion thereof, without 4FRONT's
written consent. Notwithstanding the foregoing, 4FRONT is not providing Client with any license
or right to use any third -party software used by 4FRONT to create the Work Product or other
intellectual property developed in connection with this Agreement or the Project Agreement(s).
3.3. Marks. At Client's request, the Work Product created or developed by
4FRONT may include trademarks for Client, in the form of taglines, slogans, logos, designs or
product and brand names (collectively, "Marks"), for Client's use in connection with Services
performed by 4FRONT on Client's behalf. The trademark clearance of any taglines or slogans
created hereunder for use in connection with the Services shall be Client's responsibility unless
otherwise agreed to between the parties in writing, it being understood that any searches conducted
by 4FRONT shall only be preliminary "desktop" searches and not final or full trademark searches.
If 4FRONT does agree to conduct any comprehensive searches, 4FRONT shall bill Client for its
cost and for any other subcontractor charges (e.g., legal charges) incurred by 4FRONT in
conducting the preliminary search of the Marks. Upon full payment to 4FRONT, Client shall own
all right, title and interest in and to any Marks created by 4FRONT and used by Client. Client
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understands that full copyright and trademark searches on all Marks should be conducted and shall
be Client's responsibility. All Marks provided by Client or created for Client by anyone other than
4FRONT will not be cleared by 4FRONT. Client, in its sole discretion, shall handle the
registration of any Marks unless other arrangements are made in writing between the Parties.
4. COMPENSATION AND PAYMENT TERMS
4.1. Payment for Services. 4FRONT shall be paid for the Services as set forth in the
applicable Project Agreement. Client shall also reimburse 4FRONT for all out-of-pocket expenses
(including but not limited to airfare, ground transportation, hotel, meals, etc.) reasonably incurred
by 4FRONT or any officers, employees, or agents of 4FRONT in connection with performing
services under this Agreement or any Project Agreement. Client shall reimburse 4FRONT for all
other reasonable expenses actually incurred which are incidental to the services performed
hereunder and which have been approved in advance by Client. Travel costs and other expenses
claimed must be itemized in 4FRONT's monthly invoice to Client.
4.2. Payment Terms.
4.2.1. All invoices shall be due upon receipt by Client. Any payment that is not
paid within thirty (30) days of its due date will accrue interest at a rate of 1.5% per month from the
due date until paid. In addition, Client agrees to pay and indemnify 4FRONT for any costs,
including legal and other collection fees, incurred by 4FRONT in the course of collecting past due
amounts through any third -party collection services retained by 4FRONT to collect unpaid, past
due amounts under this Agreement.
4.2.2. If Client disputes any invoice, or any charge or amount on any invoice or
any charge for Services, and such dispute cannot be resolved promptly through good faith
discussions between the Parties, Client will pay the amounts due under the applicable Project
Agreement, less the disputed amount, provided that Client and 4FRONT will diligently proceed to
work together to resolve any disputed amount.
5. CONFIDENTIAL INFORMATION
5.1. Definition. Each Party acknowledges that in the course of performing this
Agreement it may be furnished with, receive, or otherwise have access to information of or
concerning the other Party which the other Party considers to be confidential, proprietary, a trade
secret or otherwise restricted. When used in this Agreement, "Confidential Information" shall
mean any information furnished or made available directly or indirectly by a Party: (i) in any
format that is labeled or otherwise designated as confidential, proprietary, a trade secret or with a
similar designation; or (ii) that relates to such Party's trade secrets, inventions, discoveries,
processes, methods and techniques, ideas, know-how or regarding such Party's products and
services (including, without limitation, pricing therefor), proprietary software, research &
development, business plans, marketing plans, strategies, finances, customers and suppliers
whether or not such information is labeled as confidential.
5.2. Protection of Confidential Information. All Confidential Information
furnished by a Party to the other in the course of performing under this Agreement shall remain
the property of and be deemed proprietary to the disclosing Party. Each Party agrees: (i) to receive
such Confidential Information in strict confidence and not disclose it to any third party without the
prior written consent of the disclosing Party; (ii) to accord such Confidential Information at least
the same level of protection against unauthorized use or disclosure that the receiving Party
customarily accords to its own confidential, proprietary or trade secret information of a like nature,
but in no event less than reasonable care; and (iii) to use such Confidential Information solely and
exclusively for the purposes of and in accordance with the terms of this Agreement.
5.3. Exceptions. Notwithstanding the foregoing, neither Party shall be liable for
disclosure of any particular Confidential Information of the disclosing Party if the same: (i) is in
the public domain at the time of its disclosure or thereafter enters the public domain through no
fault of the receiving Party; (ii) is or becomes known to the receiving Party on a non -confidential
basis without breach of any obligation of confidentiality; (iii) is independently developed by the
receiving Party without reference to the disclosing Party's Confidential Information; or (iv) is
legally required to be disclosed (provided that the receiving Party promptly informs the disclosing
Party of the requirement and affords the disclosing Party a reasonable opportunity to resist the
required disclosure).
5.4. Survival. The provisions of this Section 5 shall survive the termination or
expiration of this Agreement for any reason. Promptly following the termination or expiration of
this Agreement for any reason, and as the disclosing Party elects, the receiving Party shall either
destroy or deliver to the disclosing Party all Confidential Information of the disclosing Party in the
receiving Party's possession, custody or control in whatever form held (including without
limitation all documents or media containing any of the foregoing and all copies, extracts or
embodiments thereof). Notwithstanding the foregoing, 4FRONT may retain a copy of certain
Confidential Information related to the Project Agreement(s) for its legal archives and regulatory
audits.
5.5. No Rights in Confidential Information. Nothing contained in this Section 5
shall be construed as obligating the disclosing Party to disclose its Confidential Information to the
receiving Party, or as granting to or conferring on the receiving Party, expressly or impliedly, any
rights or license to the Confidential Information of the disclosing Party.
6. WARRANTIES INDEMNITIES, LIMITATION OF LIABILITY
6.1. 6.1 Warranties
6.1.1. 4FRONT represents and warrants that: (i) 4FRONT has the full power and
authority to enter into this Agreement and the performance of this Agreement will not violate any
agreement or obligation of 4FRONT; (ii) it owns or has the rights necessary to grant to Client the
rights to the Work Product in accordance with the terms of this Agreement and the associated
Project Agreements; (iii) it shall not, and shall not permit or enable any third party in connection
with the Services to collect any information (A) that identifies or can be used to identify, contact
or precisely locate the person to whom such information pertains; (B) from which identification or
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contact information of an individual person can be derived; or (C) that otherwise may be defined
by as personal information, personal financial information or sensitive information under
applicable law; and (iv) 4FRONT shall not, and shall not permit or enable any third party to (A)
re -identify or attempt to re -identify any personal information; (B) comingle any collected data with
any other third party data; (C) place any tracking technologies on any services other than as
specifically required under this Agreement; (D) collect any data from a user that is under 13 years
of age; or (E) collect any video viewing information, including, without limitation any title or
video name of what a user or device has viewed.
6.1.2. Client represents and warrants that Client has the full power and authority
to enter into this Agreement and the performance of this Agreement will not violate any agreement
or obligation of Client. Client further warrants that it owns or has the rights necessary to grant to
4FRONT access to its intellectual property in accordance with the terms of this Agreement and
the associated Project Agreements, and that: (i) any information, materials or products supplied
to 4FRONT for use in connection with the Services will be accurate and truthful and use of such
information, materials, or products by 4FRONT or any other party in connection with the Services
will not infringe any rights of any third party; infringe any statutory or common law copyright; be
libelous or obscene; utilize any trade secrets of any third party; violate any right of privacy or
publicity, or otherwise violate any law or any person's personal or property rights; (ii) 4FRONT's
use of any such Client provided materials or information as contemplated by this Agreement will
not violate any laws, regulations, or ordinances; and (iii) any services, products or samples used
or distributed by 4FRONT in connection with the Services, if any, will be safe for use as indicated.
For all media purchased by 4FRONT on Client's behalf, Client agrees that 4FRONT shall be held
solely liable for payments only to the extent proceeds have cleared from Client to 4FRONT for
such media purchase; otherwise, Client agrees to be solely liable to media for amounts due.
6.1.3. THE FOREGOING WARRANTIES ARE IN LIEU OF ALL OTHER
WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE
IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE.
6.2. Indemnification. 4FRONT shall indemnity Client for any damages related to
items prepared by 4FRONT or at 4FRONT's direction, including, but not limited to, any claim of
libel, slander, piracy, plagiarism, invasion of privacy, or infringement of copyright or other
intellectual property interest, except where any such claim arises out of material supplied by the
Client and incorporated without change into any materials or other items prepared by 4FRONT or
at 4FRONT's direction. Each Party (the "Indemnifying Party") agrees to defend at its expense
and indemnify and hold harmless the other Party (the "Indemnified Party") and its partners,
affiliates, employees, agents, representatives, independent contractors, successors and assigns
from any and all losses, costs, damages, liabilities and expenses (including, without limitation,
reasonable legal fees and expenses) arising from or in connection with: (i) breach of the
representations and warranties in Section 6; (ii) the death or bodily injury of any person caused by
the negligence or willful misconduct of the Indemnifying Party; or (iii) the damage, loss or
destruction of any real or tangible personal property caused by the negligence or willful
misconduct of the Indemnifying Party.
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6.3. Limitation of Liability.
6.3.1. SUBJECT TO SECTION 6.3.3 BELOW, IN NO EVENT SHALL EITHER
PARTY BE LIABLE, ONE TO THE OTHER, FOR ANY LOST PROFITS, LOSS OF
BUSINESS, LOST SAVINGS OR OTHER CONSEQUENTIAL, SPECIAL, INCIDENTAL,
INDIRECT, EXEMPLARY OR PUNITIVE DAMAGES ARISING OUT OF OR IN
CONNECTION WITH ANY BREACH OF THIS AGREEMENT.
6.3.2. SUBJECT TO SECTION 6.3.3 BELOW, EACH PARTY'S TOTAL
LIABILITY TO THE OTHER, WHETHER IN CONTRACT OR IN TORT (INCLUDING,
WITHOUT LIMITATION, BREACH OF WARRANTY, NEGLIGENCE AND STRICT
LIABILITY IN TORT) SHALL BE LIMITED TO AN AMOUNT NOT TO EXCEED, IN THE
AGGREGATE FOR ALL CLAIMS, THE TOTAL DOLLAR AMOUNTS PAID OR PAYABLE
TO 4FRONT UNDER THE PROJECT AGREEMENT THAT GAVE RISE TO SUCH
LIABILITY.
6.3.3. The limitations set forth in Sections 6.3.1 and 6.3.2 shall not apply with
respect to: (i) damages to person and/or tangible property occasioned by the willful misconduct
or gross negligence of a Party; (ii) claims that are the subject of indemnification pursuant to Section
6.2 above; and (iii) either Party's breach or alleged breach of its confidentiality obligations under
Section 5 of this Agreement.
7. TERM AND TERMINATION
7.1. Term. The term of this Agreement will commence on the Effective Date and,
unless terminated sooner pursuant to the provisions of this Section 7, continue until the end of
August 2021. Thereafter, the term of this Agreement may be renewed by mutual agreement of the
Parties. In the event this Agreement expires and there are outstanding Project Agreement(s) at the
time of such expiration, this Agreement shall continue in full force and effect until the Services
under all outstanding Project Agreement(s) are complete.
7.2. Termination.
7.2.1. This Agreement and/or any Project Agreement(s) issued under it may be
terminated for any reason by either Party upon six months (180) days written notice to the other
Party or by either Party by written notice to the other Party in the event such other Party materially
breaches any of its material obligations as set forth in this Agreement and/or any Project
Agreement(s) issued under it and fails to cure such breach within thirty (30) days after written
notice thereof from such notifying Party. Should this Agreement and/or any Project Agreement
be terminated under this Section 7.2.1, Client and 4FRONT shall make good faith efforts to reach
mutual agreement on the Services necessary to close out such Project Agreement. If Client plans
to continue the Project specified in the Project Agreement, 4FRONT shall assist in smoothly
transferring the conduct of the Project to Client or its designate.
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7.2.2. If this Agreement or any Project Agreements(s) issued thereunder are
terminated by Client pursuant to this Section 7.2, Client will be entitled to retain the Work Product
only to the extent paid for by Client.
7.2.3. In the event of termination of this Agreement and/or any Project
Agreement(s) issued under it pursuant to this Section 7.2, Client will pay 4FRONT for all Services
performed under this Agreement (where the Agreement is terminated) or the terminated Project
Agreement(s) (inclusive of Work Product provided thereunder), through the effective date of
termination, plus expenses incurred through the effective date of termination. Further, Client shall
also pay 4FRONT for its costs and expenses associated with any un-cancelable commitments
incurred on behalf of Client prior to the termination date of the Agreement or the applicable Project
Agreement.
7.3. Survival. Provisions of this Agreement, which by their express terms or context
impose continuing obligations on the Parties, will survive the expiration or termination of this
Agreement for any reason.
8. OTHER TERMS
8.1. No Conflicts; Strict Adherence, Severability. The Parties acknowledge and agree
that: (i) each Party has the power and the authority to enter into this Agreement and to perform its
obligations hereunder and have not entered into any other agreements that would conflict with the
Services to be performed herein and, upon execution and delivery hereof, this Agreement shall
constitute the valid and binding obligations of the Parties, enforceable in accordance with its terms;
(ii) failure by either Party to insist upon strict and/or immediate adherence to any term of this
Agreement on one or more occasions shall not be considered a waiver of that Party's right to
thereafter insist upon strict and immediate adherence to that term, or any other term of this
Agreement, at any time; and (iii) in the event that any term or provision hereof is declared by a
court of competent jurisdiction to be illegal or invalid for any reason whatsoever, such illegality
shall not affect the balance of the terms and provisions hereof, which terms and provisions shall
remain binding and enforceable; provided, however, said invalid or unenforceable provision shall
be deemed automatically replaced with a valid and enforceable provision having the maximum
legal effect possible.
8.2. Governing Law; Legal Fees and Costs. Any dispute or controversy between the
Parties relating to or arising out of this Agreement or any amendment or modification thereof, shall
be governed by the laws of the State of Illinois. The prevailing Party in any action initiated to
construe or enforce this Agreement shall be entitled to recover its costs and fees (including, without
limitation, court costs and reasonable attorney's fees) from the non -prevailing Party.
8.3. Entire Agreement. This Agreement, and the attached Project Agreement(s) contain
the full and complete understanding of the Parties and supersede all prior agreements and
understandings between the Parties with respect to the entire subject matter hereof. Only a written
instrument signed by an authorized representative of each Party may amend this Agreement. This
Agreement is the result of ann's length negotiations between the parties and shall be construed to
have been drafted by all Parties such that any ambiguities in this Agreement shall not be construed
against either Party. This Agreement shall not constitute, give effect to, or otherwise imply, a joint
venture, partnership, agency or formal business organization of any kind. No waiver, delay or
discharge by a Party will be valid unless in writing and signed by an authorized representative of
each Party. Neither the failure of either Party to exercise any right of termination, nor the waiver
of any default will constitute a waiver of the rights granted in the Agreement with respect to any
subsequent or other default. If any provision of this Agreement is declared invalid or otherwise
unenforceable, the enforceability of the remaining provisions shall be unimpaired, and the Parties
shall replace the invalid or unenforceable provision with a valid and enforceable provision that
reflects the original intentions of the Parties as nearly as possible in accordance with applicable
law.
8.4. Notice. Any notice or other communication required or permitted to be made or
given by either Party pursuant to this Agreement will be deemed to have been duly given: (i) three
(3) business days after the date of mailing if sent by registered or certified U.S. mail, postage
prepaid, with return receipt requested; (ii) when transmitted if sent by facsimile, confirmed by the
specific addressee, with a copy of such facsimile promptly sent by another means specified in this
section; or (iii) when delivered if delivered personally or sent by express courier service. All
notices will be sent to the other Party at its address as set forth on the first page of this Agreement.
8.5. Force Majeure. Either Party's performance will be excused, if and to the extent
reasonably necessary, in the event that an act of God, war, civil commotion, terrorism, fire,
explosion, or other force majeure event that occurs without the fault or negligence of the non-
performing Party and prevents timely performance under the Agreement.
8.6. Non -Solicitation. The Parties each agree not to knowingly solicit for employment,
employ (either as an employee or an independent contractor) or otherwise contract with any
employee, agent or independent contractor of the other Party during performance of this
Agreement and for a period of one (1) year after termination of this Agreement without the other
Party's written consent.
8.7. Insurance. 4FRONT shall maintain in full force and effect throughout the term
of this Agreement, at 4FRONT's sole cost and expense, insurance of the types and minimum
coverage amounts as follows:
8.7.1. Worker's Compensation and Employer's Liability Insurance providing for
payment of benefits to and for the account of employees employed in connection with the services
covered by this Agreement as required by the statutes of the state where the work is being
performed;
8.7.2. Commercial General Liability Insurance ("CGL"), including without
limitation, personal and advertising liability, with minimum limits of $1 million combined bodily
injury and property damage per occurrence;
8.7.3. Professional Liability Errors and Omissions coverage, in an amount not less
than $1 million per occurrence;
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8.7.4. Commercial Umbrella with limits of at least $1,000,000 and including as
insureds all entities that are additional insureds on the CGL. Umbrella coverage for such
additional insureds shall apply as primary and noncontributory insurance before any other
insurance or self-insurance, including any deductible, maintained by, or provided to, the additional
insured other than the coverages maintained by 4FRONT pursuant to this Agreement.
All insurance shall be placed with carriers having an A.M. Best rating of A-XIII or better, and all
policies shall contain a waiver of subrogation with respect to the additional insureds. 4FRONT
shall deliver to the Client a certificate or certificates of insurance evidencing such coverage.
Compliance herewith in no way limits 4FRONT's indemnification obligations, except to the extent
that 4FRONT's insurance company actually pays the Client amounts which 4FRONT would
otherwise pay the Client.
8.8. Execution in Counterparts. This Agreement may be executed in one or more
counterparts including facsimile or electronic mail copies, each of which when executed and
delivered shall be an original, and all of which when executed shall constitute one and the same
instrument. A signature transmitted by facsimile or electronic mail shall be as binding and
effective as an original.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by duly
authorized representatives.
ELK GROVE VILLAGE 4FRONT
By: By:
Its: - Its:
Date:
Date:
Exhibit A
Master Project Agreement
This Project Agreement (the "Agreement"), together with the attached Master Services Agreement
between PCG-SDM HOLDINGS, LLC DBA 4FRONT ("4FRONT") and Elk Grove Village, ("the
client") contains the full and complete understanding of the Parties and supersedes all prior
agreements and understandings between the Parties with respect to the entire subject matter of this
Project Agreement. Only a written instrument signed by an authorized representative of each Party
may amend this Project Agreement.
All capitalized terms not defined herein will have the meanings given them in the Agreement.
1�170"16
June 22, 2020 to August 31, 2021.
2. Services to be Performed.
4FRONT will be responsible for the following deliverables during the term of the
agreement;
• Develop partnership RFP process, negotiation, contract execution
4FRONT will use its expertise to develop and execute a 4-week RFP process and
negotiate partnerships with no less than one United States Olympic National Governing
Body (NGB) for the Village to implement a $100,000 sponsorship campaign with the
selected NGB. The RFP will require NGBs to submit videos which will become the
property of 4FRONT and the Village and can be publicly utilized by 4FRONT and the
Village during the selection process.
4FRONT will negotiate and administer contracts for customized assets that best align
with Elk Grove Village's sponsorship objectives to maximize value to drive business and
marketing results.
Create the marketing partnership
Together with the chosen NGB and Elk Grove Village, 4FRONT will design an
innovative, world -class activation and communications strategy for the national
marketing campaign, capitalizing on key tentpole moments before and after the 2021
Tokyo Olympics. This activation will include the development of appropriate logos for
advertising purposes.
- 4FRONT will complete, collaborate and execute a Promotional Calendar for this campaign
on behalf of Elk Grove Village. A sample draft version of this calendar is provided in
Exhibit C.
Campaign activation & communications plan
- 4FRONT will customize NGB marketing partnership assets and storyline to Elk Grove
Village's "Makers Wanted" brand promise, reimagining the art of possible of a non-
traditional sponsorship around the most watched sporting event in the world. The strategy
will build on the success of the Makers Wanted Bahamas Bowl and provide a powerful
storytelling opportunity to celebrate and drive interest to the country's largest industrial
business park.
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4FRONT will identify and cultivate earned media opportunities for the Village and its NGB
partnership at an international, national and local level at the campaign launch and in key
moments throughout the campaign.
• Campaign summary & recap
4FRONT will provide a comprehensive business recap inclusive of media exposure
measurement and a financial report showcasing the return on investment to Elk Grove
Village. Estimated time frame: 30 days after completion of campaign
• Account Team Structure
- 4FRONT will work alongside and execute a contract with Banner Collective to support
and create at least 2 new TV commercials and reworked TV commercials for this
campaign as well as buy media air time for the TV Commercials (see Exhibit E).
- 4FRONT will work directly with the Village and identified key personnel and provide a
4FRONT manager to be the day-to-day contact for this work and participate in an agreed -
upon schedule and regular cadence of status and planning meetings.
• 4FRONT will serve as the Project Manager and maintain the accountability for the creation and
execution of the tasks and responsibilities associated with this project.
3. Compensation.
$100,000 USD
• To be billed as outlined in Exhibit B of this agreement.
• Other anticipated out-of-pocket costs associated with this scope of service also noted in
Exhibit B.
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Exhibit B
4FRONT Payment Schedule
ELK GROVE VILLAGE
June
14FIZONT
September
PAYMENT
December
SCHEDULE
February
May
2020
2020
2020
2021
2021
Payment for
4FRONT Services
rendered in
$20,000
$20,000
$20,000
$20,000
$20,000
accordance with
the above Exhibit
A
Additional billing may include:
1) Not to exceed $100,000 contractual sponsorship agreement with NGB as determined by the
RFP and executed contract; and,
2) Not to exceed $115,000 for creation of television commercials and ad buys in Exhibit E.
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Exhibit C
Sample Promotional Calendar
Elk Grove will have a number of opportunities to activate the partnership. These tentpole opportunities will
be determined upon selecting the winner and will include, but not limited to:
• Fueling positivity and doing good in Elk Grove Village and beyond
• Integrating Elk Grove messaging into athlete training and storytelling
• Trial Tournaments & Events - each NGB will have an event where their athletes qualify for the
Olympics and Elk Grove will have branding integration opportunities
• Identify opportunities for athlete appearances In Elk Grove prior to and after the Olympics
through ORD travel
June - August 2020
• PR / Earned Media
o June 22- National PR Announcement (AP) to announce plans to sponsor National Governing
Bodies in pursuit of their Olympic and American Dreams
■ Localize incremental PR strategy to both Elk Grove and NGB audiences
■ Commence digital and analytics collection strategy
o June 22 - Issue RFP and start selection process with potential help from former Olympic
athlete
o Week of July 6th - Announce finalists from NGB submissions
o Week of July 13"/20th - Announce winner(s) to coincide with the original opening of the
Olympic Games with a national PR announcement (AP and/or FORBES)
• Community Activation
o July 4th - Elk Grove Village modifies Its welcome signs to highlight how it is the place that
"supports American dreams and is business friendly"
o Post July 23 - Opportunity to create storyline / community activation around originally
scheduled Tokyo 2020 Opening Ceremonies date
■ Host a virtual town hall with Olympic athletes/officials aligned with selected NGB
partners
■ Opportunity to feature an athlete appearance (current/former Olympian)
• Marketing
o Create an opportunity for 1-2 Olympic athletes to work / intern In Elk Grove while training
for the Olympic Games; spotlight their journey
September - December 2020
• PR / Earned Media
o Feature Olympic athletes/leaders in Elk Grove Village polos with American Dream
testimonials; Imagery used on signs throughout Elk Grove Village during Olympics
o Elk Grove Village can spotlight companies from around the world who are investing in EGV
• Business / Community
o October - Integrate several Olympic athletes/legends in Elk Grove Village expo (live or
virtually) talking about their quest for the American Dream and life as an entrepreneur when
not competing
■ Includes athlete Q&A session for VIP guests, athlete meet-n-greet & autographs
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o Motivational Messages / Comeback Stories
■ Elk Grove can have several athletes record :30-:60 motivational messages for
businesses and residents that can be posted via social media
■ Elk Grove can have several athletes who battled back from injuries share their
comeback story to help inspire EGV's comeback story from Impact of COVID-19
o Elk Grove can announce a new Green Medal Grants program that allows local businesses
investing in sustainability / green Initiatives to be recognized & supported in a special way
• Marketing
o Elk Grove Village can spotlight / integrate several businesses who offer services designed to
help Olympic athletes journey better (on -site at events, at home, etc.)
o Begin reinforcing the idea of Elk Grove Village as a place where the American Dream
flourishes. Identify and tell stories surrounding both Olympic athletes and local businesses.
Who are the members of the NGB team that have inspiring stories to tell, and how do those
align with and showcase the ways that EGV is Beyond Business Friendly? How has EGV
specifically helped a business achieve its dream?
o Imagine a current or former Olympian standing side -by -side with a business owner. We bring
together an Olympic athlete/team who got her degree in electrical engineering and the head of
one of the new technology firms in the state-of-the-art technology park.
o Banner creates at least 2 video profiles that can be strategically unleashed across target
markets and demographics, with an emphasis on the importance of Elk Grove Village being
Beyond Business Friendly and supportive of the American Dream.
January - March 2021
• PR / Earned Media
o Elk Grove Village can spotlight several of the "best companies in the world" who've chosen
to headquarter / invest in building their operations in Elk Grove Village
• Marketing
o Update Elk Grove Village digital/social channels to highlight it being a place that is business
friendly and where the American Dream is possible (red white & blue thematic)
o Feature a series of Olympians on the Elk Grove Village podcast
o Digital billboards in Chicagoland highlighting "Elk Grove Village is business friendly and
honored to support the American Dream" (with logos of partnering NGB's)
o Elk Grove Village can get a series of autographed merchandise that it can use as part of
ceremonies recognizing new businesses moving / investing in the Village
o Bring a member or prominent alumni of NGB sport to Elk Grove Village for both a day-m-
the-life internship at a relevant business that includes a photoshoot at an EGV business and an
appearance at the Manufacturing and Technology Expo. Story featured in local newspapers
and used to create a video profile that supports EGV's "Home of American Dreams"
narrative.
o Activate assets with targeted spend across both linear and digital channels highlighting
athletes and businesses that exemplify the American spirit and the ways that Elk Grove
Village has supported them both by utilizing video assets captured in fall. Utilize both earned
and paid media throughout.
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• Community
o Create an opportunity for Elk Grove businesses and citizens to team up to send an athlete's
family to the Olympics to compete live
o Opportunity for Elk Grove residents / businesses to volunteer at Olympic trial events
April - June 2021
• PR / Earned Media (100 Days Out)
o Opportunity to create storyline / community activation on date marking 100 days out of the
2021 Olympics
■ Distribute replica gold medals to CEO's leading businesses throughout EGV
• Marketing & Hospitality
o Create an opportunity for Elk Grove business owners to travel to Olympic Trials and see
partner NGB's compete and enjoy special athlete clinic
o Elk Grove branding /activation on -site at Olympic trial events
• Community Activation
o Host an official sendoff party for several Olympic athletes with Chicagoland ties
o Create special opportunities for residents throughout Elk Grove Village to interact with
former Olympians and learn how to fence, etc.
July - September 2021
• Community
o Host unofficial watch party in partnership with XFINITY, an Olympic sponsor
o Incorporate an Olympic/Where American Dreams are Made thematic in summer concert
series (distributing free American flags to all residents)
o Residents - Distribute medals to all youth athletes in Elk Grove Village
o Community - Hang red white and blue ribbons throughout the community
o Elk Grove Village can have several athletes make appearances to sign autographs, take
photos, and interact with businesses and residents
0 Marketing
o Summer of support: the village gears up for the Olympics by centering summer programming
around the American effort in the Olympics. The summer concert series stage could be
utilized to host watch parties the morning after a big concert. Pitch national story on town
coming together to support the American Dream.
• PR / Earned Media
o In the week following the 2021 Olympic Games, Mayor Johnson can make a special press
announcement inviting Olympians from across the world to start their businesses and do
business in Elk Grove Village
o Utilizing appearance(s) by former Olympians turned entrepreneurs
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EXHIBIT D
NGB Sponsorship Rights, Payment & Contract
• NGB Rights payment
o 4FRONT will coordinate payment to the selected National Governing Body, outlined as a
part of the campaign in Exhibit A (2) at a rate of $100,000 USD or less
• NGB Contract
0 4FRONT will be responsible for the contract creation and payment schedule reflecting the
selected National Governing Body on behalf of Elk Grove Village as outlined in campaign in
Exhibit A (2).
o Elk Grove Village will pay 4FRONT directly for the rights, which 4FRONT will then
coordinate the appropriate payment schedule with the selected National Governing Body.
nM
EXHIBIT E
Commercial Production & Media Buy
0 Commercial Production & Media Buy
0 4FRONT will contract Banner Collective to produce the associated commercials to promote
the aforementioned campaign in Exhibit A (2) and place media with the combined cost of the
commercials and media buy to not exceed $115,000 USD for the term of the agreement.
o Elk Grove Village will pay 4FRONT directly for the commercials and media buy, which
4FRONT will then coordinate the appropriate payment schedule and contract with Banner
Collective.
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