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HomeMy WebLinkAboutRESOLUTION - 41-05 - 7/19/2005 - SERVICE AGREEMENTRESOLUTION NO. 41-05 A RESOLUTION AUTHORIZING THE MAYOR AND VILLAGE CLERK TO EXECUTE AN AGREEMENT BETWEEN THE VILLAGE OF ELK GROVE VILLAGE AND CHICAGO RUNNING AND SPECIAL EVENTS MANAGEMENT, INC. d/b/a SPECIAL EVENTS MANAGEMENT FOR MARKETING SERVICES FOR THE 2006 HOME GIVEAWAY RAFFLE PROGRAM 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 and Village Clerk be and are hereby authorized to sign the attached documents marked: SERVICE AGREEMENT 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: 6 NAYS: 0 ABSENT: 0 PASSED this 19ih day of July 2005. APPROVED this 19th day of July 2005. APPROVED: Mayor Craig B. Johnson Village of Elk Grove Village ATTEST: Ann I. Walsh, Village Clerk RESAgrm2006homeraale.doc Service Agreement Elk Grove Village This Agreement (the "Agreement") is by and among Chicago Running and Special Events Management, Inc., d/b/a Special Events Management (hereinafter referred to as "Agency") with a mailing address of 1960 North Clybourn Ave., Chicago, IL 60614 and Village of Elk Grove, (hereinafter referred to as "Client"), with a mailing address of Go 901 Wellington Avenue, Elk Grove, Village IL 60007-3499. This Agreement confines the terms and conditions upon which Agency will render marketing, project management and revenue and expense management services to Client for the 2006 Home Giveaway Raffle (Program) as outlined in Addendum "A". 1. Engagement and Term. Client engages Agency to provide marketing and related services for Client, upon the terms and conditions set forth in this agreement. The teen of the engagement will commence on June 1, 2005, and will end on August 30, 2006, unless sooner terminated as provided in this agreement. 2. Fees. As compensation for services rendered in connection with the Program, Client shall pay Agency a fee of $ $48,000.00 (the "Base Fee"). The Base Fee covers Agency completion of those portions of the Program mutually agreed upon, provided there are no substantial changes in the scope of Agency's engagement with Client. If, due to changes requested by Client, the number of hours necessary for Agency to complete the Program increase substantially, and/or to finalize those portions of the Program not covered by the Base Fee, Client will pay Agency the additional fees mutually agreed upon prior to said service being rendered. 3. Payment. Upon Client's execution of this letter, Client will pay Agency an initial base fee payment of $6,000.00 and then subsequent monthly base fee payments of $3,500.00 no later than the 10th of each month. Expenses, if applicable, will be billed and payable on a monthly basis. If any past due balance remains outstanding more than 45 days from its due date, until such overdue statement is paid in full, Agency will, at its option: (i) stop work on the Program; (ii) withhold deliverables to Client under the Program then process only if Client pays for the same in full on or before delivery; or (iii) terminate the Program. Upon any such termination of the Program, Agency shall have the right to retain possession and ownership of any work in progress under the Program 4. Expenses. In addition to Fees invoiced to Client, Client shall reimburse Agency for all budgeted marketing and out-of-pocket expenses incurred by Agency on behalf of Client (collectively, the "Expenses"), including but not limited to, print advertising placements, printing and reproduction, outreach coordination, messenger service, wire service, web design, graphic design, travel, lodging, meals, photography, clipping services, overnight services and audio/video retrieval and dubbing. Agency agrees not to incur any non - agreed upon individual reimbursable Expense on Client's behalf in excess of $250.00, without Client's prior approval. All Expenses reimbursable to Agency shall be itemized and included in the invoices sent from Agency to Client under Section 3 above. 5. Collection/Enforcement Expenses. If Agency retains the services of any attorney or entity to assist Agency in receiving payments of Fees or Expenses due under this engagement, Client shall reimburse Agency, on demand, for all costs and expenses Agency incurs (including but not limited to attorneys' and paralegals' fees) in collecting any such amounts. 6. Limited Scope of Engagement. Agency's engagement with Client is limited strictly to the items identified in Exhibit A attached to this letter. Agency has no other obligations to Client whatsoever. If client desires Agency's services in connection with the Program to include additional responsibilities not reflected on Addendum "A", this letter agreement may be modified in writing signed by both parties which specifies such additional services, which may be subject to Agency's then applicable fees. Agency and Client agree that any such products or services and any other rights or obligations cannot be the subject of an oral agreement. The Client acknowledges that Agency provides other consulting services at separate charges under applicable Agency agreements and that Agency will be free to conduct business with others, including competitors of Client. Client Assistance. Client acknowledges that Agency will rely on information, which Client provides to Agency, and Client warrants that it shall provide complete and accurate information to Agency concerning Client's business operations. Client shall supply Agency with any additional information, which Agency requires to complete its obligations in connection with the Program, on a timely basis. Client's failure to provide Agency with complete, accurate information, or failure to provide Agency information on a timely basis, will result in delays of the Program. 8. Termination. Either Agency or Client may terminate the agreements contained in this letter by giving 30 days prior written notice to the other party. Agency shall cease performance of its services in connection with the Program as soon as reasonably possible following its receipt of a written termination notice from Client. Following the termination of services by Client, Client shall pay to Agency an amount equal to the total Fees multiplied by the percentage of services completed in connection with the Program on the date of termination, as determined by the Agency, plus all Expenses and other costs incurred by the Agency for any non -cancelable commitments made by Agency on behalf of Client prior to the date of termination (the 'Termination Payment"). Agency shall prepare a final invoice with respect to the Termination Payment as soon as practicable following receipt of Client's notice of termination. Agency will use reasonable efforts to minimize continuing charges and expenses associated with any termination of services. 9. Retention of Rights. Agency reserves the right to use all or any portion of its expertise in any manner and/or to provide any services which are substantially similar to or are the same as the services it provides to Client under this letter, to any third party, whether or not any such third party is in direct competition with the business of Client. 10. Indemnification. Client releases and forever discharges Agency and Client shall indemnify, protect, defend and hold harmless Agency and its shareholders, directors, officers, employees and agents, on demand, from and against any and all claims, actions, sults, proceedings, obligations, liabilities, orders, damages, costs and expenses (including but not limited to attorneys' and paralegals' fees and expenses) resulting from, arising out of, related to or in connection with (i) any violation or infringement upon the rights or patents, trademarks, trade designs, copyrights or other intellectual property rights of any individual or entity or (ii) Agency's role in connection with the Program, including the release of materials released or previously approved for and on behalf of Client. 11. Confidentiality. Agency agrees to treat all material provided by Client to Agency in a confidential manner and not to use or disclose such material other than in connection with Agency's engagement hereunder. The foregoing restrictions shall not apply to any information: (a) which the Client makes available without restriction to the general public (b) available to Agency on a non -confidential basis prior to Client's disclosure of it to Agency, (c) hereafter made available to Agency on a non -confidential basis from a source other than Client, provided that such source in so acting is not to Agency's knowledge violating any duty or agreement of confidentiality or (d) is disclosed or used by Agency with Client's advance written approval. Agency acknowledges that all information regarding the Program supplied to Agency by Client shall be deemed "Confidential Information" except to the extent that such information falls within the categories above. If Agency shall be under a legal obligation to disclose any Confidential Information, Agency shall give Client prompt notice thereof so that Client may seek a protective order or waive Agency's duty of nondisclosure, provided that, if in the absence of such order or waiver Agency or any such person shall, in the opinion of either Agency's counsel, stand liable for contempt or suffer other censure or penalty for failure to disclose, disclosure to such tribunal may be made by Agency or such person without liability hereunder. If Agency resists disclosure at Client's request, Client shall pay to the resisting party, on demand, any liabilities or expenses incurred in resisting such disclosure. 12. Damage and Remedy Limitation. Agency specifically disclaims and Client specifically waives any claims or remedies Client may have against Agency for direct, indirect, consequential, incidental or punitive damages of Client or any third party, including but not limited to damages arising due to the failure of the Program ultimately selected by Client or which arise pursuant to any tort (including negligence and strict liability, but excluding gross negligence and willful misconduct) or other theory of liability, or for any claim made against Client by any party, even if Agency has been advised of the possibility of any such claim in advance. 13. Relationship of Parties. The relationship between Client and Agency shall be that of independent contractors and not as partners or joint venturers. Each party is, and is intended to be, engaged in its own and entirely separate business. 14. Assignment. This letter agreement and the rights and obligations of the parties under this letter agreement may not be assigned by either party without the prior written consent of the other party. Any assignment in contravention hereof shall be null and void. This letter agreement shall be binding upon and inure to the benefit of the parties and their respective representatives, successors and any assigns for which consent has been obtained. Not withstanding anything to the contrary, functions of the raffle will be handled on client's behalf by the designated raffle manager. 15. Employee Hiring. During the term of this engagement and for a period of 12 months following the termination of this engagement for any reason, neither party shall employ nor solicit for employment or contract any individual who either then is or at any time within the 6 -month period prior to termination was an employee or independent contractor of the other party. 16. Notices. All notices concerning this engagement shall be given in writing, as follows: (i) by actual delivery of the notice into the hands of the party entitled to receive it, in which case such notice shall be deemed given on the date of delivery; (ii) by mailing such notice by registered or certified mail, return receipt requested, in which case such notice shall be deemed given five (5) days from the date of its mailing; (iii) by Federal Express, UPS or any other overnight carrier, in which case such notice shall be deemed given two (2) days from the date of its transmission; or (iv) by Facsimile or telecopy, in which case such notice shall be deemed given on the date it is sent All notices, which concern this engagement, shall be addressed as follows: if to the Company. If to the Client., Chicago Running and Special Events Management Elk Grove Village 1960 North Clybourn Avenue 901 Wellington Avenue, Chicago, Illinois 60614 Elk Grove, Village IL 60007-3499 Attention: Anthony Abruscato Attn: Gary Parrin 17. Applicable Law. The laws of the State of Illinois (other than those pertaining to conflicts of law) shall govern the interpretation of this engagement, irrespective of the fact that the one of the parties now is or may become a resident of a different state. The parties shall submit all disputes that arise under this engagement to state or federal courts located in the City of Chicago, Illinois for resolution. The parties acknowledge that the aforesaid courts shall have exclusive jurisdiction over this engagement, and specifically waive any claims they may have which involve jurisdiction or venue, including but not limited to forum non conveniens. Service of process for any claim, which arises under this engagement, shall be valid V made in accordance with the notice provisions set forth in Section 17 of this letter. If service of process is made as aforesaid, the party served agrees that such service shall constitute valid service, and specifically waives any objections the party served may have under any state or federal law or rule concerning service of process. Service of process in accordance with this Section shall be in addition to and not to the exclusion of any other service of process method legally available. 18. Prevailing Party and Right to Legal Fees. In the event of any legal action under this letter agreement, the "party ultimately prevailing" (as that term is defined in this Section) in such proceeding shall be reimbursed, on demand, by the non -prevailing party, for all reasonable legal fees and costs which the party ultimately prevailing incurred because of such action, including fees and costs which relate to appeals. For purposes of this letter, the term "party ultimately prevailing" means the party, which is awarded the greater damages or other relief pursuant to a judicial determination by a court of last resort or by a lower court from whose final order, no appeal has been taken or the time for appeal has lapsed. 19. Binding Agreement. This letter constitutes the complete, binding agreement between the parties concerning the matters it addresses and supersedes all previous negotiations, agreements or representations, written or oral, between the parties in connection with the Program. In the event of any conflict between the terms and conditions of this letter and any other proposal, the terms of this letter agreement shall govern. The parties may amend this letter only through execution of a written instrument, which they both sign. AGREED AND ACCEPTED on this day of 2005 0 Chicago Running and Special Events Management, Inc. Anthony Abruscato, President Dated: July 18, 2005 By: Elk Grove Village Craig B. Johnson Craig B. Johnson, Mayor Dated: July 19, 2005 Attest: Ann I. Walsh Ann I. Walsh, Village Clerk Addendum "A" Agency shall provide the scope of services outlined below: Time Line Development Agency shall work with Client to develop an overall project implementation timeline for project. This time line will associate major objectives of the project with the responsible parties and due dates. The timeline shall be updated throughout the project and reviewed with Client on a regular basis. Project Budget Agency shall develop a marketing and promotion budget for the Project. Budget shall be presented and approved by Client. The Project budget shall include the fees associated with printing, web development, graphic design, advertising, general promotion and out-of-pocket fees. Research & Discovery Agency shall facilitate research and discovery to gain consumer insights, industry standards, case studies and creative ideas for the development of a master marketing and communications plan. Methods to be used by Agency may include: Interviews and "circle of friends" studies Review of existing "Home Giveaway" programs Consumer surveys Online research Project Management Agency shall provide Project management services to include the following. It is the intent that said services will be sufficient and comprehensive to manage the development and implementation of the Project. Development of the official rules and regulations and the review and approval of said rules by independent legal and accounting firths, Client and designated raffle manager. Oversee the development and production of a secure raffle ticket and the subsequent accounting and collection of ticket purchases. Presentation of all required payments for invoices received on a regular basis to the designated raffle manager. Facilitate the development of the various deliverables within the guidelines of the developed Project budget, as; Design of a logo and graphic branding guideline; Building of an "Official Website"with eCommerce capabilities; Design and printing of the tickets to be used for electronic sales, retail outlet sales and multiple ticket sales; Advertising materials needed to promote the Project. The development and implementation of a marketing and public relations plan including the solicitation of various retail outlet partners, Interfacing with the independent legal and accounting firms; The awarding process to the Home Giveaway winner Promotion and Ticket Sales Agency shall develop a written plan for the promotion and sales of raffle tickets for the Project. This plan shall include strategies for. Marketing and print advertising Radio and television promotion Guerilla -style marketing Cross Promotions Retail Outlet Development Public Relations Programming Ticket Management Agency shall be responsible for the development of the system to be used to sell all tickets and fulfill online purchase requests. Agency shall be responsible for the sale and accounting of all on-line ticket purchases and orders. A regular accounting report will be provided to client at an interval mutually agreed upon. Revenue & Expense Management Agency shall be responsible for the development of a financial tracking and reporting system for all funds collected and associated expenses with the Program. This system shall include the secured collection process of tickets sold and a complete accounting of all tickets and revenues. Agency shall also oversee all disbursements and provide a regular report of said disbursements. All systems shall be available for independent audit.