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R-23-15 Resolution Approving an Agreement for Community Visual Identity Design Services VILLAGE OF LE►.' ON RESOLUTION NO. �i_ , ,; A RESOLUTION APPROVING AN AGREEMENT FOR COMMUNITY VISUAL IDENTITY DESIGN SERVICES Adopted by the President and Board of Trustees of the Village of Lemont This 13th Day of April,2015. Published in pamphlet form by authority of the President and Board of Trustees of the Village of Lemont,Cook,DuPage,and Will Counties,Illinois this 13th day of April,2015. Resolution No. g.26 1.6- A RESOLUTION APPROVING AN AGREEMENT FOR COMMUNITY VISUAL IDENTITY DESIGN SERVICES WHEREAS,the Village of Lemont("Village") issued a Request for Proposals for Community Visual Identity Design Services; and WHEREAS, after Village staff conducted a thorough review of all proposals submitted, including interviewing finalists, Village staff recommended awarding the agreement to Carl Wohlt for a fixed fee of$28,100.00; and WHEREAS, the President and Board of Trustees desire to enter into an Agreement for Community Visual Identity Design Services ("Agreement")with Carl Wohlt, a copy of which is attached as Exhibit A and incorporated in its entirety; and NOW THEREFORE, BE IT RESOLVED by the President and Village Board of Trustees of the Village of Lemont, Cook, Will and Du Page Counties, Illinois as follows: Section One: The Agreement attached hereto as Exhibit A is hereby approved. Section Two: The Mayor, Village Administrator and/or Village Attorney are authorized to execute the Agreement and to make minor changes to the document prior to execution that do not materially alter the Village's obligations, and to take any other steps necessary to carry out this resolution. Section Three: This Resolution shall be in full force and effect from and after its passage and approval as provided by law. 2 PASSED AND APPROVED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE VILLAGE OF LEMONT,COUNTIES OF COOK,WILL AND DUPAGE, ILLINOIS on this 13th day of April,2015. PRESIDENT AND VILLAGE BOARD MEMBERS: AYES: NAYS: ABSENT: ABSTAIN Debby Blatzer Paul Chialdikas ✓" Clifford Miklos Ron Stapleton Rick Sniegowski Jeanette Virgilio ✓ . REAVES President ATTEST: 2AILA !IAL ii ///,1.// ARLENE M. I 'LEN Village Clerk 3 CONSULTING AGREEMENT This CONSULTING AGREEMENT ("Agreement") is made and entered into this 1.3 day of April, 2015, by and between the Village of Lemont, an Illinois municipal corporation ("Village"), and Carl Wohlt, an individual/sole proprietor with offices at 200 East 5th Avenue, Number 318, Naperville, Illinois 60563 ("Consultant"). Village and Consultant are hereinafter sometimes individually referred to as a "Party" and together referred to as the "Parties." Recitals WHEREAS, the Village issued a Request for Proposals for Community Visual Identity Design ("RFP") seeking proposals from qualified creative design firs to design a visual identity system for the Village and select taxing entities and community groups; and WHEREAS, in response to the RFP, the Consultant submitted a Community Visual Identity Design Proposal dated March 6, 2015, as amended April 3, 2015 ("Proposal"), wherein the Consultant represents to have the necessary experience and ability to perform the services desired by the Village; and WHEREAS, following a thorough review and recommendation by Village staff, and based on the representations of the Consultant in the Proposal, the President and Board of Trustees desire to enter into an agreement with Carl Wohlt for Community Visual Identity Design Services, subject to the terms and conditions contained in this Agreement. NOW, THEREFORE, in consideration of the mutual promises set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, it is mutually agreed by and between the Parties as follows: 1. Recitals. The Recitals set forth above are incorporated herein by reference. 2. Scope of Services. The Village retains the Consultant to perform, and the Consultant agrees to perform,the design services as described in the Scope of Services dated April 3, 2015 attached hereto as Exhibit A ("Services"). The Village shall not be responsible for Consultant's safety or the means, methods, techniques or procedures the Consultant elects to use to complete the Services. 3. Term and Termination. This Agreement shall be effective as of the date this Agreement is signed by all Parties. The Agreement shall be valid for a period of one (1) year, unless earlier terminated by either Party as provided herein. The Village or the Consultant may terminate this Agreement at any time upon 30 days prior written notice ("Termination Notice")to the other Party. In the event this Agreement is so terminated, the Consultant shall be paid for Services rendered through the date of Termination. 1 4. Compensation. Consultant shall perform the Services for a fixed rate of twenty- eight thousand one hundred dollars ($28,100.00). The Village shall not be required to reimburse Consultant for any costs or expenses in excess of the fixed rate of twenty-eight thousand one hundred dollars ($28,100.00) unless approved such costs or expenses are approved in writing by the Village prior to Consultant incurring said cost or expense. 5. Invoices and Payment. On or about the first day of each calendar month, the Consultant shall submit to the Village an invoice supported by one copy each of all payrolls, vendors' invoices, expense reports, and any other documentation necessary to substantiate the invoiced amount. The Local Government Prompt Pay Act, 50 ILCS 505/1, shall apply to payment of all invoices. 6. Warranty of Services. The Consultant warrants that the 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 of the Proposal. This warranty shall be in addition to other warranties expressed in this Agreement, or expressed or implied by law. 7. Indemnification. For purposes of the indemnification requirements, the following terms shall have the meanings set forth below: The "Consultant" means and includes Carl Wohlt, wohltgroup, and all of his and its employees, agents,assignees,affiliates,subsidiaries,and subcontractors, and their respective servants,agents and employees; and "Loss" means any and all loss, damage liability or expense of any nature whatsoever, whether incurred as a judgment, settlement, penalty, fine or otherwise (including attorneys' fees and the cost of defense). For purposes of this Agreement, the Consultant hereby agrees to indemnify, defend and hold harmless the Village, its employees and agents from any and all "Loss" where "Loss" is caused or incurred or alleged to be caused or incurred in whole or in part as a result of the negligence or other actionable fault of the Consultant. It is agreed as a specific element of consideration of this Agreement that this indemnity shall apply notwithstanding the joint, concurring or contributory or comparative fault or negligence of the Village or any third party and, further notwithstanding any theory of law including, but not limited to, a characterization of the Village's or any third party's joint, concurring or contributory or comparative fault or negligence as either passive or active in nature; provided, however, that the Consultant's obligation hereunder shall not include amounts attributable to the fault or negligence of the Village. Nothing in this section shall be deemed to impose liability on the Consultant to indemnify the Village for loss when the Village's negligence or other actionable fault is the sole cause of loss. 8. Insurance. Contemporaneous with execution of this Agreement, the Consultant shall provide the Village with certificates and policies of insurance, including, without limitation, 2 comprehensive general liability, automobile liability, and professional liability, all with coverages and limits acceptable to the Village. The Village and its elected and appointed officials, officers, employees, and agents shall be named as additional insureds on any such insurance. Consultant shall similarly shall cause each subcontractor employed by Consultant to purchase and maintain insurance of the type specified above. When requested by the Village, Consultant shall furnish copies of certificates and policies of insurance evidencing coverage for each subcontractor. For good cause shown, the Village may extend the time for submission of the required policies of insurance upon such terms, and with such assurances of complete and prompt performance, as the Village may impose in the exercise of its sole discretion. Such insurance shall provide that no change, modification in, or cancellation of any insurance shall become effective until the expiration of 30 days after written notice shall have been given by the insurance company to the Village. The Consultant shall, at all times during the term of this Agreement, maintain and keep in force, at the Consultant's expense, the insurance coverages. 9. Village Cooperation. The Village agrees to cooperate with the Consultant in the performance of the Services, including meeting with the Consultant and providing the Consultant with such information that the Village may have that may be relevant and helpful to the Consultant's performance of the Services. 10. Ownership of Documents. Designs,drawings, plans,specifications, photos, reports, information, observations, calculations, notes, and any other documents, data, or information, in any form, prepared, collected, or received by the Consultant in connection with any or all of the Services to be performed under this Agreement (the "Documents") shall be and remain the exclusive property of the Village. At the Village's request, or upon termination of this Agreement, the Documents shall be promptly delivered to the Village, including electronic and C.A.D versions of deliverables. 11. No Infringement. The Consultant warrants that all visual identity design concepts, including but not limited to graphics, logos, taglines, renderings, and any parts or components thereof (collectively, "Visual Identity Design Concepts") provided to the Village as a part of the Services, will not infringe on any copyrights, trademark rights, patent rights, trade secrets or other rights of any third party. The Consultant agrees to indemnify, defend and hold Village harmless from and against any loss, cost, damage, liability, or expense (including attorney's fees and other reasonable litigation expenses) suffered or incurred by Village in connection with any such infringement claim by any third party. Consultant further warrants that if the Village is enjoined from using any Visual Identity Design Concepts due to an actual or claimed infringement of any patent, trademark, or copyright or other property right or for any other reason, then at Consultant's option, Consultant shall promptly either: (i) procure for the Village, at Consultant's expense, the right to continue using the Visual Identity Design Concepts; or (ii) replace or modify the Visual Identity Design Concepts, at Consultant's expense, so that the Visual Identity Design Concepts become non-infringing. 12. Relationship of the Parties. The Consultant shall act as an independent contractor in providing and performing all Services. Nothing in, or done pursuant to, this Agreement shall be 3 construed to (1) create the relationship of principal and agent, employer and employee, partners, or joint venturers between the Village and the Consultant; or (2) create any relationship between the Village and any subcontractor of the Consultant. The Consultant shall take direction solely and directly from the Village. 13. Conflict of Interest. The Consultant represents and certifies that, to the best of its knowledge, (1) no Village employee or agent is interested in the business of the Consultant or this Agreement; (2) as of the date of this Agreement neither the Consultant nor any person employed or associated with the Consultant has any interest that would conflict in any manner or degree with the performance of the obligations under this Agreement; and (3) neither the Consultant nor any person employed by or associated with the Consultant 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. 14. No Collusion. The Consultant represents and certifies that (1) the Consultant is not barred from contracting with a unit of state or local government as a result of(a) a delinquency in the payment of any tax administered by the Illinois Department of Revenue unless Consultant 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., 65 ILCS 5/11- 42.1-1 et seq.; or (b) a violation of either Section 33E-3 or Section 33E-4 of Article 33E of the Illinois Criminal Code of 1961, 720 ILCS 5/33E-1 et seq.; (2) only persons, firms, or corporations interested in this Agreement as principals have been those disclosed to the Village prior to the execution of this Agreement; and (3) this Agreement is made by the Consultant without collusion with any other person, firm, or corporation. If at any time it shall be found that the Consultant has, in procuring this Agreement, colluded with any other person, firm, or corporation, then the Consultant 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. 15. Sexual Harassment Policy. The Consultant certifies that it has a written Sexual Harassment Policy in full compliance with 775 ILCS 5/2-105(A)(4). 16. Non-Discrimination. In all hiring or employment by the Consultant pursuant to this Agreement, there shall be no discrimination against any employee or applicant for employment because of age, race, gender, creed, national origin, marital status, or the presence of any sensory, mental, or physical handicap, unless based upon a bona fide occupational qualification. The Consultant agrees that no person shall be denied, or subjected to discrimination in receipt of the benefit of any services or activities made possible by, or resulting from, this Agreement. 17. Freedom of Information Act. The Consultant agrees to furnish all documentation related to the RFP, the Proposal, the Agreement, and any documentation related to the Village required under an Illinois Freedom of Information Act (ILCS 140/1 et. seq.) ("FOIA") request within five (5) days after Village issues notice of such request to the Consultant. Consultant agrees to defend, indemnify and hold harmless the Village, and agrees to pay all reasonable costs connected therewith (including, but not limited to reasonable attorney's and witness fees, filing fees and any 4 other expenses) for the Village to defend any and all causes, actions, causes of action, disputes, prosecutions, or conflicts arising from the Consultant's, actual or alleged violation of the FOIA or the Consultant's failure to furnish all documentation related to a request within five (5) days after Village issues notice of a request. Furthermore, should the Consultant request that Village utilize a lawful exemption under FOIA in relation to any FOIA request thereby denying that request, the Consultant agrees to pay all costs connected therewith (such as reasonable attorneys' and witness fees, filing fees and any other expenses) to defend the denial of the request. The defense shall include, but not be limited to, challenged or appealed denials of FOIA requests to either the Illinois Attorney General or a court of competent jurisdiction. Consultant agrees to defend, indemnify and hold harmless the Village, and agrees to pay all costs connected therewith (such as reasonable attorneys' and witness fees, filing fees and any other expenses) to defend any denial of a FOIA request by the Consultant's request to utilize a lawful exemption to the Village. 18. Amendment. No amendment or modification to this Agreement shall be effective unless and until such amendment or modification is in writing, properly approved in accordance with applicable procedures, and executed by both the Village and the Consultant. 19. Assignment. This Agreement may not be assigned by the Village or by the Consultant without the prior written consent of the other Party. 20. Binding Effect. The terms of this Agreement shall bind and inure to the benefit of the Parties hereto and their agents, successors, and assigns. 21. Notice. All notice required or permitted to be given under this Agreement shall be in writing and shall be (i) personally delivered, or (ii) delivered by a reputable overnight courier, (iii) delivered by certified mail, return receipt requested, and deposited in the U.S. Mail, postage prepaid, (iv) by telecopy. Telecopy notices shall be deemed valid only to the extent that they are actually received by the individual to whom addressed and followed by delivery of actual notice in the manner described in either (i), (ii) or (iii) above within three business days thereafter at the appropriate address set forth below. Notices and communications to the Village shall be addressed to, and delivered at, the following address: Village of Lemont Attn: Village Administrator 418 Main Street Lemont, Illinois 60439 Notices and communications to the Consultant shall be addressed to, and delivered at, the following address: 5 Carl Wohlt Wohltgroup 200 East 5th Avenue, Number 318 Naperville, Illinois 60563 22. No Third Party Beneficiaries. No claim as a third party beneficiary under this Agreement by any person, firm, or corporation other than the Consultant shall be made, or be valid, against the Village. 23. Severability. 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. 24. Entire Agreement. This Agreement constitutes the entire agreement between the Parties and supersedes any and all previous or contemporaneous oral or written agreements and negotiations between the Village and the Consultant with respect to the Proposal and the Services. 25. Waiver. No waiver of any provision of this Agreement shall be deemed to or constitute a waiver of any other provision of this Agreement (whether or not similar) nor shall any such waiver be deemed to constitute a continuing waiver unless otherwise expressly provided in this Agreement. 26. Exhibits. Exhibit A is attached to, and by this reference, incorporated in and made a part of this Agreement. In the event of a conflict between an Exhibit and the text of this Agreement, the text of the Agreement shall control. 27. 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 such rights, remedies, and benefits allowed by law. 28. Effective Date. This agreement shall be binding on the Parties and effective only as of the date fully executed by both Parties. 29. No Waiver of Tort Immunity. Nothing contained in this Agreement shall constitute a waiver by the Village of any right, privilege or defense available to Village under statutory or common law, including, but not limited to, the Illinois Governmental and Governmental Employees Tort Immunity Act, 745 ILCS 10/1-101 et seq., as amended. 30. Governing Law and Jurisdiction. The Village and Consultant agree that this Agreement and any legal actions concerning its validity, interpretation and performance shall be governed by the laws of the State of Illinois without regard to any conflict of laws provisions, 6 which may apply the laws of other jurisdictions. It is further agreed that any legal action between the Village and Consultant arising out of this Agreement or the performance of the Services shall be brought in a court of competent jurisdiction in the County of Cook, State of Illinois. 31. Compliance with Laws. Consultant shall comply with all applicable laws, regulations and rules promulgated by any federal, state, local, or other governmental authority or regulatory body pertaining to all aspects of the performance of the Services under this Agreement, now in effect, or which may become in effect during the performance of the Services. The scope of the laws, regulations, and rules referred to in this paragraph includes, but is in no way limited to, the Americans with Disabilities Act, Illinois Human Rights Act, Illinois Equal Pay Act of 2003, Illinois Drugfree Workplace Act, Occupational Safety & Health Act along with the standards and regulations promulgated pursuant thereto (including but not limited to those safety requirements involving work on elevated platforms), all forms of traffic regulations, public utility, Interstate and Intrastate Commerce Commission regulations, Workers' Compensation Laws, Public Construction Bond Act, Prevailing Wage Laws, Public Works Preference Act, Employment of Illinois Workers on Public Works Act, USA Security Act, federal Social Security Act (and any of its titles), and any other law, rule or regulation of the Illinois Department of Labor, Department of Transportation, Illinois Environmental Protection Act, Illinois Department of Natural Resources, Illinois Department of Human Rights, Human Rights Commission, EEOC, and the Village of Lemont. 32. Acknowledgement. The undersigned hereby represent and acknowledge that they have read the foregoing Agreement, that they know its contents, and that in executing this Agreement they have received legal advice regarding the legal rights of the party on whose behalf they are executing this Agreement, and that they are executing this Agreement as a free and voluntary act and on behalf of the named parties. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date last set forth below. VILLAG ��' LEMONT CONSULTANT -rte By: CARL WOHLT Its: "kat_ Attest: Attest `f�. �.. /! ./' Name: Its: Weeove- Date: 411Z 43 I,�../ 01,/5 Date: 7 04.03.15 Attachment A Scope of Services Changes and Additions The following scope of services outlines a two phase visual identity development process. to the Scope of Services This approach aligns with the scope outlined in the Village's Request for Proposals with Requested in the Village's two exceptions. Request for Proposals The first is a day of interviews with members of the Brand Development Team and/ or other key stakeholders identified by Staff.The goal of the interviews is to collect information that might help to guide the identity's concept development. The second addition includes presentations of preliminary visual identity concepts to focus groups comprised of the four service and community groups(Village of Lemont, Lemont Township, Lemont Park District and Lemont Chamber of Commerce)and/or other key stakeholders to solicit feedback and guidance. These two modifications are included in the following scope of services Phase 1: Task 1:Initiate Project Preliminary Concept To initiate the project,the wohltgroup Team will meet with Village staff to confirm the Development scope of services,exchange background information,agree upon project responsibilities and key delivery dates. Task 2: Interview Brand Development Team Members Based on a schedule created by the Village of Lemont,the wohltgroup Team will interview Brand Development Team members over the course of a single day. Each interview would ideally include no more than two participants.The goal of the interviews is to facilitate overall project orientation as efficiently as possible, and to gain a better understanding of Lemont's brand analysis and positioning endeavors that have preceded this project. Task 3:Audit Existing Key Communications The wohltgroup team will collect and review electronic copies of existing key communications to which the new visual identity system will ultimately be applied.The collected materials will be incorporated into future presentations to help validate the potential effectiveness each identity concept under consideration. Task 4:Review Peer Community Identities The wohltgroup Team will review the identities employed by up to five"peer"communities. This analysis will help to help to ensure proposed identity concepts are clearly differentiated from peers and potential competitors. Task 5:Develop Preliminary Identity Concepts Using information gathered in the interviews,the audit of existing communications and other background research,the wohltgroup team will develop no fewer than three preliminary identity concepts and taglines. Each concepts will be applied to a variety of communications identified in the RFP(including business'stationery and cards, banners, vehicles,water towers and basic signage)to help validate the potential effectiveness of each option. The concepts will also include proposed naming and identity protocols for the four service and community groups(Village of Lemont, Lemont Township, Lemont Park District and Lemont Chamber of Commerce)that illustrate how their logos might be integrated into the new Lemont master brand identity. Task 6:Conduct Brand Steering Committee Workshop The wohltgroup Team will present the proposed concepts to the Brand Steering Committee in a workshop setting.The goal of this meeting is to solicit feedback and guidance from Staff in advance of the focus group presentations and, ultimately,the first major presentation of concepts to the Brand Development Team. Task 1:Conduct Focus Group Review The wohltgroup Team will refine the preliminary concepts based on feedback received from the Steering Committee.Approximately one week after the Steering Committee workshop, the wohltgroup Team will conduct presentations over the course of a single day to focus groups comprised of the four service and community groups(Village of Township, Lemont Park District and Lemont Chamber of Commerce)and/or other key stakeholders. Task 8:Conduct Brand Development Team Workshop Based on the feedback received from the Steering Committee and the focus groups,the wohltgroup Team will continue to refine the three preliminary concepts.Approximately one week after the focus group presentations,the refined concepts will be presented to the Brand Development Team in a workshop setting.At the conclusion of the workshop, no more than two of the concepts will be selected for further refinement. Task 9:Prepare Project Summary Presentation Approximately one week after the Brand Development Team workshop,the wohltgroup Team will prepare a slide show that summarizes the project's progress to date that can be used by the four participating service and community groups to update their respective members and boards. Phase 1 Deliverables: • Peer community identities review summary memorandum • No fewer than three preliminary design concepts • Steering Committee workshop slide presentation Phase 2: Task 1:Refine Selected Concepts Final Design Based on feedback received from the Steering Committee,the Brand Development Team, the wohltgroup Team will continue to refine the selected concepts. Task 2:Conduct Brand Development Team Workshop The refined concepts will be presented to the Brand Development Team in a workshop setting.At the conclusion of the workshop, a single preferred concept will be selected for final design refinements. Task 3:Finalize Selected Concept Based on feedback received from the Brand Development Team,the wohltgroup Team will refine and finalize the preferred concept. Task 4:Conduct Village Board Presentation* Approximately one week after the Brand Development Team workshop,the wohltgroup Team will conduct a slide presentation to update the Village Board on progress to date and to introduce the preferred concept. Task 5:Prepare Final Artwork and Graphic Standards Document Based on additional feedback received from the Village Board,the wohltgroup Team will make additional refinements to the preferred concept and prepare a style guide that illustrates graphic standards and rules to ensure consistency and continuity across applications and entities.The guide will include logo,tagline,color palette,typography, and usage standards with sample identity applications. In addition,the guide will clearly describe the elements/standards required when creating future entity logos outside of the scope of this project. Phase 2 Deliverables: • Brand Development Team workshop slide presentations • Village Board slide presentation • Partner agency slide presentations(upon request) • Vector-based original art files for es or logo design,entity logos,tagline and all variant logos in applicable color and design formats • High resolution copies of logo design,entity logos,tagline and all variant logos in applicable color and design formats • Renderings of identified applications of the selected logo and entity logos, including business stationery and cards, banners,vehicles,water towers, basic signage,etc. • Electronic version of the final graphic standards document *Additional presentations to partnering agencies will be given at the request of the Village of Lemont at a cost of$300 per presentation.