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Home My WebLink About2009-014 Visitors Bureau - The Hyland Group - Sales Representation Agreement~~ THE HYLAND GROUP/ CHAPEL HILL/ORANGE COUNTY VISITORS BUREAU SALES REPRESENTATION AGREEMENT This AGREEMENT, is entered into by and between THE HYLAND GROUP with its principal offices at 1911 North Fort Myer Drive, Suite 505, Arlington, Virginia 22209, and ORANGE COUNTY, NORTH CAROLINA for and on behalf of the CHAPEL HILL/ORANGE COUNTY VISITORS BUREAU, with its principal office at 501 West Franklin Street, Chapel Hill, North Carolina 27516, (hereinafter referred to as the "CLIENT"). WHEREAS, THE HYLAND GROUP is an organization that represents meeting/convention destinations with the purpose of generating business for the rneeting/conventiondestlnations. WHEREAS, the CLIENT desires THE HYLAND GROUP to act as its national sales representative to generate business for the CLIENT in the national association, corporate, government, and other related group markets; and WHEREAS, THE HYLAND GROUP desires to be the CLIENT'S national sales representative for such purposes; NOW, THEREFORE, in consideration of the mutual covenants, promises, obligations and conditions contained herein, and other consideration, the adequacy and sufficiency of which is hereby acknowledged, the parties hereto agz•ee as follows: PURPOSE The purpose of this AGREEMENT is to authoz•ize THE HYLAND GROUP to act as the CLIENT'S national sales representative in the national association, corporate, goverzzment, and related group markets. THE HYLAND GROUP will represent the CLIENT and endeavor to generate group business for the CLIENT. THE HYLAND GROUP will direct its national sales representation efforts from both THE HYLAND GROUP'S Washington, DC (Arlington, Virginia) and Chicago offices. 2. MARKETING MATERIALS The CLIENT agrees to supply both offices of THE HYLAND GROUP with an ample supply of convention brochures and video presentations, if available, and any other relevant sales collateral available, in order to allow THE HYLAND GROUP to market the CLIEN'i''S facilities and capabilities. 3. PRODUCTIVITY REPORTS At the end of each quarter THE HYLAND GROUP shall provide the CLIENT with a productivity report that shall detail all leads sent to the CLIENT, including the status of each lead, and an indication as to whether each lead is definite, pending, or lost. 4. CONFIDENTIALITY 4.1 The Hyland Group Financial Arran ement The Hyland Group understands and agrees that the CLIENT is subject to the North Carolina General Statutes pertaining to open records and that the CLIENT shall comply with all applicable open records laws.. 5. REMUNERATION 5.1 Retainer In addition to all other remuneration payable to THE HYLAND GROUP under this AGREEMENT, the CLIENT agrees to pay THE HYLAND GROUP a monthly retainer of $1800 which shall be payable the first week of each month following the execution of this AGREEMEN`T'. There is also a one time start up fee equal to the first month's retainer payment of $ i 800 to cover start up costs incuY•red by THE HYLAND GROUP. The CLIENT agrees to pay THE HYLAND GROUP a pro rata share of the monthly retainer for all incomplete months that this AGREEMENT is effective. 6. DURATION This agreement is effective as of April 1, 2009 and shall continue in effect far one year following the effective date. After the conclusion of the first year the agreement may be renewed with the mutual written consent of both parties. 7. SALES APPOINTMENTS "the Hyland Group is unable to fill appointments schedules for visiting salespeople. However, given advance notice we will call accounts with whom we have active leads for your destination and attempt to secure appointments on your behalf. We are unable to provide this service during a week that has an industry trade show/event. 8. FAMILIARIZATION TRIPS AND SPECIAL EVENTS THE HYLAND GROUP will, from time to time, arrange familiarization trips in which THE HYLAND GROUP visits the CLIENT with potential customers. THE HYLAND GROUP also will, from time to time, arrange special marketing events such as receptions and luncheons, etc. 9. MISCELLANEOUS a. Entire Agreement: This AGREEMENT constitutes the sole and flnai agreement of the parties hereto relating to the matters covered herein and correctly sets forth the rights, duties, and obligations of each to the other. Any prior agreements, promises, negotiations or representations not expressly set forth in this AGREEMENT are of no force and effect. Any modification or amendment hereto shall be of no force and effect unless made in writing and signed by each of the parties hereto. b. Waiver: No waiver of any provisions, oa• of any default or breach or any provisions of this AGREEMENT shall be deemed to constitute a waiver of any other provision. Such waiver shall not be construed as a waiver of any prior or subsequent breach of default. c. Changes in CLIENT'S Ownership and/or Management: Client is a local government within the State of North Carolina. d. Authority: The parties executing this AGREEMENT represent and warrant that each has full right, power and authority to enter into this AGREEMENT and that no other person, individual, or entity, need approve this AGREEMENT to render it effective and binding as intended. e. Choice of Law and Exclusive Venue: All questions concerning the validity, interpretation or performance of any of this AGREEMENT'S terms or provisions or any rights or obligations of the parties hereto shall be governed by and resolved in accordance with the substantive laws of the State of North Carolina, including any conflicts of law, rules or principle that might refer to the substantive law of another jurisdiction. t: Notice: Any notice given or request made hereunder by either party to the other shall be in writing and may be affected by registered mail, return receipt requested, addressed by such part to the other at the addresses here and above given. g. Remedies far Breach of this Agreement: Any remedy conferred by any specific provision of this AGREEMENT shall be cumulative of and in addition to any other remedy now or hereafter existing at law, inequity, by statute or otherwise. The election of one or more remedies by either.party shall not constitute a waiver of the right to pursue any other available remedy. h: Construction: in case any one or more of the provisions contained in this AGREEMENT is for any reason held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof, and this AGREEMENT shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. i. Relationship of Parties. THE HYLAND GROUP is an independent contractor of the CLIENT. THE HYLAND GROUP represents that it has or will secure, at its own expense, all personnel required in performing the services under this Agreement. Such personnel shall not be employees of or have any contractual relationship with the CLIENT. All personnel engaged in work under this Agreement shall be fully qualified and shall be authorized or permitted under state and local law to perform such services. It is further agreed by THE HYLAND GROUP that he shall obey all State and Federal statutes, rules and regulations which are applicable to provisions of the services called for herein. Neither THE HYLAND GROUP nor any employee of the THE HYLAND GROUP shall be deemed an officer, employee or agent of the CLIENT. j. Insurance Requirements. THE HYLAND GROUP shall obtain, at his sole expense, all insurance as required by the County's Risk Manager and shall not commence work until such insurance is in effect and certification thereof has been received by the County's Risk Manager. Such insurance shall name the County as Additional Insured under both General Liability and Auto Liability policies. k. Indemnification. THE HYLAND GROUP agrees to defend, indemnify, and hold harmless the County, for all loss, liability, claims or expense (including reasonable attorney's fees) arising from bodily injury, including death or property damage, to any person or persons caused in whole or in part by the negligence or misconduct of the THE HYLAND GROUP, except to the extent same are caused by the negligence or willful misconduct of the CLIENT. It is the intent of this section to require TIIE I-IYLAND GROUP to indemnify the CLIENT to the extent permitted under North Carolina law. 4 IN WITNESS WHEREOF, the parties have executed this AGREEMENT. THE I-LI~.AND GROUP / J Peter . Hylan , re ' ~ ent Date The Hyland Group O afc~, l~-~. V erie P. Foushee, C air Board of Commissioners ~1- ~ - a 9 Date This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscai Control Act. ~, , /