Loading...
HomeMy WebLinkAbout2009-054 EDC - Visitors Bureau - Professional Services Agreement-Marketing By Jennings & Co for Visitors Bureau~ ~ Please return this copy to -Clerk to the Board's office for PAF PROFESSIONAL SERVICES AGREEMENT ~ ~ l ~fq~ ~q ~` ~• FOR MARKETING COMMUNICATIONS MANAGEMENT vJ /'~/ I `f"" This Agreement, effective the first day of July 2009 and ending the last day June 2010 by and between Jennings & Company, 104 A North Elliott Road, Chapel Hill, North Carolina 27514, ("Agency") and The County of Orange, on behalf of the Chapel Hill/Orange County Visitors Bureau (CHOCVB), 501 West Franklin Street, Chapel Hill, NC, 27516 ("Client"). WITNESSETH THAT: WHEREAS, Agency is in the business of providing professional services in the areas of marketing, advertising and other communications services and desires to perform such services for Client, and WHEREAS, Client desires to engage Agency to perform these communication services for Client, NOW, THEREFORE, the parties hereby agree and bind themselves as follows: ARTICLE I RETAINING AGENCY Client hereby retains Agency to serve as the Marketing Communications Agency for the product or service noted above and outlined in the RFP (Request for Proposal) that the CHOCVB issued, and Agency hereby accepts such relationship and agrees to carry out the communications function and to use its professional talent and expertise to promote Client's product or service to the best of its ability. ARTICLE II DUTIES OF AGENCY 2.01 Agency shall select or advise the client on the different kinds of advertising to use. However, it is expressly understood that Client must approve any and all media schedules prior to Agency agreeing to any such schedule on Client's behalf. 2.02 Agency shall be primarily responsible for developing the concept and design of advertising, web design and other marketing communications assignments deemed necessary by Client. 2.03 Agency shall produce or arrange for the production of advertising. Agency shall cause the production to be completed in a finished and usable form for the media being employed. 2.04 Agency and Client shall determine prior to approving an annual media schedule which advertising shall be placed by the Agency on radio or television stations or in newspapers, magazines or other media and which media shall be placed by Client. 2.05 As assigned, the Agency shall develop and implement public relations services and conduct or coordinate market research on behalf of the Client. 2.06 Agency shall assign an Account Executive to service the Account. The Account Executive shall be available to the Client on a regular and reasonable basis for conferences. 2.07 Agency management shall meet with the Client on a basis deemed mutually agreeable by the Client and the Agency. 2.08 Agency will oversee brand execution and website development on behalf of Client. Agency shall be responsible for managing and procuring search engine optimization programs and services on behalf of Client. 2.09 Agency will refrain from making public statements regarding Client, and refer any and all inquiries from media to CHOCVB. 2.10 Agency will seek final direction and guidance on all work related to this Agreement from CHOCVB. ARTICLE III CLIENT DUTIES 3.01 Client shall make available to Agency the staff members and other resources necessary for Agency to fulfill its obligations on a reasonable basis. 3.02 Client shall review materials submitted by Agency in a timely manner and, upon approval, will sign off on all plans and materials. This written approval acknowledges that Client assumes final responsibility for content and proofing. ARTICLE IV AGENCY COMPENSATION 4.01 Agency is to be remunerated by Client by a combination of a monthly account management fee (AMF), media commissions and hourly charges. A fee of $3,000 per month shall be paid as the AMF. The account management fee is billed at the beginning of each month for which the services are performed. The account management fee is compensation for the overall management of the account; including strategic planning, reports writing, client and staff conferences, and documentation of activities, budget planning and budget monitoring. 4.02 As to advertising concepting and production, public relations activities and market research, each job shall be the subject of a written estimate that shall be approved prior to Client incurring any costs for any such job or service performed under this Section 4.02. Such services are invoiced at the end of each month on an in-progress basis. The balance is billed upon completion of the job. 4.03 Any development and/or provision of tangible personal property to Client by Agency will be the subject of separate agreement and is to be agreed upon by Client prior to Client incurring any costs for the development and/or provision of tangible personal property. 4.04 If products and services are purchased on behalf of Client, and Client has approved the purchase of any such product and service, then Client will be billed at Agency's cost with a 15% mark-up or commissions. These include: media space and time, purchase of printing services, custom and stock photography, free-lance illustration, stats, color separations, broadcast/audio/video production, laboratory and processing services. Agency shall be paid at cost for travel and other out-of-pocket expenses directly related to the Account Management and to individual jobs with prior approval from client. 4.05 Any media wherein Agency is liable for the payment of same for Client's account shall be paid for by the Client in full prior to the closing date for such media provided that the media purchase was approved by Client in advance of Agency incurring costs for any such media. 4.06 Agency bills by invoice. Payment is due within 30 days from date of invoice and past .due after 31 days. A service charge of 1.5% per month (18% per annum) will be charged on amounts outstanding past 30 days. 4.07 Agency shall not receive any commissions for the placement or purchase of media that has been purchased by Client prior to the term of this Agreement and in accordance with previous commitments made by client. 4.08 The amount expended in pursuant to this Agreement shall not exceed the planned budget of $310,000. ARTICLE V TERM AND TERMINATION 5.01 This Agreement shall be effective for a period of twelve (12) months from the date first appearing above. This Agreement may be renewed for two (2) successive one (1) year terms if such renewal is agreed upon by the parties in writing prior to the expiration of the initial one (1) year term. This Agreement may be amended, modified and extended by the mutual written consent of the Client and Agency. 5.02 During the initial or any renewal Term, both Client and Agency shall be entitled to terminate this agreement upon sixty (60) days prior written notice to the other. 5.03 Upon termination of this Agreement for any reason Client's files and property held by Agency shall be returned to Client. 5.04 Client may suspend or cancel any advertising space or time, mechanicals, sales promotions or merchandising job after preparation of same has begun by Agency, provided, however, that Client shall reimburse Agency for all completed stages of production and all cancellation charges which may be assessed Agency by the Media, such as short rate reflecting frequency discounts or printing preparation charges. However, Client may suspend or cancel any advertising space or time, mechanicals, sales promotions or merchandising job after preparation of same has begun by Agency without Client reimbursing Agency for any costs whatsoever for any completed stages of production or cancellation charges if the advertising space or time, mechanicals, sales promotions or merchandising job was not approved by Client under the terms of this Agreement. Client shall also reimburse Agency for all labor charges expended in pursuit of authorized assignments not completed at the time of cancellation, including outside charges such as typesetting, photography, press time, etc. ARTICLE VI SPECIAL PROVISIONS 6.01 All written notices shall be deemed given when deposited in the United States mail, postage prepaid, addressed to the other party at the address set forth in the preamble of this agreement, or at such other address as has been communicated to the other party in writing. 6.02 Client agrees to indemnify Agency from and hold it harmless against any and all losses, claims, damages, expenses or liabilities which Agency may incur based on any information and data concerning Client or its products/services, provided the advertising or promotional material involved in such losses, claims, damages, expenses or liabilities has been approved by Client for publication. And agency agrees to indemnify Client and hold it harmless against any and all losses, claims, damages, expenses or liabilities which Client may incur, including reasonable attorneys fees, based on any information and data concerning Client or its products/services that Client has not approved, in writing, for publication or dissemination. 6.03 No provision or clause of this Agreement shall be deemed modified, altered, deleted, released or waived except by a writing signed by each of the parties hereto. 6.04 Governing Law. The nature, validity, and effect of this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of North Carolina. 6.05 Entire Agreement. This Management Agreement constitutes the entire agreement between the parties hereto and no modification hereof shall be effective unless made by a supplemental agreement in writing executed by all of the parties hereto. 6.07. Inventions. Any and all logos, marks, brands, literature, inventions, copyrights, discoveries, developments and innovations conceived by the Agency relating to the. duties under this Agreement shall considered "works for hire" and shall be the exclusive property of the Client; and the Agency hereby assigns all right, title, and interest in the same to the Client. Following the expiration of the term of this Agreement, Client shall have the right to use any and all materials created by Agency on behalf of Client pursuant to this Agreement in future promotional or marketing endeavors and Agency shall not receive any commissions or other compensation on the use and/or publication of any such materials. 6.08 The Agency shall operate as an independent contractor, and the Client shall not be responsible for any of the Agency's acts or omissions. The Agency and its employees and agents shall not be treated as an employee(s) with respect to the services performed hereunder for federal or state tax, unemployment or workers' compensation purposes. The Agency understands that neither federal, nor state, nor payroll tax of any kind shall be withheld or paid by the County on behalf of the Agency or the employees of the Agency. The Agency further agrees that the Agency is fully responsible for the payment of any and all taxes arising from the payment of monies under this Agreement. The Agency shall not, nor shall any of its agents or employees, be treated as an employee with respect to the services performed hereunder for purposes of eligibility for, or participation in, any employee pension, health, or other fringe benefit plan of the Client. The Agency shall supply, at its sole expense, all equipment, tools, materials, and supplies required to provide the contracted services unless otherwise agreed in writing. The Agency shall comply with all federal, state and local laws regarding business permits, certificates and licenses that may be required to carry out the services to be performed under this Agreement. The Agency shall insure that all personnel engaged in work under this Agreement shall be fully qualified and shall be authorized under state and local law to perform the services under this Agreement. 6.09 Agency shall secure and maintain insurance in amounts required by and acceptable to the Orange County Risk Manager including but not limited to general liability, automobile, workers compensation. 6.10 Confidentiality. Agency acknowledges that Client's records are subject to public disclosure upon request made to the Client. However, Client, and not the Agency shall make any and all disclosures of records relating to this Agreement. Any and all requests Agency receives for the disclosure of information relating to this Agreement shall be immediately forwarded to Client. Agency acknowledges that during the term of this Agreement it will have access to and become acquainted with various inventions, reports, innovations, processes, information, records and specifications owned by Client and/or used by the Client in connection with Client's operations including, without limitation, the Client's data, processes, methods, and procedures. Agency agrees that it will not disclose any of the aforesaid, directly or indirectly, or use any of them in any manner, either during the term of this Agreement or at any time thereafter, except as required in the course of this Agreement with the Agency. All files, records, documents, specifications, information, letters, notes, media lists, original artwork/creative, notebooks, and similar items relating to the Client, whether prepared by the Agency or otherwise coming into its possession, shall remain the exclusive property of the Client. Whenever requested by the Client, the Agency shall immediately deliver to the Client all such files, records, documents, specifications, information, and other items in its possession or under is control. Agency shall keep confidential all discussions, conversations and planning sessions held with Client. The covenants contained in this Section 6.08 shall survive for a term of two (2) years following the termination of this Agreement. IN WITNESS WHEREOF, the parties hereto have cause this instrument to be duly executed by their duly authorized officers where applicable and sealed as of the date first above written. FOR AGENCY FOR CLIENT Jennings & Company Chapel Visito Bureau By: By: ~ l Paige Jennings Zinn, Chief Operating Officer Paolicelli, Executive Director ~' Hill/Ora Cou ` I~ ~ ~~~ ~' La ie Orange Co~i.t.~r, ar lina By: ~ L Valerie P. Foushee, Chair Orange County Board of in the manner Government Budget and Control Act." Services ORANGE COUNTY FINANCE DIRECTOR: "This instrument has been pre-audited required by the Local Gary Humphre s Orang Coun y Director of Financial Fiscal DATE: J~ 'LO ~L~~ Revised 5/09