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HomeMy WebLinkAbout2011-406 Coop Ext - The Splinter Group, Inc. for Brand Development Strategic Direction, logo, slogan etc. FEB-02-1996 06:47 P.02i13 /n yw X., co [Departmental Use Only] TITLE SplinterGroup FY 2011 NORTH CAROLINA SERVICES AGREEMENT UNDER$90,000.00 ORANGE COUNTY This Services Agreement(hereinafter"Agreement"), made and entered into this January 27, 2011, ("Effective Date") by and between Orange County, North Carolina a body politic and corporate of the State of North Carolina (hereinafter, the "County") and The Splinter Group, Inc., a North Carolina Corporation with its principal place of business in Carrboro, Orange County, North Carolina, (hereinafter, the"Provider"). WITNESSETH: That the County and Provider, for the consideration herein named, do hereby agree as follows: 1. Services a. Scope of Work. i) This Agreement is for services to be rendered by Provider to County with respect to marketing services described in Provider's Proposal attached hereto and incorporated herein as Attachment A. ii) By executing this Agreement, the Provider represents and agrees that Provider is qualified to perform and fully capable of performing and providing the services required or necessary under this Agreement in a fully competent, professional and timely manner. iii) Time is of the essence with respect to this Agreement iv) The services to be performed under this Agreement consist of Basic Services, as described and designated in Section 3 hereof. Compensation to the Provider for Basic Services under this Agreement shall be as set forth herein. 2. Responsibilities of the Provider a. ervices to be provided. The Provider shall provide the County with all services required in Section 3 to satisfactorily complete the Project within the time limitations set forth herein and in accordance with the highest professional standards. b. %nndard.of Care. i) The Provider shall exercise reasonable care and diligence in performing services under this Agreement in accordance with the highest generally accepted standards of this type of Provider practice throughout the United States and in accordance with applicable federal, state and local laws and regulations applicable to the performance of these services. Provider is solely responsible for the professional quality, accuracy and timely completion and/or submission of all work related to the Basic Services. ii) Provider shall be responsible for all errors or omissions in the performance of the Agreement. Provider shall correct any and all errors, omissions, discrepancies, ambiguities, mistakes or conflicts at no additional cost to the County, where such errors, omissions, discrepancies, ambiguities, mistakes or conflicts relate to the information or content provided, created or modified 'by the Provider. Provider's responsibility for correction of errors pursuant to this Section shall not extend to errors, omissions, discrepancies, ambiguities, mistakes or conflicts arising from content or information provided by the County. For the purposes of this section "information or content" shall include text and images appearing on the website. 1 FEB-02-1996 06:47 P.03i13 iii) EXCEPT AS EXPRESSLY PROVIDED ABOVE, PROVIDER MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, WITH RESPECT TO THE SERVICES OR ANY DELIVERABLES PROVIDED HEREUNDER, ALL OF WHICH ARE HEREBY EXPRESSLY DISCLAIMED. FURTHERMORE, NO REPRESENTATIONS OR WARRANTIES ARE MADE AS TO THE EFFICACY OR VALUE OF ANY SERVICES OR DELIVERABLES PROVIDED HEREUNDER, THIS SECTION SETS FORTH THE ONLY WARRANTIES PROVIDED BY PROVIDER CONCERNING THE SERVICES, ANY DELIVERABLES PROVIDED HEREUNDER OR OTHERWISE. County's exclusive remedy for any claim arising out of or relating to this Agreement shall be for Provider, in its sole discretion, upon receipt of written notice, either(a)to use commercially reasonable efforts to cure, at its expense,the matter that gave rise to the claim for which Provider is at fault, or (b) to return to County the fees paid by County to Provider for the particular Service provided that gives rise to the claim. Notwithstanding any provision of this Agreement, Provider shall not be responsible for operator errors, County hardware defects, failure of operating system software or other third party software or products, or any liability or damage resulting from changes or modifications in any deliverables provided hereunder made by any party other than Provider. County shall not at any time allege that the above remedy fails its essential purpose. iv) The Provider shall not, except as otherwise provided for in this Agreement, subcontract the performance of any work under this Agreement without prior written permission of the County. No permission for subcontracting shall create, between the County and the subcontractor, any contract or any other relationship. v) Provider is,an independent contractor of County. Any and all employees of the Provider engaged by the Provider in the performance of any work or services required of the Provider under this Agreement, shall be considered employees or agents of the Provider only and not of the County, and any and all claims that may or might arise under any workers compensation or other law or contract on.behalf of said employees while so engaged shall be the sole obligation and responsibility of the Provider. vi) Provider agrees that Provider, its employees, agents and its subcontractors, if any, shall be required to comply with all federal, state and local antidiscrimination laws, regulations and policies that relate to the performance of Provider's services under this Agreement. vii) Except as otherwise provided for in this Agreement, Provider shall be responsible for all of its own expenses incurred in the performance of the Basic Services, including travel, lodging and meals,fees and expenses of subcontractors, and the cost of any materials or equipment purchased by Provider for the County or for use by Provider specifically to perform the Services. viii) If activities related to the performance of this Agreement require specific licenses, certifications, or related credentials Provider represents that it and/or its employees, agents and subcontractors engaged in such activities possess such licenses, certifications, or credentials and that such licenses certifications, or credentials are current, active, and not in a state of suspension or revocation. 3. Basic Services a. Basic Services. The Services to be rendered pursuant to this Agreement are as follows (fully describe services to be provided): Brand development, strategic direction, logo, slogan/tagline, campaign look & feel, copywriting, printed identity & marketing materials, website design and development, and marketing and public relations support described in Provider's Proposal and attached hereto and incorporated herein as Attachment A.) 2 rCD-lJG-177b U'be4r P.04/13 4. Duration of Services a. Term.. The Commencement Date for the Provider's Basic Services shall be January 27, 2011- Provider shall complete all Basic Services on or before the mutually approved Project Completion Date provided in the Project Schedule. b. Scheduling of Services. i) The Provider shall schedule and perform Basic Services in accordance with the mutually approved Project Schedule. ii) County shall provide timely feedback to all presented designs and concepts. Should the County determine that the Provider is behind schedule, it may require the Provider to expedite and accelerate his efforts, including providing additional resources and working overtime, as necessary, to perform the services in accordance with the approved Project Schedule at no additional cost to the County. iii) Notwithstanding any provision of this Agreement, Provider shall not be liable to County for any delay or failure by Provider to perform the Services that arises from any cause or causes beyond the reasonable control of Provider. 5. Compensation a. Compensation for Basic Services. Compensation for Basic Services shall include all compensation due the Provider from the County far all services under this Agreement except for any authorized Reimbursable Expenses which are defined herein. The maximum amount payable for Basic Services shall not exceed twenty-two thousand Dollars ($22,000). Payment for Basic Services shall become due and payable within thirty (30) days of Provider properly invoicing County. Payment shall be subject to provisions of Section 5(b) and shall be made in accordance with the Project Schedule. b. Disputes. In the event the amount stated on an invoice is disputed by the County, the County may withhold payment of all or a portion of the amount stated on an invoice until the parties resolve the dispute_ Should Provider fail to perform its duties under the terms of this Agreement, County may, without fault or penalty, withhold any payment associated with the work to be performed until such time as said work is completed. C. Change Orders and Additional Services. County shall not be responsible for costs related to any services in addition to the Basic Services performed by Provider unless County requests such additional services in writing and such additional services are evidenced by a written amendment to this Agreement 6. Responsibilities of the County a. Cooperation and Coordination. The County has designated (Noah Ranells) to act as the County's representative with respect to the Project and shall have the authority to render decisions within guidelines established by the County Manager and/or the County Board of Commissioners and shall be available during working hours as often as may be reasonably required to render decisions and to furnish information. 7. insurance a. Contractor represents that it has obtained insurance needed to adequately protect itself during the performance of this Agreement, including but not limited to Worker's Compensation Insurance, Comprehensive General liability and Automobile Insurance. All insurance policies (with the exception of Worker's Compensation and Professional Liability) required under this Agreement shall name the County as an additional insured party. Evidence of such insurance 3 rtd-bd-It"b bb;4d P.05/13 shall be furnished to the County, together with evidence that each policy provides the County with not less than thirty (30) days prior written notice of any cancellation, non-renewal or reduction of coverage. 8. Indemnity a. Indemnity_The Provider agrees to defend, indemnify and hold harmless the County from all loss, liability, claims or expense, including attorney's fees, arising out of or related to the Project and arising from bodily injury including death or properly damage to any person or persons caused in whole or in part by the negligence or misconduct of the Provider except to the extent same are caused by the negligence or willful misconduct of the County. It is the intent of this provision to require the Provider to indemnify the County to the fullest extent permitted under North Carolina law. 9. Amendments to the Agreement a. Changes in Basic Services. Changes in the Basic Services and entitlement to additional compensation or a change in duration of this Agreement shall be made by a written Amendment to this Agreement executed by the County and the Provider. The Provider shall proceed to perform the Services required by the Amendment only after receiving a fully executed Amendment from the County. 10. Termination a. Termination for Convenience"p, County. This Agreement ma��cc,,be terminat b r party upon thirty (30)days prior written notice to the Wavider.04 b. Qgrnpensaton After Termination. i) In the event of termination, the Provider shall be paid that portion of the fees and expenses that it has earned to the date of termination, less any costs or expenses incurred or anticipated to be incurred by the County due to errors or omissions of the Provider. ii) Should this Agreement be terminated, the Provider shall deliver to the County within Seven (7)days, at no additional cost, all deliverables including any electronic data or files relating to the Project and for which payment has been made by the County 11. Additional Provisions a. Limitation and Assignment. The County and the Provider each bind themselves, their successors, assigns and legal representatives to the terms of this Agreement. Neither the County nor the Provider shall assign or transfer its interest in this Agreement without the written consent of the other. b. -Governing I�w_ This Agreement and the duties, responsibilities, obligations and rights of respective parties hereunder shall be governed by the laws of the State of North Carolina. c. Waiver. No waiver of any breach of this Agreement shall be valid unless in a writing signed by the waiving party and no waiver of any breach on one occasion shall constitute a waiver of any other or subsequent breach. d. Dispute Resolution. Any and all suits or actions to enforce, interpret or seek damages with respect to any provision of, or the performance or non-performance of, this Agreement shall be brought in the General Court of Justice of North Carolina sitting in Orange County, North Carolina. It is agreed by the parties that no other court shall have jurisdiction or venue with 4 rtb-VJ,:�-1yyb db;48 P.06/13 respect to such suits or actions. The Parties may agree to nonbinding mediation of any dispute prior to the bringing of such suit or action. e. Entire Agreement. This Agreement including any attachments represents the entire and integrated agreement between the County and the Provider and supersedes all prior negotiations, representations or agreements, either written or oral This Agreement may be amended only by written instrument signed by both parties. Modifications may be evidenced by facsimile signatures. In the event of a conflict between the terms of this Agreement, the Provider's Proposal and the Project Schedule, the terms of this Agreement shall control unless the Project Schedule expressly state that its terms prevail. f. Severability. If any provision of this Agreement is held as a matter of law to be unenforceable, the remainder of this Agreement shall be valid and binding upon the Parties. g. Ownership of Work Product Except as otherwise expressly stated herein, all of the right, title and interest in all Materials and Deliverables as defined below and all patent, trademark, trade secret, copyright and other intellectual property rights relating thereto, shall be owned solely and exclusively by Provider_ In addition to and without limiting the foregoing, all of the following shall be owned solely and exclusively by Provider: (i) all know-how, ideas, techniques, processes, specifications, flow charts, algorithms and concepts employed or developed by Provider in performing the Basic Services and (ii) all software (including all versions and releases thereof and all improvements, patches, enhancements, upgrades, additions and modifications thereto), programs, designs, documents, marks, names, inventions, discoveries, improvements, developments, ideas, trade secrets, know-how, data, designs, specifications, formulae, techniques, processes and other intellectual property, whether or not patentable or protectable by copyright, conceived of, made, reduced to practice, devised, created,generated or developed by Provider in the course of performance of the Services. Subject to County's full payment and performance of all of its obligations as and when required herein, Provider hereby grants to County a non-exclusive, non-transferable (by assignment, sublicense or otherwise), perpetual, worldwide license to use the Deliverables (as existing on the date of delivery and not including any subsequent modifications by Provider) for County's own internal business purpose(s), provided, that County's license to use any software included within the Deliverables is limited to use of such software in object code farm only'. In addition, Provider shall disclose to County information necessary to enable County to maintain the website created by Provider. Nothing in this Agreement shall be construed as granting County any rights in Materials. County shall not do anything to infringe upon, harm or contest the validity of any intellectual property rights of Provider with respect to any Materials or Deliverables, or any item of intellectual property owned by Provider. County shall not remove or obscure any proprietary rights notices contained in or on the Materials or Deliverables. County shall not copy, reproduce, duplicate, modify, alter, adapt or translate the Materials or Deliverables or any part thereof in any manner without the prior written consent of Provider. County shall not re-distribute or publish Deliverables to persons who are not employees of County, or reverse engineer, reverse compile, decode, de-compile or disassemble any software included within the Deliverables in any manner, or create or attempt to create, by reverse engineering, reverse compiling, decoding, de-compiling, disassembling or otherwise, the source code for any such software or any part thereof. Any preliminary plans, sketches, or artwork not approved for use by the County will remain the property of the Provider. As used herein, "Materials" means all data, documentation, memoranda, designs, drawings and work products, including final copy and drafts, that are created, produced, prepared, designed or provided by Provider in performing the Services hereunder. As used herein, "I]efiverables" means documents, software or other work product delivered to County by Provider pursuant to this Agreement h. Confidentiality. Each party acknowledges that in the course of performance of this Agreement, it may obtain confidential and/or proprietary information of the other party or its affiliates or customers (whether in written, electronic or any other form, "Confidential Information"). Each party agrees that all Confidential Information of the other party received by it, whether before or after the date hereof, shall be and was received in strict confidence, shall be used only for purposes of this Agreement, and shall not be disclosed by such party without the prior written consent.of the other party, except that Provider may disclose Confidential Information to its 9 FEB-02-1996 06:49 P.07/13 employees and independent contractors in connection with the performance of the Services. Upon termination of this Agreement for any reason, each party shall promptly return to the other party all Confidential Information of the other party in its possession_ Notwithstanding the foregoing, (a)the provisions of this Section shall not apply to any information which (i)is required to be disclosed by court order, (ii) is or becomes in the public domain other than by reason of a breach of the receiving party's obligations contained herein; (iii) is received by the receiving party from a third party without Confidential limitation; or (iv) is independently developed by the receiving party without breach of this Agreement; and (b) this Section shall not in any way restrict the use or disclosure by a party, or require the return by a party, of any information or materials deemed pursuant to this Agreement to be owned by such party, including (in the case of Provider)any software owned by Provider. Notwithstanding the foregoing, Provide acknowledges that the Agreement, Provider's Proposal, Project Schedule, reports, manuals, documentation, systems, processes and related material (whether or not in writing), documentation and information related to Provider may be deemed public records and subject to disclosure in whole or in part under the North Carolina Public Records Law. County will provide Provider with prompt notice of any intended public records disclosures, and an appropriate opportunity to seek protection for Provider's Confidential and proprietary information consistent with all applicable laws and regulations. Provider is prohibited from destroying, deleting, selling, loaning or otherwise disposing of any information conceming the County, without prior written consent of County. These measures shall be extended by contract to all subcontractors of the Provider. i. Notices. Any notice required by this Agreement shall be in writing and delivered by certified or registered mail, return receipt requested to the following: Orange County Provider's Name Attention: Noah Ranells The Splinter Group, Inc. P.O. Box 8181 605 W. Main Street,#201 Hillsborough, NC 27278 Carrboro, NC 27510 IN WITNESS WHEREOF, the Parties, by and through their authorized agents, have hereunder set their hands and seal, all as of the day and year first above written. ORANGE COUNTY: PFtOVIL r By: c —3 t—t` By: Fra Clifton, C Manager Steve Balcom, Partner I Thirnstrumeqf�t a roved as to technical content Carl Matyac, Department D&6ctor This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act. A �. Office of the Finance Director This in m s been approved as to form and legal sufficiency_ 01i 6 o the County Attorney 6 FEB-02-1996 06:49 P.08i13 ajo, the spitanter group AT'T'ACHMENT A Client: Piedmont Grown Campaign: Brand and Web Development Submitted to: Noah Ranells Submitted by: Steve Balcom, The Splinter Group Date: December 7, 2010 Noah. Per our discussion and email exchange, we are providing more details and some cost itemization as an addendum to our October proposal. We would love to work with you on this campaign and believe we are a great fit for the project, We have put together similar branding and launch plans for many different brands and companies including Farmhand Foods, Counter Culture Coffee, and Fifth Season Gardening. With clients like Farm To Fork, Carrboro Farmers Market, and many restaurants focused on local foods, we believe we understand the space, audience and your needs. We pride ourselves in developing strong identities and flexible systems for marketing long after launch and would like to be a part of your team as you grow, Our preliminary proposal focused on how best to allocate a budget, whereas this one will project costs for services and build up to a potential marketing spend. We are firm believers that you should take a big picture view to the campaign and would like the ability to shift money between projects as needed. For instance, If we can save money on the printing of marketing materials, that money could be used to boost our website budget. Or, if we meet and decide we want to pursue an event or other marketing medium we could re-allocate our website budget and launch a simpler site at the outset, using the savings to fund the event. We suggest meetings at the outset and during the campaign to brainstorm on ideas to ensure you are getting the best bang for your marketing buck. OVERVIEW We will help you develop a brand and create a core communications plan for Piedmont Grown from now until your initial introduction to the public. This will involve strategic discussions centered on your audience(s), value proposition, messaging and vision for the brand. There Is a lot of noise out there with the 100/6 Program, Farm to Fork and Goodness Grows, so how the brand is positioned and introduced is critical. Once strategic direction is in place we will develop the Piedmont Grown brand and design, develop and launch an introductory website. We would also like to play a role in brand launch, including PR support and exploring other concepts that bring visibility to Piedmont Grown. BRAND DEVELOPMENT The importance of your brand identity cannot be overestimated. It is the visual FEB-02-1996 06:49 P.09i13 embodiment of the Piedmont Grown mission and it will set the tone for your Interaction with your target audience. Your name, logo, slogan, color palette and supporting typographic and graphic elements add up to create an overall look and feel that will extend to all you do. We will bundle the following services into this phase of the campaign: STRATEGIC DIRECTION Before we begin the campaign, we need to further immerse ourselves in your vision for Piedmont Grown, your target audience and any other aspects of the brand that will affect how you are marketed and imaged. This research will form the core strategic direction we will follow throughout our work together. LOGO We will develop a mark that graphically illustrates and brands the business. We will present no fewer than five different logo directions for feedback and make necessary revisions to your chosen direction. SLOGAN/TAGLINE We will work with you to develop a slogan or tagline that can be used in conjunction with the logo on marketing materials, packaging and other visible platforms for your brand. CAMPAIGN LOOK & FEEL We will develop on overall campaign creative direction with one of our deliverables. Our goal is to adapt this look and feel to other deliverables to ensure you have a cohesive brand and continuity in materials produced throughout the campaign, COPYWRITING The text in your marketing materials and website will establish and carry a brand voice for Piedmont Grown. We will lean on you for the more technical writing but will write copy for all materials and ensure continuity across all mediums. PRINTED IDENTITY & MARKETING MATERIALS We will meet to further discuss materials necessary but these will most likely include: • Business Cards • Simple Collate ra VI ntroducto ry Printed Piece to tell the story So long as the materials follow our core brand look and feel and creative directions, we are happy to design additional pieces as needed. FEES A EXPENSES We project the following fees and expenses for this phase of the campaign: Splinter 7 We are estimating 70 hours for this phase of the campaign, Including all strategic, design and creative services outlined above, .Printing $2iQOo It is nearly impossible to estimate printing without knowing what we are producing and it what quantity, We've created an estimate of$2,000 based on our experience with similar launches. Once we further discuss materials, we will quote actual FEB-02-1996 06:50 P.10/13 printing of these Items. Any savings can be applied to other budgets and any overage will be discussed and approved and can be drawn from another budget in the campaign. Photography $1.500 Photography will most likely play a major role in your website and marketing materials. We will work with you and the board to pull together existing imagery we can use for free. If we mutually agree that these images do not meet our needs, we can schedule a photographer and believe $1,500 should be sufficient for these services. WESSITE You need a site that properly positions Piedmont Grown to consumers, communicates your core mission, spotlights participants, and provides useful information. A campaign like this must be transparent, disclosing who is involved, how the initiative is attempting to achieve its goals, and anticipating and answering pertinent questions. The following points address our process and how we will approach the site along with some initial ideas and features that could be incorporated into the site. These features will also impact the cost of development so we are quoting a range. Once we discuss and gauge interest, we can provide a Final cost and/or reallocate money as needed. Phasing the site is also a topic worthy discussing. The site could launch with the basics and add features as it grows. DESIGN A premium must be placed on smart, Intuitive design to elevate a simple site to an effective one. We will bring our new brand and marketing content into the website, creating an Interactive environment for Piedmont Grown. We will present 2-3 unique designs for the home page and make necessary revisions to your chosen direction. Once the home page is approved we will design secondary page templates and any unique pages based on our core look. SITE MAP Site layout will be at the center of our initial meetings regarding the website. In addition to making sure we are covering the core information necessary, we want to explore systems and ways to create a stream of new content to keep the site fresh and vital. Here is a preliminary site map to initiate these discussions Home Page: Branding, Photography, Simple About/Mission Text, Rotating Farm/Provider Profile, News/Headlines, Footer Content (Privacy, Copyright, Contact, Funders) Navigation/Sections: • About: Bio text about program, mission statement, board/who is behind Piedmont Grown, FAQs • Programs: Details on programs and initiatives • Farms/Providers: List or directory/profiles of participating farms and food providers • Where to Buy: List or directory of retailers and farmers markets • Get Involved: area to join newsletter, get a sticker, purchase merchandise, link to Facebook and social networking, etc. FEB-02-1996 06:50 P.11i13 • Contact: contact info CORE FEATURES We will develop the website with the following core features: • Content Management System (CMS): We will develop the website with a Content Management System that enables you to update text, images, and media through a password protected web interface. The CMS allows you to make changes to the site as often as you like without adding additional cost to the project. • Reporting Suite: Web Statistics usage reporting tools will be made available in order to give you visibility into website traffic. You will be able to see how many visitors visit the site, what pages they view, referring URLs, and a host of other statistics. If more sophisticated reporting is desired we will need an additional budget to incorporate more advanced statistical tracking. • Search Engine Optimization: We will build your site with search engine friendliness in mind, including the ability to add page specific keywords and descriptions. Our role is to provide a solid foundation. Should you want or need more active optimization we suggest hiring an SEO specialist, SUGGESTED FEATURES Mere are some preliminary ideas for additional features that could be built into the launch site. We believe that initial meetings would yield additional ideas that could be pursued at that time: • 81og: A blog would provide an outlet for you to share information and opinion on local food and also create content to attract repeat visits. You could report on participating farms/food providers, new retail participants, and other news that impacts Piedmont Grown. • Map: A map of the Piedmont area with points marking participating farms, providers and retailers would really drive home the point and also help to communicate your definition of local. We would create a database allowing you to easily add program participants to the map. Farm/Provider Directory with Profiles: Each participating farm and provider would be in a directory. User selects the farm to see a profile. You could also have a rotating feature provider on the home page of the site. • En Espanol: We should provide at least a single about page in Spanish and could also explore translator applications to easily make the entire site bilingual. PLACEHOLDER SITE Once branding Is complete we are happy to design and launch a placeholder site to give you some online presence as we build the actual site. This would be a single page with logo and basic mission information, along with how to contact you. HOSTING We suggest hosting the site on our servers but are open to discussing other options. FEES & EXPENSES We project the following fees and expenses for this phase of the campaign: The Splinter Group Fees FEB-02-1996 06:50 P.12i13 We estimate 60 to 100 hours for website design and development based on scope of work outlined above. The range is driven by suggested features. Once we further discuss these and any other site features we will finalize price. Hosting $2Q/month We will host the site and email on our servers for $20 per month, billed in six month increments of$120, Domain Registration $201year We believe you have already registered the domain but we are happy to explore domains and register any for$20 per year. MARKETING & PR SUPPORT We would like to be a part of your team at brand launch and can provide PR, design and event marketing support including the following services: EVENT PLANNING &MARKETING Typically our clients will host a brand launch event to bring attention to their company, thank funders and supporters, and kick off their work. This event can focus traditional PR efforts and provide the opportunity to do some non- traditional/grassroots event marketing. Concepts will be determined in our initial meetings and roles will be delineated. In addition to strategic direction and Idea generation, we can design invitations and grassroots materials. MEDIA LIST DEVELOPMENT We will work with you to develop and compile a focused list of appropriate media contacts to reach your target audience(s). These will include local newsprint, specialty magazines, local television & radio, and online outlets, STORY/PITCH DEVELOPMENT We will work with you to develop angles and story ideas surrounding the soft launch and research key topics for pitches and press releases. PRESS RELEASES & MEDIA ALERTS We will write and/or edit press releases and media alerts FEES & EXPENSES We project the following fees and expenses for this phase of the campaign: The Splinter Grouo Fees $3,000 We estimate 30 hours based on scope of work outlined above. Should we come up with more involved concepts we reserve the right to revisit this quote. TERMS& CONDITIONS For the purposes of what is outlined below, Piedmont Grown is"Client"or"you", and The Splinter Group is"Splinter" or"we", 1. This Proposal is valid for 30 days. 2. All expenses incurred to render services as outlined in the Proposal shall be the responsibility of the Client. 3. Payment of all invoices Is due net 15 days. a. We will not exceed estimate on fees without prior written approval. FEB-02-1996 06:51 P.13i13 S. Any alterations by the Client of project specifications may result in price changes, 6. All additional costs that exceed the original estimate will be quoted to the Client in writing before costs are incurred. 7. Splinter's ability to meet requirements as outlined In the Project Schedule is dependent on the Client's delivery of materials and/or approval at the time specified on that schedule. 8. Client shall designate one person as Project Manager, with the understanding that all revisions and approvals will be communicated and conveyed to Splinter, in writing, by him/her alone. 9. Client agrees that everyone with approval or veto authority for this project will participate in initial consultations and revisions for this project. If an approved concept Is later vetoed, this will result in a Change Order that will cause Splinter to exceed original estimate of service fees. 10.If the project is postponed or cancelled at any time, Client is responsible for all expenses incurred to that point, including hours devoted to consultation, research, design, project management, and production. Additionally, whenever a project is postponed or cancelled by Client, Client agrees to pay for time and materials used to date. 11.Client will be responsible for the correctness of spelling and grammar for all text supplied. Splinter assumes no liability for text or images delivered by Client to Splinter. Please sign below to indicate you agree to the above terms and costs. Your signature will constitute a legally binding and enforceable agreement between us. We look forward to working with you! Sincerely, Steve Balcom Date The Splinter Group Authorized Representative pate Piedmont Grown TOTAL P.13