HomeMy WebLinkAboutAgenda - 04-15-2008-4eORANGE COUNTY
BOARD OF COMMISSIONERS
ACTION AGENDA ITEM ABSTRACT
Meeting Date: April 15, 2008
Action Agenda,
Item No. _ ~T ~~
SUBJECT: Renewal of Visitors Bureau Contract with Jennings Advertising
DEPARTMENT: Visitors Bureau PUBLIC HEARING: (Y/N) No
ATTACHMENT(S):
April-June 30th Short Term Contract
July 1, 2008 New Fiscal Year Contract
INFORMATION CONTACT:
Laurie Paolicelli, Visitors Bureau,
968-2060
PURPOSE: To consider approval of contract renewals for the Orange County Visitors Bureau
with Jennings Advertising of Chapel Hill to provide tourism marketing materials in the form of
advertising, website design and management, promotions and collateral materials used. to grow
tourism in Orange County.
BACKGROUND: After conducting a nationwide search for the Orange County Visitors
Bureau's new advertising firm, the Bureau selected Jennings Advertising in 2006 to provide the
Bureau's tourism marketing materials. Jennings was given a one year contract which began in
April 2007, and the Visitors Bureau Board has approved the Jennings agency for a second
contract year. The Bureau is asking that the contract reflect its fiscal year, July 1-June 30th. As
a result, Jennings has proposed a temporary contract for April through June 30, 2008 and a
new second contract to reflect the July 2008 through June 2009 fiscal year. Both contracts are
attached. With the BOCC's endorsement of a 1 % occupancy tax increase earlier this year -
which will equal approximately $250,000 -this advertising campaign was made possible and
the Visitors Bureau Board voted in March to increase advertising on Orange County's tourism
potential.
FINANCIAL IMPACT: The temporary contract requires no additional monies. Any duties
performed will be addressed with existing funds. The July 1, 2008-June 30, 2009 annual
contract allocates $250,000 annually for a national tourism and website campaign focused on
potential travelers, meeting planners and tour operators.
RECOMMENDATION(S): The Manager recommends that the Board approve both the short
term and FY2008-09 contracts and authorize the Chair to sign
NORTH CAROLINA
ORANGE COUNTY
PROFESSIONAL SERVICES AGREEMENT FOR MARKETING
COMIVIITIVICATIONS MANAGEMENT RENEWAL AGREEMENT
THIS RENEWAL AGREEMENT, is made and entered into as of this the -day
of March, 2008, by and between Orange County, North Carolina, 200 S. Cameron Street,
Hillsborough, North Carolina, (the "County") for and on behalf of The Chapel
Hill/Orange County Visitors Bureau (hereinafter "CHOCVB") and Jennings & Company,
104 A North Elliott Road, Chapel Hill, North Carolina 27514, (hereinafter "Agency").
WI~REAS, the Parties hereto have entered into that certain Professional Services
Agreement (the "Agreement") effective as of the lst day of April 2007; and
WHEREAS, Article 5.01 of the Agreement specifies that the Agreement shall
terminate on March 31, 2008 unless the Agreement is renewed in writing by the parties
prior to the expiration of the initial term; and
WHEREAS, the parties desire to renew the Agreement for the period beginning
April 1, 2008 and terminating on June 30, 2008; and
WI~REAS, the parties intend to enter into a separate agreement in the near
future for services to be provided by the Agency to the CHOCVB during the 2008-2009
fiscal year.
NOW THEREFORE, in consideration of the mutual covenants and considerations
hereinafter set forth, the parties hereto agree as follows:
A. Article 5.01 of the Agreement is hereby amended to permit the renewal of the
Agreement for a period beginning on April 1, 2008 and terminating on June 30,
2008. The Agreement is hereby renewed until June 30, 2008 (the "Renewal
Term.")
B. Agency fees for all services and duties performed during the Renewal Term will
be charged to existing funds at Jennings.
C. The following additional "Special Provisions" are hereby incorporated into
Article VI of the Agreement:
6.09 Agency is an independent contractor of the County. Agency 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 County. 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 Agency that he shall obey all State
and Federal statutes, rules and regulations which are applicable to
provisions of the services called for herein. Neither Agency nor any
employee of the Agency shall be deemed an officer, employee or agent of
the County.
6.10 Agency shall obtain, at its 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.
6.11 Agency 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 Agency, except to the extent same are caused by the
negligence or willful misconduct of the County. It is the intent of this
section to require Agency to indemnify the County to the extent permitted
under North Carolina law.
B. All other terms of the Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto intending to be mutually bound
hereby have caused this instrument to be duly executed by their authorized
representatives as of the day and year first above written.
ORANGE COUNTY
By:
Barry Jacobs, Chair, BOCC
JENN]NGS & COMPANY
By:
Roger D. Jennings, Chairman
This instrument has been pre-audited in the manner required by the Local Government
Budget and Fiscal Control Act.
FINANCE OFFICER
`,.~y
Form 32-A
PROFESSIONAL SERVICES AGREEMENT
FOR MARKETING COMMUNICATIONS MANAGEMENT
This Agreement, effective the first day of July 2008 and ending
the last day June 2009 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 coordinate a Marketing Communications program
on behalf of the Client and perform each of those additional tasks and
services as stated in the Request For Proposal titled "Campaign
Concept and On-Line Strategy For the Chapel Hill/Orange County
Visitors Bureau" dated June 27, 2006, attached hereto and incorporated
herein by reference to the same.
2.02 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.
2.03 Agency shall be primarily responsible for developing the
concept and design of advertising, web design and other marketing
communications assignments deemed necessary by Client.
2.04 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.
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2.05 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.
2.06 As assigned, the Agency shall develop and implement public
relations services and conduct or coordinate market research on behalf
of the Client.
2.07 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.
2.08 Agency management shall meet with the Client on a basis
deemed mutually agreeable by the Client and the Agency.
2.09 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.
2.10 Agency will refrain from making public statements regarding
Client, and refer any and all inquiries from media to CHOCVB.
2.11 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 15o 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 1.50
per month (18a 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.
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.
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 Confidentiality. Agency acknowledges that Client's records are
subject to public disclosure upon request made to the Client.
0
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
term of this Agreement or at any time
in the course of this Agreement with
documents, specifications, informatio
original artwork/creative, notebooks,
the Client, whether prepared by the
its possession, shall remain the exc
Whenever requested by the Client, the
to the Client all such files, reco
information, and other items in its
Agency shall keep confidential all
planning sessions held with Client.
Section 6.08 shall survive for a term
termination of this Agreement.
any manner, either during the
thereafter, except as required
the Agency. All files, records,
n, letters, notes, media lists,
and similar items relating to
Agency or otherwise coming into
lusive property of the Client.
Agency shall immediately deliver
rds, documents, specifications,
possession or under is control.
discussions, conversations- and
The covenants contained in this
of two (2) years following the
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 ChapelHill/OrangeCountyVisitors Bureau
By:
By:
Roger D. Jennings, Chairman Laurie Paolicelli, Executive Director
(~
(SEAL)
Orange County, North Carolina
By:
Barry Jacobs, Chair
Orange County Board of
Commissioners
ORANGE COUNTY FINANCE DIRECTOR:
"This instrument has been pre-audited
in the manner required by the Local
Government Budget and Fiscal Control
Act."
Kenneth T. Chavious
Orange County Finance Director
DATE:
Revised 3/08