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HomeMy WebLinkAbout2015-607-E VB - Cyndi Golden for Sales Specialist DocuSign Envelope ID: ED9F7EE5-BD4A-4EF6-AE8C-7903C0871070 [Departmental Use Only] TITLE FY NORTH CAROLINA SERVICES AGREEMENT UNDER $90,000.00 ORANGE COUNTY This Services Agreement (hereinafter "Agreement"), made and entered into this 13th day of November, 2015, ("Effective Date") by and between Orange County, North Carolina a body politic and corporate of the State of North Carolina (hereinafter, the "County") operating as the Chapel Hill/Orange County Visitors Bureau and Cyndi Golden, (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 (insert type ofproject): Sales Specialist 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. Services 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. Standard 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. Revised 10/14 1 DocuSign Envelope ID: ED9F7EE5-BD4A-4EF6-AE8C-7903C0871070 ii) Provider shall be responsible for all errors or omissions of its agents, contractors, employees, or assigns 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. iii) 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. iv) 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. v) 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. vi) 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. vii) In determining the basic services to be provided, should any documents be referenced in this Agreement, the terms of this Agreement shall have priority in any conflict between the terms of referenced documents and the terms of this Agreement. Should a request for proposals and a proposal be referenced the terms of the request for proposals shall have priority over the terms of any proposal. 3. Basic Services a. Basic Services. The Services to be rendered pursuant to this Agreement are as follows (fully describe services to be provided): See attached addendum regarding Scope of Work and Responsibilities 4. Duration of Services a. Term. The term of this Agreement shall be for six (6) months from November 30, 2015 to May 30, 2016. Upon mutual agreement this Agreement may be extended for up to two (2) additional six (6) month terms. b. Scheduling of Services. Revised 10/14 2 DocuSign Envelope ID: ED9F7EE5-BD4A-4EF6-AE8C-7903C0871070 i) The Provider shall schedule and perform its activities in a timely manner. ii) Should the County determine that the Provider is behind schedule, it may require the Provider to expedite and accelerate its efforts, including providing additional resources and working overtime, as necessary, to perform its services in accordance with the approved project schedule at no additional cost to the County. iii) The Commencement Date for the Provider's Basic Services shall be November 30, 2015. 5. Compensation a. Compensation for Basic Services. Compensation for Basic Services shall include all compensation due the Provider from the County for 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 fifteen thousand Dollars ($15,000.00) payable in approximately equal monthly installments. 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). 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. 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 (Marlene Barbera) 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. b. Confidential Information. County will allow Provider access to certain confidential or proprietary information solely for the purpose of accomplishing the Basic Services as detailed herein. Provider acknowledges Provider's affirmative duty to protect and not to disclose such Confidential Information or to use such Confidential Information except for the sole and exclusive benefit of County. 7. Insurance Revised 10/14 3 DocuSign Envelope ID: ED9F7EE5-BD4A-4EF6-AE8C-7903C0871070 a. General Requirements. Provider shall obtain, at its sole expense, Commercial General Liability Insurance, Automobile Insurance, Workers' Compensation Insurance, and any additional insurance as may be required by Owner's Risk Manager as such insurance requirements are described in the Orange County Risk Transfer Policy and Orange County Minimum Insurance Coverage Requirements (each document is incorporated herein by reference and may be viewed at httD:Horan ecountvnc.gov/Durchasiny/contracts.asp). If Owner's Risk Manager determines additional insurance coverage is required such additional insurance shall consist of n/a (if no additional insurance required mark N/A as being not applicable). Provider shall not commence work until such insurance is in effect and certification thereof has been received by the Owner's Risk Manager. 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 property 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 of the County. This Agreement may be terminated without cause by the County and for its convenience upon thirty (30) days' prior written notice to the Provider. b. Other Termination. The Provider may terminate this Agreement based upon the County's material breach of this Agreement; provided, the County has not taken all reasonable actions to remedy the breach. The Provider shall give the County thirty (30) days' prior written notice of its intent to terminate this Agreement for cause. c. Compensation 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. Revised 10/14 4 DocuSign Envelope ID: ED9F7EE5-BD4A-4EF6-AE8C-7903C0871070 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. d. Waiver. The payment of any sums by the County under this Agreement or the failure of the County to require compliance by the Provider with any provisions of this Agreement or the waiver by the County of any breach of this Agreement shall not constitute a waiver of any claim for damages by the County for any breach of this Agreement or a waiver of any other required compliance with this Agreement. 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 Law. 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. Compliance with Laws. Provider shall at all times remain in compliance with all applicable local, state, and federal laws, rules, and regulations including but not limited to all anti-discrimination laws. 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 respect to such suits or actions. Binding arbitration may not be initiated by either Party, however, the Parties may agree to nonbinding mediation of any dispute prior to the bringing of such suit or action. e. Entire Agreement. This Agreement 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. 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. Should Provider's performance of this Agreement generate documents, items or things that are specific to this Project such documents, items or things shall become the property of the County and may be used on any other project without additional compensation to the Provider. The use of the documents, items or things by the County or by any person or entity for any purpose other than the Project as set forth in this Agreement shall be at the full risk of the County. Revised 10/14 5 DocuSign Envelope ID: ED9F7EE5-BD4A-4EF6-AE8C-7903C0871070 h. Covenant to not Compete. i) The undersigned Provider hereby agrees that during the course of the Agreement and for a period of three (3) months immediately following the expiration or termination of the Agreement for any reason the Provider will not compete with the County and its successors and assigns, without the prior written consent of the County. ii) The term "not compete" as used herein means that the Provider shall not, without the prior written consent of the County, serve as a partner, owner, organizer, employee, consultant, contractor, officer, director, manager, agent, associate, investor, or otherwise work with for or affiliate with, directly or indirectly, any visitor's bureau, hotel management company, hotel, or any other company or organization in direct competition with or otherwise similar to the Chapel Hill/Orange County Visitors Bureau. iii) The covenant not to compete is limited in geographic area and shall cover the Provider's activities at any site or in any area located within sixty (60) miles of Chapel Hill, North Carolina. iv) The Provider acknowledges that Provider will derive significant value from access to the Confidential Information of the County to enable Provider to optimize the performance of its contractual duties to the County. The Provider further acknowledges that Provider's fulfillment of the obligations contained in this Agreement, including, but not limited to, the obligation neither to disclose nor to use the County's Confidential Information other than for the County's exclusive benefit and Provider's obligation to not compete contained herein is necessary to protect the County's Confidential Information and, consequently, to preserve the value and goodwill of the County. V) The Provider acknowledges the time, geographic, and scope limitations of Provider's obligations under this covenant to not compete are reasonable, especially in light of the County's desire to protect its Confidential Information, and that Provider will not be precluded from gainful employment if Provider is obligated to not compete with the County during the period and within the designated geographic area. vi) In the event the provisions of this covenant not to compete are deemed by a General Court of Justice of North Carolina to exceed the time, geographic, or scope limitations permitted by applicable law, then such provisions shall be reformed to the maximum time, geographic or scope limitations, as the case may be, then permitted by such law. i. Non-Appropriation. Provider acknowledges that County is a governmental entity, and the validity of this Agreement is based upon the availability of public funding under the authority of its statutory mandate. In the event that public funds are unavailable and not appropriated for the performance of Revised 10/14 6 DocuSign Envelope ID: ED9F7EE5-BD4A-4EF6-AE8C-7903C0871070 County's obligations under this Agreement, then this Agreement shall automatically expire without penalty to County immediately upon written notice to Provider of the unavailability and non-appropriation of public funds. It is expressly agreed that County shall not activate this non-appropriation provision for its convenience or to circumvent the requirements of this Agreement, but only as an emergency fiscal measure during a substantial fiscal crisis. In the event of a change in the County's statutory authority, mandate and/or mandated functions, by state and/or federal legislative or regulatory action, which adversely affects County's authority to continue its obligations under this Agreement, then this Agreement shall automatically terminate without penalty to County upon written notice to Provider of such limitation or change in County's legal authority. j. Signatures. This Agreement together with any amendments or modifications may be executed electronically. All electronic signatures affixed hereto evidence the intent of the Parties to comply with Article 11A and Article 40 of North Carolina General Statute Chapter 66. k. 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:Marlene Barbera Cyndi Golden P.O. Box 8181 Hillsborough, NC 27278 [SIGNATURE PAGE TO FOLLOW] Revised 10/14 7 DocuSign Envelope ID: ED9F7EE5-BD4A-4EF6-AE8C-7903C0871070 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: PROVIDER: ned by: [�Vuk ocuSigned by: By: 5DOCUSIg p�wt, (tau mvs By: CC" sales specialist C IV10.7ibr E890E2E5DE8431... Cyndi Golden Printed Name and Title Revised 10/14 8 DocuSign Envelope ID: ED9F7EE5-BD4A-4EF6-AE8C-7903C0871070 Revised 10/14 10 DocuSign Envelope ID: ED9F7EE5-BD4A-4EF6-AE8C-7903C0871070 Scope of Work and Responsibilities JOB TITLE: The (contracted) Sales Specialist for the Chapel Hill/Orange County Visitors Bureau reports to the Director of Sales (Marlene Barbera). SCOPE OF JOB The Sales Specialist is responsible for targeting new corporate, association,meetings and event business. The role will include finding and targeting viable clients to promote Orange County's meeting facilities. The Sales Specialist will be expected to generate 8 qualified prospects per month and present the prospects/findings to Director of Sales through a weekly productivity report. A qualified prospect is a client that has specific dates identified for; meeting/conference,planning process and decision dates. This is an autonomous role that will require a highly motivated individual who is self-directed. Being part of the Chapel Hill/Orange County sales team, sales specialist will be given a good understanding of our properties and collateral marketing materials for potential clients. RESPONSIBILITIES 1. Targeting new accounts, cross-selling Hotel and conference facility products to all accounts. 2. Pro-active prospecting of conference sales to deliver new business. This includes,but is not limited to,prospecting calls to corporations and associations, site visits at agency offices, meetings at area hotels. 3. To deliver potential qualified new clients to the Bureau. This focuses on proactively seeking and securing new business opportunities. 4. To generate corporate and meeting and events business through development of new accounts. This includes,but is not limited to,pro-active management of new contacts to the Bureau, generating new leads,prospecting calls to new leads. 5. To identify and establish potential new sales opportunities for all Hotels in Orange County and respond positively to such opportunities. 6. To ensure that timely and accurate information is communicated to Visitors Bureau. 7. Conduct research,telephone sales and prospecting research for conference, leisure and banquet business. 8. Maintain detailed productivity reports of sales calls/activities. 9. Provide support,if needed,within the Bureau's sales department to maximize sales and limit any loss of opportunity. 10. To accurately record in IDSS all customer inquiries and prospecting information,maintaining account files and records. 11. Responding to requests in a timely manner 12. Record and deal with all customers' comments in a positive manner and take appropriate follow up action,turning any negative customer experiences into positive ones and involving the Visitors Bureau sales director if any conflict arises. DocuSign Envelope ID: ED9F7EE5-BD4A-4EF6-AE8C-7903C0871070 13. Develop a good knowledge of the local area and local competitors to enhance services provided to the guests. 14. Be aware of hotel strategies when handling inquiries to maximize occupancy and rooms profitability for accommodation & conference, ensuring a good understanding of departmental budgets/targets. IqUSigned by: V",, Gp�," 11/13/2015 :"' E2=E8431...