HomeMy WebLinkAboutAgenda - 03-19-2019 8-e - Marketing Communications Management Agreement with Clean Design, Inc. 1
ORANGE COUNTY
BOARD OF COMMISSIONERS
ACTION AGENDA ITEM ABSTRACT
Meeting Date: March 19, 2019
Action Agenda
Item No. 8-e
SUBJECT: Marketing Communications Management Agreement with Clean Design, Inc.
DEPARTMENT: Economic Development/Visitors
Bureau
ATTACHMENT(S): INFORMATION CONTACT:
Proposed March 1, 2019 through June Laurie Paolicelli, 919-245-4322
30, 2022 Agreement between the
Chapel Hill/Orange County Visitors
Bureau and Marketing Agency,
Clean Design, Inc.
PURPOSE: To approve a professional services agreement for tourism marketing and
advertising with Clean Design, Inc. of Raleigh, NC.
BACKGROUND: The Visitors Bureau has maintained an advertising agency contract for twenty
years to accomplish media buying and online campaign work for Orange County with the goal of
growing demand for tourism and conferences which strengthens economic impact. Orange
County's tourism industry is anticipated to grow 8% this fiscal year.
The Visitors Bureau initiated a request for proposals (RFP) process on November 29, 2018 and
seven marketing and advertising agencies responded. Of those, two agencies were interviewed
by a sub-committee of the Visitors Bureau Advisory Board. That sub-committee included Board
Chair Anthony Carey, Board Vice-Chair Rosemary Waldorf, Board Member Jeff Stickler, Orange
County Commissioner and Visitors Bureau Finance Chair Penny Rich, and Laurie Paolicelli,
Executive Director of the Visitors Bureau.
Clean Design presented a recommended draft strategy rooted in its thorough review of all
research, along with a strategy for mixed media in key markets and examples of how the firm
was able to increase tourism through immersive technologies while working with
VisitBoone.com; VisitWilmington.com; and VisitCharlottesville.com. Clean Design has been
acting as the bureau's ad agency under a 90 day contract since December 1, 2018.
Clean Design's experience in travel, commitment to reviewing research and creative strategies
before the meeting, along with its proximity in Raleigh made it the sub-committee's top choice.
Clean Design noted that the firm did not submit a proposal to the Visitor's Bureau during an RFP
process two years ago and acknowledged that misstep. The representatives shared that the
company had worked hard on the 2018 RRFP to stand out and deliver, and it was accepted and
appreciated by the sub-committee.
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The 40-month agreement entails the following costs:
• $240,000 for March 1, 2019 through June 30, 2019; and
• $500,000 per fiscal year for a total of$1.5 million for July 1, 2019 through June 30, 2022.
This contract encompasses tourism and conference marketing campaigns aimed at event and
conference decision makers who book hotels and meetings as well as sporting and bridal
events. The campaign will seek to grow tourism segments including the LGBT market, event
attendees, and mid-week and weekend travelers. The campaign will focus online and in print;
targeting North Carolina, Virginia, South Carolina and Florida. Marketing tactics include
website, App, social media platforms and advertising in magazine and on television and through
video on social media platforms. The contract also includes new video, photography and
market research to gage changing views of the Orange County area. In keeping withv isitors
bureau best practices, the annual $1.5 million advertising campaign represents approximately
one-third of the Visitors Bureau's annual budget.
FINANCIAL IMPACT: The costs associated with the proposed contract with Clean Design are
as follows:
• $240,000 in fiscal year 2018-19
• $500,000 in fiscal year 2019-20
• $500,000 in fiscal year 2020-21
• $500,000 in fiscal year 2021-22
SOCIAL JUSTICE IMPACT: The following Orange County Social Justice Goal is applicable to
this item:
• GOAL: ENSURE ECONOMIC SELF-SUFFICIENCY
The creation and preservation of infrastructure, policies, programs and funding necessary
for residents to provide shelter, food, clothing and medical care for themselves and their
dependents.
Tourism is a clean and green industry that fuels the economy leading to the economic self-
sufficiency of Orange County residents.
RECOMMENDATION(S): The Manager recommends the Board approve and authorize the
Chair to sign the proposed agreement, with the cost for the current year being funded out of the
2018-19 Visitors Bureau budget, and the necessary funds being included in the next three years
Visitors Bureau budgets.
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[Departmental Use Only]
TITLE
FY
NORTH CAROLINA
SERVICES AGREEMENT OVER $90,000.00
RFP/RFQ
ORANGE COUNTY
This Services Agreement (hereinafter "Agreement"), made and entered into this 1st day of
March, 2019, ("Effective Date") by and between Orange County, North Carolina a political
subdivision of the State of North Carolina (hereinafter, the "County") andClean Design, Inc., a
North Carolina S Corporation having an address of 6601 Six Forks Road, Suite 400, Raleigh,NC
27615, (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 Services Agreement ("Agreement") is for professional services to be
rendered by Provider to County with respect to (insert type of project): Marketing
and Communications Management
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
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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 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) 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.
i) The Provider shall perform as Basic Services the work and services described
herein and as specified in the County's Request for Proposals or Request for
Qualifications (the "REP") "REP Number 5256 for "Advertising Campaign and
Media Placement On-Line Strategy" issued November 29, 2018, and the Provider's
proposal, which are fully incorporated and integrated herein by reference together
with Attachments Exhibit 1 and 2 (designate all attachments). In the event a term or
condition in any document or attachment conflicts with a term or condition of this
Agreement the term or condition in this Agreement shall control. Should such
conflict arise the priority of documents shall be as follows: This Agreement, the
County's RFP together with attachments, Provider's Proposal together with
attachments.
ii) The Basic Services will be performed by the Provider in accordance with the
following schedule: (Insert task list and milestone dates)
Task Milestone Date
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1. Campaign concepting including reviews and approvals March-April 2019
2. Agency/partner visitor profile research and new campaign production including
video/photography development for campaign launch April-June 2019
3. Brand strategy development and implementation, media planning and buying,
creative development and execution July 2019 - June 2022
iii) Should County reasonably determine that Provider has not met the Milestone
Dates established in Section 3(a)(ii), County shall notify Provider of the failure to
meet the Milestone Date. The County, at its discretion may provide the Provider
seven (7) days to cure the breach. County may withhold the accompanying
payment without penalty until such time as Provider cures the breach. In the
alternative, upon Provider's failure to meet any Milestone Date the County may
modify the Milestone Date schedule. Should Provider or its representatives fail to
cure the breach within seven (7) days, or fail to reasonably agree to such modified
schedule, County may immediately terminate this Agreement in writing, without
penalty or incurring further obligation to Provider. This section shall not be
interpreted to limit the definition of breach to the failure to meet Milestone Dates.
4. Duration of Services
a. Term. The term of this Agreement shall be from March 1, 2019 to June 30, 2022.
b. Scheduling of Services
i) The Provider shall schedule and perform its activities in a timely manner so as to
meet the Milestone Dates listed in Section 3.
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 March 1,
2019.
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.
The maximum amount payable for Basic Services is Two Hundred and Forty Thousand
Dollars ($240,000.00) for the period of March 2019 - June 30, 2019. Thereafter the
maximum amount payable each fiscal year (July 1 -June 30) shall not exceed Five
Hundred Thousand Dollars ($500,000.00). 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. Payment for Basic
Services shall become due and payable in direct proportion to satisfactory services
performed and work accomplished. Payments will be made as percentages of the whole
as Project milestones as set out in Section 3(a)(ii) are achieved. (For example, if there
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are 10 Project Tasks with Milestone Dates then Provider may invoice for the first 10%
of the whole upon County's acknowledgement of the satisfactory completion of Task one.
Upon the County's acknowledgement that the second Task has been satisfactorily
completed Provider may invoice for the next 10%of the whole.)
b. 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 (Laurie Paolicelli) 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. 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 County'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
http://www.orangecountVnc.gov/departments/purchasing division/contracts.php.) If
County'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 County's Risk Manager.
8. Indemnity
a. Indemnity. The Provider agrees, without limitation, 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 property damage or bodily injury
including death 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.
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10. Termination
a. Termination for Convenience of the County. This Agreement may be terminated without
cause by the County and for its convenience upon seven (7) 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 seven (7) 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.
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.
e. Suspension. County may suspend the Basic Services and this Agreement at any time for
County's convenience and without penalty to County upon three (3) days' notice to
Provider. Upon any suspension by County, Provider shall discontinue the Basic
Services and shall not resume the Basic Services until notified to proceed by County.
11. Additional Provisions
a. Limitation and Assigm-nent. 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 state and federal anti-discrimination laws, policies, rules, and regulations and the
Orange County Non-Discrimination Policy and Orange County Living Wage Policy
(each policy is incorporated herein by reference and may be viewed at
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hqp://www.oran eg counl nc. og v/departments/purchasing division/contracts.php.) Any
violation of this requirement is a breach of this Agreement and County may immediately
terminate this Agreement without further obligation on the part of the County. This
paragraph is not intended to limit and does not limit the definition of breach to
discrimination. By executing this Agreement Provider affirms that Provider and any
subcontractors of Provider are and shall remain in compliance with Article 2 of Chapter
64 of the North Carolina General Statutes. By executing this Agreement Provider
certifies that Provider has not been identified, and has not utilized the services of any
agent or subcontractor identified, on the list created by the State Treasurer pursuant to
G.S. 147-86.58. By executing this Agreement Provider certifies that Provider has not
been identified, and has not utilized the services of any agent or subcontractor identified,
on the list created by the State Treasurer pursuant to G.S. 147-86.81.
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 a suit or action.
e. Entire Agreement. This Agreement, together with the RFP and its attachments and the
Proposal and its 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.
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.
h. 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
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
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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.
i. Signatures. This Agreement together with any amendments or modifications may be
executed electronically. All electronic signatures affixed hereto evidence the consent of
the Parties to utilize electronic signatures and the intent of the Parties to comply with
Article I IA and Article 40 of North Carolina General Statute Chapter 66.
j. 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 &Address
Attention: Laurie Paolicelli Clean Design, Inc.
P.O. Box 8181 6601 Six Forks Rd., Ste 400
Hillsborough,NC 27278 Raleigh,NC 27615
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:
By: By:
Chair, Board of County Commissioner Natalie Perkins Holden, CEO
Printed Name and Title
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Exhibit 110
clean .......................................................................................................
client: Chapel Hill /Orange County Visitors Bureau
project: March 1 -June 30, 2019 "Bridge" SOW
date: 2/18/19
Project Description
Clean will work with the Client from March 1, 2019, to June 30, 2019, to complete the deliverables
described below.
The overall budget will be used to compensate Clean for working to complete those deliverables,
along with payment of hard costs including asset production and research needed for campaign
launch. Exact costs will be shared before the start of each project/deliverable and approved by the
Client in advance.
This scope of work includes these deliverables/tasks:
o Presentation development, including strategy light, creative concepts, and media approach
o Team to present completed work from the 90-day project to the board of directors on
March 20, 2019
o Once creative direction is approved, the team will execute new campaign assets against
the approved media approach, which could include:
■ Photography planning, shoot, and post-production
■ Video(s) planning, shoot, and post-production
■ Potential digital animation for rich media
o Paid media plan development and management prior to launch
o Experiential/non-traditional media plan development prior to launch
o Strategy visitor profile research (Spring 2019)
These deliverables will be executed by Clean and will require ongoing time/hours from the following
teams to execute:
o Account management and oversight
o Media strategy and planning
o Brand strategy
o Creative development and direction
o Production planning and on-site support
o Project management
o Finance- monthly media billing and agency fees
Estimated Cost
$240,000 total
a: 6601 Six Forks Road, Suite 400, Raleigh, NC 27615 p:919.544.2193 w:cleaninc.com
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clean .............................................................................................................
Project Terms
Fee Assumptions
Estimated fees are based on the scope of work and assumptions as described in this proposal and are valid
for 60 days. These estimates may be revised upward or downward based on final discussions of scope and
deliverables between the Client and the Agency prior to contract execution. Assuming no deviations, the final
invoice will be issued at or within +/- 10%of this estimate.
Estimated fees are for Clean professional services only, unless otherwise noted. All outside costs and
expenses will be separately estimated and billed at actual costs. No production or outside services will be
contracted for the Client unless the services have been previously authorized by the Client. Examples of
these outside costs could include photography, research, imagery, hosting, SEM/SEO charges, Agency
travel, etc. These costs will be billed monthly as incurred, or as needed prior to contracting with outside
parties.
Outside purchases made on behalf of the Client will require advanced payment prior to the supplier
engagement.
Fees assume two rounds of revisions for each deliverable requiring Client review, feedback, and approvals.
The Client will provide a single point of contact to provide review, feedback, and approvals.
Final files become the property of the Client upon receipt of final payment of all outstanding invoices. Final
files may include camera-ready output, negative film, reels, and press plates, where applicable. Electronic
files of Client projects are also owned by the Client but will remain in the Agency's custody for the contract
period.
If a project is canceled, the Client is responsible for the greater of 50 percent of the estimated project cost or
the total percentage of work completed.
Billing Terms—Project Fees
Over$10,000
Client engagements or projects exceeding $10,000 require a 50 percent deposit due upon receipt of invoice.
Based on the original project timeline, the balance of the fees will be invoiced in equal installments at the
beginning of each month and are due within 15 days of invoice.
OTHER
The client agrees to allow Clean to publicize the new relationship and overall project scope, including on its
website, through social media and in external press releases, within 30 days of the new Client signing the
contract. The client will be allowed to review and approve final press releases prior to release.
This estimate is based on the information and activities detailed above. Deviations from the parameters
specified in the description will be reflected in a proposal amendment and/or the final invoice, either of which
may exceed the total amount of this proposal.
a: 6601 Six Forks Road, Suite 400, Raleigh, NC 27615 p:919.544.2193 w:cleaninc.com
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clean .............................................................................................................
Approved by Date
Laurie Paolicelli, Executive Director, Chapel Hill/Orange County Visitors Bureau
Natalie Perkins Holden, CEO, Clean Inc.
a: 6601 Six Forks Road, Suite 400, Raleigh, NC 27615 p:919.544.2193 w:cleaninc.com
Exhibit 2
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< •� clean .............................................................................................................
Agency of Record Contract
Scope of Services
Chapel Hill/Orange County CVB
July 1, 2019—June 30, 2022
This contract confirms that Chapel Hill/Orange County Visitors Bureau, hereinafter referred to as
Client, has hired Clean, Inc. of 6601 Six Forks Road, Suite 400, in Raleigh, North Carolina, hereinafter
referred to as Agency, as its Agency of Record.
1. Agency of Record
As the Client's Agency of Record partner, the Agency has been retained to execute and/or
oversee the research, planning, public relations (as needed), and creative work for
destination marketing services needed to promote the Client. Under this Agency of Record
contract, the Agency has authority to purchase media and outside services on the Client's
behalf and based on approval of written estimates by the Client and receive standard
agency compensation.
2. Summary of Services
The Agency will provide a range of services associated with the strategies and plans
presented to the Chapel Hill/Orange County Visitors Bureau and included below for the
period of July 1, 2019—June 30, 2022, with the possibility to renew if all parties are in
agreement.
A summary of the overall scope of services is as follows. These services are recommended
based on past work and experiences. New executions and services may be added and
existing may be removed should strategy, creative, or other circumstances direct that
change may be needed. Should the scope of services shift, a separate scope of work
document or change order will be sent to the Client to cover additional costs.
The following accounts for a scope of services associated with a dedicated brand team who
will work on your account from each department:
Account Management and Oversight
• Account management and direction for all work and agreed-upon deliverables,
which may include: strategy, paid media across all channels, creative development,
and production.
• Account team will be responsible for managing/coordinating the following
activities:
o Main day-to-day point of contact to manage the account and funnel all
communications/requests from the Client to the internal brand team and
departments.
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clean .............................................................................................................
o Scheduling and attendance of Client meetings, and presentations as needed
when requested by the Client and the board of directors.
o Development of presentations as needed for marketing committee/board
meetings.
o Generation and weekly updates of status reports and regular status calls as
needed; monitoring of timelines and priorities.
o Review and sharing of all strategy and creative work with the Client.
o Development of schedules for review and approval of creative against
media buys; sharing of schedules for each with the Client; planning of
workflow.
o Coordination and submission of all paid media on a timely basis with the
media and project management team.
o Work that coordinates with media and creative teams the specific ad run
dates, images, CTAs, and messaging for all varied paid media buys.
o Management and tracking of monthly billing/budget: generation and
reconciliation of project and account invoices.
o Prompt notification of the Client if we are going over on scope/agreed upon
hours.
o Monitoring and funneling with the larger team the agreed-upon
review/analysis of the existing media plan, results/reporting, and metrics.
Paid Media Planning and Management
• Overall and ongoing strategic media recommendations and approach, including
allocation with select partners/vendors.
• Research, planning, negotiation, placement, and management of both traditional
and non-traditional media.
• Coordination with all third parties on external media buys unless separately
arranged by the Client (ex: radio stations, talent,TV stations, print media, online
media, event sponsorship details, etc.)
• Purchasing and billing of media on behalf of the Client.
• Includes related added-value programs, and any traffic related to that same media
• Deployment of appropriate methods for measuring the impact of executed media
strategies and tactics.This includes ongoing review and analysis of campaign against
goals with agreed-upon reporting frequency.
Strategy Development and Implementation
• Development and identification of a strategic framework each year on behalf of the
destination; to be revisited as needed.
• Ongoing monitoring of work and reviews to ensure creative and idea execution are
delivering against approved/recommended strategic direction.
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clean .............................................................................................................
• Recommendations on additional research that may be needed, whether qualitative
or quantitative.
Creative Development and Direction
• Develop a results-driven creative campaign, including a comprehensive destination
brand and messaging for the Chapel Hill/Orange County area.
• Provide campaign direction, creative concepts, and development against all paid
media plan deliverables.
• Provide traditional/non-traditional big ideas based on the strategic direction and
brand positioning.
• Align copy and visuals to recent photography and other campaign elements,
including audience and target viewership of selected advertising medium.
• Standardize all campaign elements and create continuity and consistency for the
brand.
• Design team and mechanical artists to resize all advertising and creative elements to
specifications for media placements and vendors.
• Provide management of the production of various creative concepts and delivery to
media vehicles as required, along with support from account and project
management.
• Should any new production costs be requested or needed(ex:new photography,
video, experiential), they will be scoped separately as additional costs, then
presented and approved by the Client in advance.
Project Management:
• Create, follow, and monitor project timelines for each deliverable. Includes creative
concepts work to creative deliverables against the full media plan.
• Ensure work is shared with the Client and delivered on time.
• Build to specifications and guidelines listed within the approved media plan for each
partner/vendor.
• Examine/check all files for quality control and assurance; prepare all final files for
external use.
• Along with media team, monitor traffic of all creative final files once approved by
the Client through account team, and send to media vendors.
3. Standards of Quality
The Client agrees to work with the Agency toward a common goal of creative professional
advertising projects that maintain a high level of quality. To ensure this, the Client agrees that
the Agency will handle the planning and creative work on all advertising projects, as well as
coordination and follow-through. This includes media placement, outside vendor purchase, and
billing.
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clean .............................................................................................................
4. Approval and Estimates for Work Performed
The Agency will submit all advertising plans and campaigns, copy, layouts, artwork, storyboards,
scripts, and media schedules to the Client for approval, along with written estimates when
requested. All outside costs such as photography, illustrations, printing, video production, etc.,
will be separately estimated and approved by the Client. No advertising or outside services will
be contracted for the Client unless the services have been previously authorized by the Client.
The Client may request changes or cancellations, or stop any work in progress, provided such
requests are within the Agency's contractual obligations. Where changes or cancellations are
requested on previously approved work, the Client will reimburse the Agency for any charges or
expenses not covered.
5. Compensation and Payment Terms
The Agency will pay a monthly fee as determined in Exhibit A, which will be reviewed after each
contract year. Invoices are submitted at the beginning of each month and are due in net 30
days.
In addition to the monthly fee, the Agency will separately bill the Client each month for that
month's media placements. The media invoices will include a 15% commission. These invoices
are due net 30 days so that media obligations are met as incurred. Interest at prevailing rates
will be charged on accounts past due 30 days.
6. Ownership, Custody, and Control of Property
The Client will own all rights to all versions of advertising projects that have been invoiced and
paid for. This includes camera-ready output, negative film, reels, and press plates, where
applicable. Electronic files of Client projects are also owned by the Client but will remain in the
Agency's custody for the contract period.
7. Confidentiality
The Agency shall maintain the confidentiality of all information designated by the Client as
being secret or confidential.
8. Liability
Indemnification:
We agree to exercise our best judgement in the preparation and placement of all
advertising and publicity for the Client, with a view to avoiding claims, suits, or
proceedings being made or instituted against the Client or the Agency. It is mutually
agreed, however, that to the extent allowed by applicable law, the Client will indemnify
17
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the Agency against any loss the Agency may incur as the result of any claims, suits, or
proceedings made or brought against the Agency based upon any advertising or publicly
that the Agency prepared for the Client and that the Client approved before its
publication or broadcast.
The Client will also indemnify the Agency to the extent allowed by applicable law against
any loss the Agency may sustain as a result of any claim, suit, or proceeding made or
brought against the Agency based upon any advertising element (i.e., photographs,
artwork, etc.) that is furnished by the Client and that allegedly violates the personal or
property rights of any person or corporate entity if the Client approved in writing the
use of said advertising element before its publication or broadcast.
The Agency shall not be held liable for failure of media or suppliers to meet their
obligations.
The Agency shall not be liable for delay, or omission, or error, in any advertisement in
the absence of willful fault or neglect.
Nothing in this agreement shall be deemed to require the Agency to undertake any
campaign or prepare any advertising or publicity that in the Agency's judgement is
misleading, libelous, unlawful, indecent, or otherwise prejudicial to the Agency or the
Client's interest.
9. Term and Termination
This Agency of Record contract shall begin July 1, 2019 and be eligible to continue for three
years until terminated by either party giving ninety (90) days' advance notice in writing. The
contract may also be terminated sooner, providing that all invoices for completed work
and/or work in progress at the time of termination are paid in full. In the event of
termination, the Client will be responsible for expenses and charges approved prior to
termination, including media ordered and production ordered.
10. Assignment
This Agreement is not assignable by the Agency without the express written permission of
the Client.
11. Governing Law
The Agreement shall be governed by and construed in accordance with the laws of the State
of North Carolina, and the exclusive venue for any claim or dispute shall be the Courts
located in Chapel Hill, Orange County, North Carolina.
12. E-Verify
The Agency will ensure its compliance with Title IV, Subtitle A, of the Illegal Immigration
Reform and Immigrant Responsibility Act of 1996, Pub. L. 104-208, 110 Stat. 3009. The
Agency will provide all documentation that may be requested by the Client, including but
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not limited to completion of Form 1-9 for Employment Eligibility Verification, affidavits of
compliance with this act, and such other documentation as the Client may request from
time to time.The Agency shall not knowingly hire for employment, employ, or continue to
employ an unauthorized alien.
OTHER
The Client agrees to allow Clean to publicize the new relationship and overall project scope,
including on its website,through social media and in external press releases, within 30 days of the
new Client signing the contract. The Client will be allowed to review and approve final press
releases prior to release.
This estimate is based on the information and activities detailed above. Deviations from the
parameters specified in the description will be reflected in a proposal amendment and/or the final
invoice, either of which may exceed the total amount of this proposal.
Please sign two (2) copies of this Agency of Record Contract. Return one copy to the Agency as soon
as possible and retain the other for your files.
By:
Laurie Paolicelli, Executive Director, Chapel Hill/Orange County Visitors Bureau
By:
Natalie Perkins Holden, CEO, Clean Inc.
19
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[Exhibit A: Compensation]
For FY19-20, the Client has a total budget of$500,000, including Agency and media fee.
Paid Media/ Fee
■ $368,000 paid media spend
• Includes standard 15%commission to Clean for Agency time associated with
planning and completing the buy
■ $132,000 =total Agency fee
• The Agency fee was calculated based on a blended rate of$165/hour. Annual hours
are 800,therefore 66 hours/month. Clean will track hours and provide monthly
reports. Unused hours roll over to the next month. The hours will be reconciled at
the end of each quarter, and a more formal update will be provided to the
Client. Each year, the hours will be reviewed to ensure that the Client and the
Agency are making the best use of the resources available.The Agency fee will be
budgeted for a cost-of-living increase each year.
• As noted in section 1 scope of services, should any new production costs be requested or
needed (example: new photography, video, experiential/non-traditional media), those costs
will be scoped separately as additional costs, then presented and approved by the Client in
advance.
A�® CERTIFICATE OF LIABILITY INSURANCE D (MMIDD/YYYY)
02/28/2019
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED
REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed.
If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on
this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).
PRODUCER CONTACT Donna Franklin
NAME:
Sentinel Risk Advisors aCC Ext: (919)926-4623 AIX No): (919)926-4664
4700 Six Forks Road E-MAIL drranklin@sentinelra.com
ADDRESS:
Suite 200 INSURER(S)AFFORDING COVERAGE NAIC#
Raleigh NC 27609 INSURERA: AMCO Insurance Co. 19100
INSURED INSURER B: Accident Fund Insurance Co 10166
Clean Design Inc. INSURER C:
6601 Six Forks Rd,Ste 400 INSURER D:
INSURER E:
Raleigh NC 27615 INSURER F:
COVERAGES CERTIFICATE NUMBER: CL1922806713 REVISION NUMBER:
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
INSR TYPE OF INSURANCEADDLSUBR POLICY EFF POLICY EXP
LTR INSD WVD POLICY NUMBER MM/DD/YYYY MM/DD/YYYY LIMITS
X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000
CLAIMS-MADE X OCCUR PRIM SES Ea oNcE ence $ 300,000
MED EXP(Any one person) $ 5,000
A ACP BOPD 3037084777 03/26/2019 03/26/2020 PERSONAL&ADV INJURY $ 1,000,000
MOTHER
LAGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000
POLICY ❑ PRO ❑ LOC PRODUCTS-COMP/OPAGG $ 2,000,000
JECT: Hired Non Owned Auto $ included
AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $
Ea accident
ANYAUTO BODILY INJURY(Per person) $
A OWNED SCHEDULED ACP BOPD 3037084777 03/26/2019 03/26/2020 BODILY INJURY(Per accident) $
AUTOS ONLY AUTOS
HIRED NON-OWNED PROPERTY DAMAGE $
AUTOS ONLY AUTOS ONLY Per accident
X UMBRELLA LIAB OCCUR EACH OCCURRENCE $ 2,000,000
A EXCESS LAB CLAIMS-MADE ACP BOPD 3037084777 03/26/2019 03/26/2020 AGGREGATE $ 2,000,000
DED I X1 RETENTION $ 0 $
WORKERS COMPENSATION PER OTH-
AND EMPLOYERS'LIABILITY STATUTE ER
YIN 500,000
ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $
B OFFICER/MEMBER EXCLUDED? NIA WCV 6120677 01/01/2019 01/01/2020
(Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 500,000
If yes,describe under 500,000
DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $
BPP Limit $1,174,000
A Property ACP BOPD 3037084777 03/26/2019 03/26/2020 Deductible $1,000
DESCRIPTION OF OPERATIONS I LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required)
CERTIFICATE HOLDER CANCELLATION
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN
Orange County ACCORDANCE WITH THE POLICY PROVISIONS.
P O Box 8181
AUTHORIZED REPRESENTATIVE
Hillsborough NC 27278
@ 1988-2015 ACORD CORPORATION. All rights reserved.
ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD