HomeMy WebLinkAbout2019-916-Visitor Bureau-Clean-Visitor Profile Research i
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client : Chapel Hill/Orange County Visitors Bureau
project : Visitor Profile Research
date : 4/ 10/19 I
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This estimate includes all costs to conduct visitor profile research to gain insights and a
deeper understanding of visitors to Chapel Hill/Orange County and their perceptions of the
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area . The goal will be to use the learnings to ultimately help increase tourism . Research
efforts will target UN & Chapel Hill alumni , area natives , and past and potential visitors from
surrounding areas .
An outline of the research goals , approach , and methodology is below :
Research Goals :
• Understand the opportunity audiences , including alumni , past visitors , and people
who have not visited Chapel Hill but intend to
• Get an understanding of the audiences ' attitudes , perceptions , and behaviors to i
help overcome any potential hurdles to visitation and inform future brand strategy
• Understand the perceptions of current residents
• Ultimately ensure that messaging is tailored to the right people , in the right places
• Cover the following : key perceptions , depth of familiarity with what the area has to
offer , visitation , length of stay , intent to visit , barriers to visitation , travel motivations ,
behavior , and the decision - making process
Methodology :
• Online survey to help benchmark key performance indicators ( KPIs) to be used as a
baseline to track metrics as needed to gauge improvements and /or need to pivot
• Online anthropology/social listening to add further insights around online survey
learnings
o We will review online conversations from the past year , excluding
conversations primarily driven by UNC fan activity
o We will take a representative group of the conversations and identify people
who live in Chapel Hill/Hillsborough/Carrboro vs . people who live elsewhere
o We will identify key themes from the discussions (overall emotion , types of
activities , and other insights that bubble up) , and these insights will be folded
into the overall results from the online survey
• Alumni poll to understand perceptions among UNC alumni including those living in
Charlotte
o A short poll including closed - and open - ended questions will be created to
gauge perceptions
a : 6601 Six Forks Road , Suite 400 , Raleigh , NC 27615 p : 919 . 544 . 2193 w .v cleaninc . com
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 .
No production or outside services will be contracted for the Client unless services have been previously
authorized by the Client . Examples of these outside costs could include photography , research , imagery ,
hosting , SEM/SEO charges , etc . These costs will be billed monthly as incurred , or as needed prior to
contracting with outside parties .
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Outside purchases made on behalf of the Client will require advanced payment prior to the supplier j
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 .
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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 .
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a � 6601 Six Forks Road , Suite 400 , Raleigh , NC 27615 p : 919 . 544 . 2193 w : cleaninc . com
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[ D'epartmental Use Only]
TITLE Clean Design
FY 2014 -2015
NORTH CAROLINA ` }
SERVICES AGREEMENT OVER $ 901000 . 00
RFPtiu- Wl H REIMBURSABLE EXPENSES
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ORANGE COUNTY �
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This Services Agreement (hereinafter "Agreement") , made and entered into this 1st day of
July, 2014 , ("Effective Date ") by and between Orange County, North Carolina a body politic
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and corporate of the State of North Carolina (hereinafter, the " County " ) and Clean Design,
(hereinafter, the " Provider " ) .
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WITNESSETH : If
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That the County and Provider, for the consideration herein named, do hereby agree as
follows :
1 . Services
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a . Scope of Work .
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1) This Services Agreement ("Agreement") is for professional services to be
rendered by Provider to County with respect to (insert type of project) : Marketing
Communications Management
11) By executing this Agreement, the Provider represents and agrees that Provider is
qualified to perform and fully capable of performing and providing the services I
required or necessary under this Agreement in a fully competent, professional and
timely manner .
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111) Time is of the essence with respect to this Agreement .
iv) The services to be performed under this Agreement consist of Basic Services , as 9
described and designated in Section 3 hereof. Compensation to the Provider for
Basic Services under this Agreement shall be as set forth herein .
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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 ;
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1) 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
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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 ,
11) 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 .
111) 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 , a ents and its subcontractors , if an
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shall be required to comply with all federal , state and local antidiscrimination j
laws , regulations and policies that relate to the performance of Provider ' s services
under this Agreement . j
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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 .
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 (the "REP ") "UP
Number 5177 for "Tourism Marketing " issued Apri121 , 2011 , and the Provider ' s
proposal, which are fully incorporated and integrated herein by reference together
vith �ai err- ) (designate all attachments) . In the event a
tei-�i� - ,- 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)
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Task Milestone Date
1 . Media plan research/recommendation for media mix July1 , 2014
2 . Development of Media plan July 1 , 2014
3 . Create graphic designs for annual publications throughout 2014 - 15
4 . Provide concepts for special promotions throughout 2014 - 15
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5 . Provide updates to Visitor Bureau Board of Directors throughout 2014 - 15
6 . Produce or arrange for production of advertising throughout 2014 - 15
7 . Place and/or arrange placement of media mix throughout 2014 - 15
8 . Meet v�/Orange County Rep on a mutally agreed basis throughout 2014 - 15
9 . Ot r s vices d cribed ' chment ession ervi xn t
thro ho 2 1 4 5
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ill Should County reasonably determine that Provider has not met the Milestone E
Dates established in Section 3 (a) (11) , County shall notify Provider of the failure to
meet the Milestone Date . The County, at its discretion may provide the Provider I
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 , I;
4 . Duration of Services
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a. Term . The term of this Agreement shall be from July 1 , 2014 to June 30 , 2015 .
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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 .
111) The Commencement Date for the Provider' s Basic Services shall be July 1 , 2014 .
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 reimbursable expenses as specified in section 5 (c) , below. The maximum amount
payable for Basic Services is Four Hundred Fifty Thousand Dollars ($ 450 , 000) . In the
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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 and according to
the terms described in Attachment A . 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 j
there are 10 Project Tasks with Milestone Dates then Provider may invoice forthe 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 .
c . Reimbursable Expenses Reimbursable expenses are in addition to the fees for Basic
Services and are for the following expenditures to the extent reasonable and actually
incurred by the Provider with respect to the Project :
i Actual expenditures for postage , reproductions , photography, and long distance
telephone charges directly attributable to this Project .
11) The actual cost of reproduction of reports , plans and specifications excluding
documents for exclusive use by the Provider .
111) The Provider shall not be entitled to any mark-up on actual expenses incurred c
except as described in Attachment A related to media commissions .
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iv) Reimbursable expenses shall be compensated by the County along with invoices for
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Basic Services provided by Provider . Payment of Reimbursable Expenses shall be
subject to Provider ' s timely submission of valid receipts for any such expenses and
approval by the County . Any additional charges not specified herein, must be
mutually agreed to in advance by County and Provider and documented in writing
with a letter signed by authorized representatives for County and Provider and,
subject to budgeted funds .
ilities of the County 6 . Responsib
a. Cooperation and Coordination . The County has designated the ( Chapel Hill/Orange
County Visitors Bureau Executive Director) 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 Owner ' s Risk Manager as such insurance
requirements are described in the Orange County Risk Transfer Policy and Orange
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County Minimum Insurance Coverage Requirements (each document is incorporated
herein by reference and may be viewed at
http : //orangecountync . gov./purchasing/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
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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 C
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. j
9 . Amendments to the Agreement f
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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 sixty (60 ) days prior written notice to I
the Provider .
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b . Other Termination . The Provider may terminate this Agreement based upon the County' s
material breach of this Agreements provided, the County has not taken all reasonable
actions to remedy the breach . The Provider shall give the County sixty ( 60) 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 .
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 .
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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
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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 ,
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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 ,
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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 . Pursuant to the terms of North Carolina General Statute
153A. 449 (b) no county may enter into a contract with a contractor unless the contractor
and the contractor ' s subcontractors comply with the requirements of Article 2 of Chapter '
64 of the North Carolina General Statutes . Where applicable , failure to maintain ['
compliance with the requirements of Article 2 of Chapter 64 of the General Statutes
constitutes Provider ' s breach of this Agreement . By executing this Agreement Provider }'
affirms Provider is in compliance with Article 2 of Chapter 64 of the North Carolina
General Statutes .
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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 . The Parties may agree to
nonbinding mediation of any dispute prior to the bringing of such suit or action .
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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 ,
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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 prof ect
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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
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 ,
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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 ,
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Orange County Provider ' s Name & Address
Attention : Laurie Paolicelli Clean Design
P . O . Box 8181 8081 Arco Coporate Drive
Hillsborough, NC 27278 Raleigh, NC 27617
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[ SIGNATURE PAGE TO FOLLOW]
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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 :
B B
Y Y• •
Barry Jacobs h
Orange Cou ty Boar of Co missioners Printed Name and Title
Attests,
Do aker, Clerk to the Bo
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[ SEAL] 4
This instrument has been approved as to technical content .
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Steve Brantley, Department Director
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This instrument has been pre- audited in the manner required by the Local Government Budget
and Fiscal Control Act ,
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Office of the Chief Financial Officer
This instrument has been approved as to form and legal sufficiency.
Of Xof the unty Attorney
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Form 32-A
PROFESSIONAL SERVICES AGREEMENT - ATTACHMENT A - CLEAN DESIGN
FOR MARKETING COMMUNICATIONS MANAGEMENT
This Attachment , effective the first day of July 2014 and ending the last day of June 2015 , provides
further definition and description of the terms of the contract by and between Clean Design , Inc . and
Orange County , North Carolina ,
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 .
2 . 02 Agency shall select or advise the client on the different kinds of advertising to use .
2 . 03 Agency shall be primarily responsible for developing the concept and design of advertising ,
web design and other marketing communications assignments .
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 and , in the case of
collateral , the appropriate form for outside suppliers to complete .
2 . 05 Agency shall place , or arrange for the placement of, the advertising on radio or television
stations or in newspapers , magazines or other media through an agency purchase of the time or space in
the media to display the advertising .
2 . 06 As assigned , the Agency shall develop and implement social media strategy & support 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 .
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2 . 08 Agency management shall meet with the Client on a basis deemed mutually agreeable by the
Client and the Agency .
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 .
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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 fee (AMF) , media
commissions and hourly charges . A fee of $ 6 , 000 per month shall be paid as the AMF . The monthly fee is
billed at the beginning of each month for which the services are performed . The monthly fee is
compensation for the overall management of the account ; including strategic planning , documentation of
activities , budget planning /monitoring , campaign creative concepts ( both traditional and digital ) , campaign
creative execution (design and copywriting ) , communications action plan and social media
strategy/execution .
4 . 02 As to advertising production , public relations activities and market research , each job shall be
the subject of a written estimate . Client may be invoiced upon estimate approval if the vendor requires a
deposit . The balance is billed upon completion of the job . I'
4 . 03 Any development and/or provision of tangible personal property to Client by Agency will be
the subject of separate agreement .
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4 . 04 Media that is purchased on behalf of Client will be billed at Agency' s cost with a 10 % mark- up c
or commissions . Other outside expenses will be passed along to the client with NO mark- up , these may
include but aren ' t limited to ; purchase of printing services , custom and stock photography , free - lance
illustration , broadcast/audio/video talent or . Agency shall be paid at cost for travel and other out-of- pocket
expenses directly related to the Account Management and to individual jobs .
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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 .
4 . 06 Agency bills by invoice . A service charge of 1 . 5 % per month ( 18 % per annum ) will be charged
on amounts outstanding past 30 days .
fees ' f ' t defaults under the payment provisions set feFth in this Agreement . :%
ARTICLE V
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TERMINATION
5 . 01 Upon termination of this Agreement for any reason Client's files and property held by Agency
shall be returned to Client provided Client has complied fully with Article IV herein .
5 . 02 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 . 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 .
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