HomeMy WebLinkAboutOTHER-2024-074-Professional Services Agreement with Clean, Inc ® IN L4 , ® t +
Docusign Envelope ID : 85BE164A-AEC5-4BD0- BE93 -9C8FDE09B4B1
tAL
[ Departmental Use Only]
TITLE Clean , Inc
FY 2024 -2025
NORTH CAROLINA
SERVICES AGREEMENT NO RFP/RFQ
4
ORANGE COUNTY
G
This Services Agreement (hereinafter "Agreement") , made and entered into this 1st day of
October, 2024 , ("Effective Date") by and between Orange County, North Carolina a political
subdivision of the State of North Carolina (hereinafter, the " County" ) and Clean, Inc . ,
(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.
c
1) This Agreement is for services to be rendered by Provider to County with respect
to (insert type of project) : Marketing and 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
required or necessary under this Agreement in a fully competent, professional and
timely manner .
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
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
ily complete the Project within the time limitations set
required in Section 3 to satisfactor
forth herein and in accordance with the highest professional standards .
b . Standard of Care .
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
performance of these services . Provider is solely responsible for the professional
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quality, accuracy and timely completion and 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 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 .
vi) Should any documents , exhibits , or addenda be attached to this Agreement, the
terms of this Agreement shall have priority in any conflict with or among the
terms of such referenced documents , exhibits , or addenda .
vii) Should this Agreement involve project designs , the construction or creation of
which is to be bid out or fulfilled by other contractors , and bidding or negotiation
with contractors produce prices which, when added to the other elements of the
approved total project cost, produce a cost that is in excess of the approved total
project cost, the Provider shall participate with the County in negotiation and
design adjustments to the extent such are necessary to obtain prices within the
approved total project cost. All activity of the Provider with respect to these
matters shall constitute Basic Services and shall be performed by the Provider
without additional compensation . If negotiation and design adjustments fail to
bring costs within the total project cost the County may reject all bids and
Provider will redesign or reduce portions of the project in an effort to reduce the
bid prices to within the total project cost and rebid the project . One such redesign
is included within Basic Services . If this second letting for bids does not produce
bids that are within the approved total project cost initially or after negotiations
with the contractor the cost is not reduced to an amount within the total project
cost, the Provider is not obligated to engage in further redesign .
3 . Basic Services
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a . Basic Services . The Services to be rendered pursuant to this Agreement are as follows
(fully describe services to be provided) : See Exhibit 1
4 . Duration of Services
a . Term . The term of this Agreement shall be from October 1 , 2024 to September 30 ,
2025 .
b . Scheduling of Services .
1) The Provider shall schedule and perform its activities in a timely manner .
11) 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 Providers Basic Services shall be October 1 ,
2024 .
5 . Compensation
a . Compensation for Basic Services . Compensation for Basic Services shall include all
compensation due the Provider from the County for all services satisfactorily (as
determined by the County) performed pursuant to this Agreement . The maximum
amount payable for Basic Services shall not exceed Six Hundred Nineteen Thousand
Four Hundred Forty and 00/ 100 Dollars ( $ 619 , 440 . 00) . Payment for satisfactorily
performed 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 (Laurie Paolicelli) to act as
the County' s representative with respect to the Proj ect who shall have the authority to
render decisions within guidelines established by the County Manager or the County
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Board of Commissioners and who 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 . orangecountync . 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 . To the extent authorized by North Carolina law 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 .
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 . Either party may
terminate this Agreement upon notice to the other party that obligations pursuant to this
Agreement are made impractical due to declarations of emergency by Orange County or
by North Carolina due to events directly impacting Orange County . Both parties shall
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remain responsible for all payment and performance due up to the receipt of such notice ,
but shall have no further obligation or responsibility beyond that date provided the
terminating party has taken all reasonable steps to complete the performance of its
obligations .
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 . Upon request of the County, the Provider shall submit to County all
relevant documentation, including but not limited to , job cost records , to support
its claims for final compensation .
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 work on the Basic
Services and shall not resume the Basic Services until notified to proceed by County .
11 . Additional Provisions
a . Limitation and Assignment . The County and the Provider each bind themselves , their
successors , assigns and legal representatives to the terms of this Agreement . Neither the
County nor the Provider shall assign or transfer its interest in this Agreement without the
written consent of the other . There are no third-party beneficiaries of this Agreement and
nothing in this Agreement, express or implied, is intended to confer on any person other
than the parties hereto (and their respective successors , heirs and permitted assigns) , any
rights , remedies , or obligations .
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 . 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 .
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c . Non-Discrimination . 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 non- discrimination laws , policies , rules , and regulations and the Orange
County Non-Discrimination Policy and Orange County Living Wage Policy (each
Orange County policy is incorporated herein by reference and may be viewed at
hqp : //www . orangecounlync . gov/departme-nts/purchasing ivision/contracts php . ) Any
violation of the Orange County Non-Discrimination Policy 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 .
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
ider and supersedes all prior negotiations
between the County and the Prov ,
representations or agreements , either written or oral . This Agreement may be amended
itten instrument signed by both parties . Modifications may be evidenced by
only by wr
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 or 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 or 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 .
In the event of a change in the County ' s statutory authority, mandate or mandated
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functions , by state 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 1 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
Attention : Laurie Paolicelli/CHOCVB Clean, Inc .
P . O . Box 8181 806 McCulloch St . , # 102
Hillsborough, NC 27278 Raleigh, NC 27603
[ SIGNATURE PAGE TO FOLLOW]
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Docusign Envelope ID : 85BE164A-AEC5-4BD0-BE93 -9C8FDE09B4B1
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 :
DocuSigned by: DocuSigned by:
By . traxis ' 4 10 / 1/ 2024 B : a i - 9 / 27 / 2024
Y
Travis yren,"County Manager
Lee Davis , CEO
Printed Name and Title
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Docusign Envelope ID : 85BE164A-AEC5-4BD0- BE93 -9C8FDE09B4B1
ORANGE COUNTY INTERNAL USE ONLY
Finance Information
Vendor Name : Clean, Inc . Vendor Contact Person : Lee Davis , CEO Phone : 919-544-2193 Address : 806
McCulloch Street, Suite 102 City Raleigh State : NC Zip : 27603 Department: Econ Dev/Visitors Bureau Amount.
$ 619 ,440 . 00 Purpose : Marketing and communications management Budget Code(s) : 37600520 -600000 Vendor #
60897
Vendor Status with NCSOS : Current -Active Vendor is a BOCC consultant : ❑Yes ® No
Contract Details
Contract Type : ® New ❑ Amendment (Original Contract : ) (Most Recent Amendment )
Effective Date October 1 , 2024 End Date September 30 , 2025 Notice Date (Notice Purpose )
Award
® Approved by Board (Agenda Date : 9/ 17/2024) ; ❑ Made or Administered by
Signature Authority
❑ BOCC Express Delegation (Agenda Date : )
Policy 9 . 4 : ❑Under $ 5 , 000 ; ❑ Service Under $ 90 , 0004 ❑ Construction Under $250 , 000
❑ Budget Policy Section XV (Capital Improvement Project :
Biddin
❑ Informal Bidding ($ 30k490k) ; ❑ Formal RFP ($ 90k+) ; ❑ Other (<$ 30k) ; ❑ Exception(# �
Department Affirmation
® This agreement is approved as to technical form and content and I as Department Director affirmatively state
work, on this project has not been initiated prior to execution of the agreement.
❑ This agreement is approved as to technical form and content. Services related to this agreement have already
begun or been completed . Descriptiyi e of the emergency condition that was addressed :
Department Director ' s Signature r5 UVt J?4" Date : 9 / 27 / 2024
Information Technologies
This agreement has been reviewed and is approved as to information technology content and specifications .
Office of the Chief Information Officer Date :
® Inapplicable because no hardware/software purchases or related services
Risk Management
This agreement is approved for sufficienc 41%. standards, specifications , and requirements :
Office of the Risk Management Office SSa fit,�L�t,V' Date : 9 / 30 / 2024
Financial Services
This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control
Act: DocuSigned by:
Office of the Chief Financial Office
a4ov � ��� Date : 10 / 1 / 2024
7D4E5181ACC1409...
Legal Services
This agreement is approved as tp4thgmitftnoand sufficiency .
6LVi. 1�81�u� s 10 / 1/ 2024
Office of the County Attorne Date :
Clerk to the Board
All Docusign contracts must be copied to the Clerk upon completion : occlerl,docs@orangecountync . gov
The following signature block is for hard copies only and is not required for Docusign contracts ,
Received for record retention :
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Office of the Clerk to the Board Date :
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Docusign Envelope ID : 85BE164A-AEC5-4BD0- BE93 -9C8FDE09B4B1 EXHIBIT 1
AD' J 5 w
CLEAN
Client : Chapel Hill / Orange County CVB
Project : ' 24 — ' 25 Contract ( October 1 , 2024 — September 30, 2025 )
Date : July 22 , 2024
This contract confirms that Chapel Hill/Orange County Visitors Bureau , hereinafter referred to as Client, has hired
Clean, Inc . of 806 McCulloch Street Suite 102, 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 October 1, 2024 -
September 30, 2025 , 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 .
j
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
dayAo- day point of contact to manage the account and funnel all
communications/ requests from the Client to the internal brand team and departments .
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 .
Docusign Envelope ID : 85BE164A-AEC5-4BD0-BE93 -9C8FDE09B4B1 19 . 544 . 2193 w : cleaninc . com
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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 .
• Bkmonthly reporting to be sent to leadership team with key insights and recommendations
based on performance,
• 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 .
• Recommendations on additional research that may be needed , whether qualitative or
quantitative .
Creative Development and Direction
• Develop a resultsAriven 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 .
Docusign Envelope ID : 85BE164A-AEC5-4BD0-BE93-9C8FDE09B4B1
rroviae irauiuonai/ non - Lraaiucinai Dig 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 .
o Provide management of the production of various creative concepts and delivery to media
vehicles as required , along with support from account and project management .
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a : 806 McCulloch Street, Suite 102, Raleigh , NC 27603 p : 919 . 544 . 2193 w : cleaninc . com
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• 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 :
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• 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 .
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° 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 .
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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 f
placement, outside vendor purchase, and billing .
c
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
r
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 .
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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 .
Ownership, Custody, and Control of Property
a : 806 McCulloch Street, Suite 102 , Raleigh , NC 27603 p : 919544 . 2193 w ; deaninc . com
ADUERTI SING
LEAN J a DESIGN
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 .
Confidentiality
The Agency shall maintain the confidentiality of all information designated by the Client as being secret or
confidential .
Liability
Indemnification :
• We agree to exercise our best judgment 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 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 .
Term and Termination
Docusign Envelope ID : 85BE164A-AEC5-4BD0-BE93-9C8FDE09B4B1 ) ctober 1., 2024 and continue for the next fiscal year 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 .
Assignment
This Agreement is not assignable by the Agency without the express written permission of the
Client . Governing Law
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a : 806 McCulloch Street, Suite 102, Raleigh , NC 27603 p : 919 . 544 . 2193 w : cleaninc . com
< JERT
CLEAN .= r
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 .
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&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 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
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 $
Lee Davis, CEO , Clean Inc .
[ Exhibit A : Compensation ]
For FY24-25 , the Client has a total budget of $ 619, 440 including Agency and media fees .
Paid Media / Fee
$ 57 , 440 - 2025 CVENT Paid Media Contract
Docusign Envelope ID : 85BE164A-AEC5-4BD0-BE93 -9C8FDE09B4B1
• �) �5 .� u, uuu - paia media speria ror Leisure aria Meetings Campaigns
o Includes standard 15965 commission to Clean for Agency time associated with planning and
completing the buy
• $ 232, 000 - total Agency fee
o The Agency fee was calculated based on a blended rate of $ 165/ hour . Annual hours are 1 , 406 ,
therefore 117 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 : 806 McCulloch Street, Suite 102, Raleigh , NC 27603 p : 919 . 544 . 2193 w : cleaninc . com
A D V E 104
CLEAN DESION
[ Exhibit B : Project Schedule]
- October 2024 to September 2025 — Brand Strategy development and implementation , media
planning and buying, creative development and execution
Approved by Date