Loading...
HomeMy WebLinkAbout2008-024 Purchasing - Ballen Media Consultant Services Land Transfer Tax Voter Info EffortBallen Media Consultant Service Agreement . This Agreement ("Agreement's is entered into as of the 20th day of March, 2008 by and between Ballen Media, ("Consultant") a North • Carolina Limited Liability Company, located at 415 West Hwy 54, Durham, North Carolina 27713 and Orange County, ("County's with the principle location at 129 East King Street, Hillsborough, North Carolina 27278, collectively referred to as the "Parties". The Parties hereto agree as follows: 1. Engagemeat. County hereby engages Consultant to assist Orange County with its voter information effort related to the scheduled May 6, 2008 referendum on the possible levying of a real property transfer tax, as further detailed in the scope of work provided at Attachment A, which is incorporated herein by reference. . 2. Term. a. The term of this Agreement shall begin on the 20~' day of March, 2008 and shall terminate on the 6th day of May, 2008 (`"Termination Date', unless otherwise terminated or extended as provided herein. b. The Parties may terminate this Agreement for convenience. The terminating party shall provide written notice of termination, via certified mail, specifying the effective date of termination ("Notice of Termination'. The effective date of termination specified in the Notice of Termination shall not be less than seven (7) days following the delivery of the Notice of Termination. 3. Compensation. a. County agrees to pay the Consultant a sum not to exceed one hundred thousand dollars ($100,000), consistent with the engagement budget detailed in Attachment B. This not-to- exceed amount is inclusive of any and all obligations Consultant may incur in carrying out the Scope of Work outlined in Attachment A. By way of example, but without limitation, such obligations include payments to print, radio, and cable television media outlets related to designing, producing, placing and running advertisements on behalf of County. b. Payment to the Consultant shall be provided upon the approval by County of all required reports, invoices, payment requests, and other documentation submitted by Consultant. County shall deliver payment no later than fifteen working days after submission by Consultant of such documents. c. For media buys that require payment in advance by the outlet before advertising can be scheduled and run, County will endeavor to make immediate payment to Consultant to facilitate timely publication of approved advertisements. Consultant will timely deliver all required media authorization forms for review and signature approval by the County M~~'- 4. Scope of Work/Duties. Consultant shall render all activities at the request of County in accordance with the table of tasks, timelines, and deliverables as described in the Scope of Work at Attachment A. County understands that Consultant has other engagements during the term of this agreement and that Consultant shall perform Consultant activities/services at such places and at • such times as are reasonably convenient to Consultant. Consultant shall observe all policies and directives promulgated and provided to Consultant, from time to time, by County. Elements of the scope of work. may be modified by mutual agreement of County and Consultant to respond to developing voter information needs that may be identified during the course of this engagement. -1- S. Disclosure of Information. a. Consultant shall.not disclose or appropriate to Consultant's own use, or to the use of any third party, at any time during or subsequent to the term of this Agreement, any confidential information of County of which Consultant has been or hereafter becomes informed, whether • or not developed by Consultant, including, but not limited to: information pertaining to data collected and analysis thereon, customer lists, services, methods, processes, prices, profits, contract terms or operating procedures, except as required in coffiection with Consultant's performance of this Agreement, or as required by the North Carolina Public Records Law or by a court of competent jurisdiction.. b. County shall have the right to obtain injunctive relief, without bond, for violation of the terms of this entire Section 5. The terms of this entire Section 5 shall survive the term of this Agreement. 6. Assignment. This agreement and obligations of Consultant herein are expressly non-assignable. 7. Independent Contractor. It is. expressly agreed that the Consultant is acting as an independent contractor in performing activities/services hereunder. This Agreement shall not be construed to create an employer/employee relationship, a partnership, or joint venture between the Parties. 8. Enforcement. a. Severability and Substitution of Valid Provisions. Each provision of this Agreement shall be severable. If any provision is held invalid, contrary to, or in conflict with any law or regulation by a tribunal with competent jurisdiction in a proceeding to which County or Consultant is a party, the remainder of this Agreement shall remain in effect. b. Waiver of Obligations. County or Consultant may by written instrument unilaterally waiv~ or reduce any obligation of or restriction upon the other under this Agreement, effective upon delivery of written notice thereof to the other or upon such other effective date stated in the written notice. Any waiver by either Party (whether or not in writing) shall be without prejudice to said Party's other rights, will be subject to said Party's continuing review, and may be revoked in County's sole discretion, effective upon delivery to said other Party often (10) days prior written notice. County and Consultant shall not be deemed to waive or impair any right, power, or option reserved by this Agreement: (1) by virtue of any custom or practice different from the terms hereoF (2) by failure, refusal, or neglect to exercise any right under this Agreement or to insist upon the other's exact compliance with its obligations; (3) by" omission to exercise any right, power or option, with respect to Consultant; or (4) by County's acceptance of any payments due from Consultant after any breach of this Agreement. c. Force Majenre. Neither County nor Consultant shall be liable for loss or damage or deemed to be in breach of this Agreement if its failure to perform results from: (1) transportation shortages, strikes, inadequate. supply of equipment, supplies, material, or energy, or the voluntarily foregoing of the right to acquire or use any of the foregoing in order to accommodate or- comply -with the- orders,--requests;- regulations;... recommendations or instructions of any federal, state, or municipal government or any department or agency thereof; (2) compliance with any law, ruling, order, regulation, requirement, or instruction of any federal, state or municipal government or any department or agency thereof (other than an order, requirement or instruction arising from a violation of law by Consultant); (3) acts of God; and (4) acts or omissions of the other party hereunder. Any delay resulting from any such cause shall extend performance accordingly or excuse performance, in whole or in p as may be reasonable, except that said causes shall not excuse payments of amounts owed the -tune of such occurrence. -2- . d. Rights of Parties are Cumulative. The Parties' rights hereunder are cumulative. No exercise or enforcement of any right or remedy hereunder shall preclude the exercise or enforcement of any other right or remedy hereunder or to which County or Consultant is entitled by . law. e. Governing Law. This Agreement shall be governed by the laws of the State of North Carolina. Consultant agrees and consents to the exclusive jurisdiction of the courts of the State of North Carolina for all purposes regarding this Agreement, and further agrees and consents that venue of any action hereunder shaIl be in the County of Durham, Durham, North Carolina or in the County of Orange, Hillsborough, North Carolina. f. Binding EH'ect. This Agreement binds the parties and their respective executors, administrators, assigns and successors in interest. g. ModiScation. This Agreement, including this provision, shall not be modified except by expressed written and signed consent by both Parties. h. Best Efforts. Consultant shall use its best efforts to perform its obligations hereunder. i. Construction. (1) The recitals, attachments, and exhibits are part of this Agreement. (2) There are no other oral or written understandings or agreements between County and Consultant relating to the subject matter of this Agreement. (3) Nothing in this Agreement shall confer any rights or remedies upon any person or legal entity not a party hereto. (4) Headings and paragraphs are for convenience only and do not define, limit or construe the contents of such sections or paragraphs. j. Cure. It is agreed that as a condition precedent to any assertion by either Party ("Non- Defaulting Party's that the other Party is in default in performing any obligations in this Agreement ("Defaulting Party', the Non-Defaulting Party shall advise the Defaulting Party in writing of the specific facts about which it is claimed that the Defaulting Party is in default, and of the specific obligation which the Non-Defaulting Party claims has been breached. The Defaulting Party shall have seven (7) days after receipt of such written notice within which to cure such alleged default. 9. Execution. This Agreement may be executed in multiple copies, each of which shall be deemed an original. 10. Notices and Payments. Except as otherwise expressly pmved herein, all written notices and reports permitted or required to be delivered by the provisions of this Agreement shall be deemed so delivered at the time delivered by hand, one (1) business day after transmission by telegraph, fax or other electronic system or three (3) business days after placement in the United States Mail by Registered or Certified Letter, Return Receipt Requested, postage prepaid and addressed as follows: CONSULTANT: Mr. Gil Fitts Managing Director Ballen Media 414 West Highway 54 Durham, North Carolina 27713 -3- COUNTY: Laura Blac oa, County Manager County of ge Post Officc x 8181 129 East Street Hillsborou NC 27278 All invoices and reports ~ noted above. 11. Entire Agreement. This Ag subject matter hereof and s concerning the subject matter Ballen Media, LLC -Media Consultant By: Q~lford Fits, Managing Director Date(: ~ j$"/8~ Orange County Board of Commissioners ed by this Agreement shall be directed to County at the address contains the entire contract of the parties with respect to the ~ all agreements and understandings between the parties Executed as of the date fast above written, • Date: Y~ This instrument has been pre-audited in a required by the Local Government BudgE Fiscal Control Act. Gary H finance Officer manner ;t and • -4- BALEEN MEDIA CONSULTA ERVICES AGREEMENT ~ S ATTACHMENT A - PE OF WORK: TASKS, TIMELINES, AND DELIVERABLES BALEEN MEDIA CONSULT NT SERVICES AGREEMENT ATTACHME T B -ENGAGEMENT BUDGET 1 Net Media and Placement Costs Net Media /Direct Mail /Event Costs $ 60,000 Media Contingencies 10,000 Total Media 70,000 Placement costs (expressed as a percentage of total) 5% $ 3,500 Net Media and Placement Total $ 73,500 2 Personnel Costs Project Manager 5,000 Media Director '` " Public Relations 4,000 Communications /PR 3,500 Production Asst. 2,500 * Placement Costs 3 Creative and Collateral. Materials (includes intemet) 10,000 4 Operational Expenses ~ 1,250 5 Miscellaneous 250 Total Costs (not to exceed amount) - $ 100,000 • • •