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HomeMy WebLinkAboutMARKETING FOR ADVERTISING AGENCY1- U` CONSULTING SERVICES AGREEMENT WITH HALL MARKETING FOR ADVERTISING AGENCY FOR THE AUGUSTA REGIONAL AIRPORT This contract made and entered into this 7 day of o by and between 4 11 4 AUGUSTA, GEORGIA, a political subdivision of the State of Georgia, acting through the AUGUSTA AVIATION COMMISSION whose address is 1501 Aviation Way, Augusta Regional Airport at Bush Field, Augusta, Georgia 30906 -9600, hereinafter referred to as the CLIENT, and HALL MARKETING, INC., hereinafter referred to as the CONSULTANT. WHEREAS, the Augusta Aviation Commission (AAC), which operates Augusta Regional Airport at Bush Field (AGS), desired to retain the services of a full service advertising agency to provide counsel, to carry out market research, to develop a comprehensive integrated marketing strategy and to produce a multi- faceted advertising campaign to support the mission of the Airport and Aviation Commission; and WHEREAS, the mission of the Augusta Regional Airport is to serve as the commercial service Airport for Augusta and the Central Savannah River Area providing a customer friendly transportation experience. The Airport also facilitates and supports the growth of related industry to strengthen the economic base located at the Airport; and WHEREAS, the CLIENT received proposals from several qualified firms in response to its Request For Qualifications (RFQ); and WHEREAS, after reviewing the proposals the CLIENT determined it would be in its best interest to enter into an agreement with CONSULTANT to provide these services. WHEREAS, the CONSULTANT has represented to the CLIENT that it has knowledge and experience in the CSRA travel and tourism market; knowledge and experience in marketing yj Airports or other travel /tourism products; experience in integrated marketing program 1 development and implementation; working knowledge and success with consumer branding and effective advertising; a proven record in facilitation and designing strategic plans and comprehensive resources in the area of experience, expertise, creative talent and manpower, as well as the necessary systems. WHEREAS, on , 2009, the Augusta Richmond County Board of Commissioners approved the solicitation of these services for the Augusta Regional Airport (hereinafter AGS). STATEMENT OF CONSIDERATION NOW, THEREFORE, for and in consideration of the mutual promises and covenants contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, CONSULTANT and the CLIENT, intending to be legally bound, do hereby covenant and agree as follows: SECTION I SCOPE OF SERVICES TO BE PROVIDED 1.1 The proposal submitted by CONSULTANT and RFQ 09 -055, Advertising Agency are hereby incorporated by reference into this Agreement as if fully set forth herein. 1.2 CONSULTANT is authorized to purchase advertising space, time, services and material. CONSULTANT understands its authorization shall be subject to the budgets, plans, policies and terms as approved by CLIENT. 1.3 CONSULTANT may, after receiving written authorization from CLIENT, execute standard contracts and order forms that are used in the advertising industry to purchase advertising. 1.4 During the term of this Agreement CONSULTANT shall serve as the sole contact source for all media and upon approval of the CLIENT shall disperse such budgets, as the CLIENT deems responsible. FA 1.5 CONSULTANT may provide integrated marketing program development and implementation. This program may include, but not be limited to, the development of detailed annual media plan, public relations campaign, multi media advertising (design, produce, and buy), web site design and marketing, and direct marketing. 1.6 CONSULTANT may provide CLIENT with facilitation and assistance with strategic plan creation and implementation. 1.7 CONSULTANT may provide such consultation and creative support in order to reinforce the Airport's brand positioning, and respond quickly to opportunities that present themselves, such as improvements in fares and/or services. SECTION II GENERAL CONDITIONS 2.1. TERM. The initial term of this agreement will commence upon the date of execution and will continue in effect for a period of two (2) years. This agreement may be renewed or extended for three (3) additional one (1) year options upon mutual consent of both parties with all terms and conditions remaining the same. 2.2 TERMINATION. The CLIENT may cancel this contract any time for breach of contractual obligations by providing written notice of such cancellation. Should the CLIENT exercise its right to cancel the contract for such reasons, the cancellation shall become effective on the date as specified in the notice of cancellation. Furthermore, the CLIENT may terminate this agreement at any time upon the giving of written notice as follows: a) In the event that the CONSULTANT fails to discharge any obligations or remedy any default or breach under this agreement for a period continuing more than thirty (30) days after the providing written notice specifying such failure or default and that such failure or default continues to exist as of the date upon which such notice so terminating this agreement is given; or 3 b) In the event that the CONSULTANT makes an assignment for the benefit of creditors, or commences or has commenced against it any proceeding in bankruptcy, insolvency, or reorganization pursuant to bankruptcy laws or laws of debtor's moratorium; or c) In the event that appropriate and otherwise unobligated funds are no longer available to satisfy the obligations of CLIENT. 2.3 WORK AUTHORIZATION. Each assignment performed under Section I will be initiated upon the specific written or verbal request and authorization of the CLIENT. 2.4 BASIC DATA PROVIDED BY THE CLIENT. The CLIENT will assist the CONSULTANT in obtaining such data and information as are needed and available. 2.5. CLIENT REPRESENTATIVE. To expedite the undertaking of services performed under this contract and to permit the coordination of materials, commitments, and correspondence, the CLIENT will designate a specific staff member as its representative to whom all correspondence, materials, and requests for conferences and information will be directed. The CLIENT designates Diane Johnston, Director of Marketing, (706) 796 -4002, as its representative to whom all correspondence should be directed. SECTION III. CONSIDERATION/FEES 3.1 CLIENT shall pay to CONSULTANT the fees and expenses as set forth on Exhibit A attached hereto (the "Rate Schedules "). The rates as set forth in Exhibit A shall be in effect for the duration of this agreement. The fees to be paid to CONSULTANT for services under this contract will be determined either on the actual time and materials expended on the work or on a per project basis, depending on the nature of the assignment requested and will be subject to CLIENT acceptance and approval for each assignment. 0 SECTION IV. REPRESENTATIONS AND WARRANTIES OF CONSULTANT. CONSULTANT hereby represents and warrants to the CLIENT as follows: 4.1 EXISTENCE AND POWERS. CONSULTANT is a corporation duly organized and validly existing under the laws of Georgia and is duly qualified to do business in the State of Georgia, with full power, authority and legal right to enter into and perform its obligations under this Agreement. 4.2 DUE AUTHORIZATION AND BINDING OBLIGATION. This Agreement has been duly authorized, executed and delivered by CONSULTANT and constitutes a legal, valid and binding obligation of CONSULTANT, enforceable against CONSULTANT in accordance with its terms, except to the extent its enforceability may be limited by (i) applicable bankruptcy, reorganization, moratorium or similar laws affecting enforcement of creditors' rights or remedies generally, (ii) general equitable principles concerning remedies, and (iii) limitations on the enforceability of rights to indemnification by federal or State laws or regulations or public policy. 4.3 NO CONFLICT. To its knowledge, neither the execution nor delivery of this Agreement by CONSULTANT, nor the performance by CONSULTANT of its obligations hereunder (i) conflicts with, violates or results in a material breach of any law or governmental regulation applicable to CONSULTANT, (ii) conflicts with, violates or results in a material breach of any term or condition of any order, judgment or decree, or any contract, agreement or instrument, to which CONSULTANT is a party or by which CONSULTANT or any of its properties or assets are bound, or constitutes a material default under any of the foregoing, or (iii) constitutes a default under or results in the creation of, any lien, charge, encumbrance or security interest upon any assets of CONSULTANT under any agreement or instrument to which CONSULTANT is a party or by which CONSULTANT or its assets may be bound or affected. 5 4.4 NO APPROVALS REQUIRED. No approval, authorization, order or consent of, or declaration, registration or filing with, any Governmental Authority is required for the valid execution and delivery of this Agreement by CONSULTANT or the performance of its obligations hereunder, except such as have been duly obtained or made. 4.5 FINANCIAL CONDITION. There has been no material adverse change in the financial condition of CONSULTANT that would impair the ability of CONSULTANT to perform its obligations under this Agreement. 4.6 NO COLLUSION. CONSULTANT's Proposal is genuine and not collusive or a sham. CONSULTANT has not colluded, conspired, connived or agreed, directly or indirectly, with any other person, to put in a sham proposal, or to refrain from proposing, and has not in any manner, directly or indirectly, sought, by agreement, collusion, communication or conference with any person, to fix the prices of CONSULTANT's Proposal or the proposals of any other Person or to secure any advantage against any Person interested in this Agreement. 4.7 INFORMATION SUPPLIED BY CONSULTANT. The information supplied and representations and warranties made by CONSULTANT and in all submittals made in response to the RFQ, including CONSULTANT's Proposal, and in all post- proposal submittals with respect to CONSULTANT (and, to its knowledge, all information supplied in such submittals with respect to any Subsidiary or Subcontractor) are true, correct and complete in all material respects. CONSULTANT's Proposal does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary in order to make the statements therein not misleading. 4.8 ETHICS: GRATUITIES AND KICKBACKS. Neither CONSULTANT, any subsidiary, or any agent or other representative of CONSULTANT has given or agreed to give, 31 any employee or former employee of the CLIENT or any other person, a gratuity or an offer of employment in connection with any decision, approval, disapproval, recommendation, preparation or any part of a procurement requirement or a purchase request, influencing the content of any specification or procurement standard, rendering of advice, investigation, auditing, or in any other advisory capacity in any proceeding or application, request for ruling, determination, claim or controversy, or other particular matter pertaining to any procurement requirement or a contract or subcontract, or to any solicitation or proposal for a contract or subcontract. Notwithstanding any other provision hereof, for the breach or violation of this representation and warranty and upon a finding after notice and hearing, the CLIENT may terminate this Agreement. 4.9 CONTINGENT FEES. CONSULTANT has not employed or retained any company or person, other than a bona fide employee working for CONSULTANT, to solicit or secure this Agreement; and CONSULTANT has not paid or agreed to pay any company, association, corporation, firm or person, other than a bona fide employee working for the CONSULTANT, any fee, commission, percentage, gift or any other consideration contingent upon or resulting from the award or making of this Agreement. For the breach or violation of this representation and warranty and upon a finding after notice and hearing, the COUNTY may terminate this Agreement and, at its discretion, may deduct from fees or otherwise recover, the full amount of any such fee, commission, percentage, gift or consideration. SECTION V. MISCELLANEOUS PROVISIONS 5.1. CONSULTANT will promptly observe and comply with applicable provisions of all published federal, state, and local laws, rules and regulations which govern or apply to the services rendered by CONSULTANT herein, or to the wages paid by CONSULTANT to its employees. 7 5.2. CONSULTANT will procure and keep in force during the term of this agreement all necessary licenses, registrations, certificates, permits, and other authorizations as are required herein. 5.3. All reports, documents, data bases, commercials, and other deliverable products produced by CONSULTANT for sole purpose of CLIENT under the terms of this agreement will at all times be the exclusive property of the CLIENT. 5.4 GOVERNING LAW. This Agreement and any questions concerning its validity, construction or performance shall be governed by the laws of the State of Georgia, irrespective of the place of execution or the place or places of performance. 5.6 COUNTERPARTS. This Agreement may be executed in more than one counterpart, each of which shall be deemed to be an original and all of which taken together shall constitute one and the same instrument. 5.7 SEVERABILITY. In the event that any part, provision or term of this Agreement shall, for any reason, be determined to be invalid, illegal, or unenforceable in any respect, the Parties shall negotiate in good faith and agree to such amendments, modifications, or supplements of or to this Agreement or such other appropriate actions as shall, to the maximum extent practicable in light of such determination, implement and give effect to the intentions of the Parties as reflected herein, and the other provisions of this Agreement shall, as so amended, modified, supplemented, or otherwise affected by such action, remain in full force and effect. 5.8 NO THIRD PARTY BENEFICIARY. This Agreement is intended to be solely for the benefit of CONSULTANT and the CLIENT and their respective successors and permitted assigns and is not intended to and shall not confer any rights or benefits on any Person not a signatory hereto. 5.9 CLIENT APPROVALS AND CONSENTS. When this Agreement shall require any approval or consent by the CLIENT to a CONSULTANT submission, request or report, the approval or consent shall be given by the CLIENT's Authorized Representative in writing and such writing shall be conclusive evidence of such approval or consent, subject only to compliance by the CLIENT with the applicable law that generally governs its affairs. Unless expressly stated otherwise in this Agreement, and except for requests, reports and submittals made by the CONSULTANT that do not, by their terms or the terms of this Agreement, require a response or action, if the CLIENT does not find a request, report or submittal acceptable, it shall provide written response to CONSULTANT describing its objections and the reasons therefore within thirty (30) days of the CLIENT's receipt thereof. If no response is received, the request, report or submittal shall be deemed rejected. 5.10 NOTICES AND AUTHORIZED REPRESENTATIVES. All notices, consents, approvals or communications required or permitted hereunder shall be and may be relied upon when in writing and shall be (i) transmitted by registered or certified mail, postage prepaid, return receipt requested, with notice deemed to be given upon receipt, or (ii) delivered by hand or nationally recognized courier service, or (iii) sent by facsimile transmission with confirmed receipt thereof, with a hard copy thereof transmitted pursuant to (i) or (ii) above. All such notices, consents, approvals or communications shall be addressed as follows: For CLIENT: Augusta Regional Airport 1501 Aviation Way Augusta, Georgia 30909 Attn: Diane Johnston, Director of Marketing For CONSULTANT: Hall Marketing Inc. 519 Blackburn Drive Martinez, Georgia 30907 Attn: 0 5.11 NONDISCRIMINATION. During the performance of services under this contract, CONSULTANT agrees that it will not discriminate against any employee or applicant for employment because of race, color, religion, sex, age, or national origin. CONSULTANT will take affirmative action to ensure that applicants are employed, and employees are treated during employment, without regard to their race, color, religion, sex, age, or national origin. Such action will include but not be limited to the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. 5.12 INDEMNIFICATION. CONSULTANT hereby agrees to hold harmless, indemnify and defend the CLIENT, its members, officers and employees, against any claim, action, loss, damage, injury (whether mental or physical, and including death to persons, or damage to property), liability, cost and expense of whatsoever kind or nature including, but not by way of limitation, attorneys' fees and court costs, caused by negligent acts or acts of commission or omission by CONSULTANT its officers, employees, sub consultants, or other representatives. SECTION VI. ENTIRE AGREEMENT This agreement constitutes the entire agreement between the parties and will supersede and replace all prior agreements or understandings, written or oral, in relation to the matters set forth herein. Notwithstanding the foregoing, however, Hall Marketing, Inc. hereby affirms the completeness and accuracy of all of the information provided by it in its proposal to the CLIENT in pursuit of this agreement. 10 IN WITNESS WHEREOF, the parties hereto have caused this agreement to be executed and their seals to be affixed hereto as of the day and year first above written Signed, sealed, and delivered R . In the presence of: AUGUSTA RIH1OhD COUNTY By: Notary lic, State of GA As its: A` �^� My Commission Expi . N mbir Public, Caiu CoLin j, Georgia [ ALj� i y "� � \ Ex pires July 27, 209 Q ) J Signed, sealed, and delivered In the presence of NcWPublic, State of GA My Commission Expires: e) G rs , A GUSTA VIATION OMMISSION B As its: CHAIRMAN [SEAL] Si ned, sealed, and delivered otary P lic, State of GA y ommission Expires: a y HALL MARKETING, INC By: As its: 1 . (BALANCE OF PAGE LEFT INTENTIONALLY BLANK) 11