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HomeMy WebLinkAbout2016-326-E Visitors Bureau - Conventions Sports & Leisure for feasibility study of potential new convention center, etc. in OC DocuSign Envelope ID: 137AC14B-6250-4081-9084-0BF0B086A047 [Departmental Use Only] TITLE FY NORTH CAROLINA SERVICES AGREEMENT UNDER $90,000.00 RFP ORANGE COUNTY This Services Agreement(hereinafter "Agreement"), made and entered into this 15th day of June, 2016, ("Effective Date") by and between Orange County, North Carolina a political subdivision of the State of North Carolina (hereinafter, the "County") and Conventions Sports & Leisure, (hereinafter, the "Provider"). WITNESSETH: That the County and Provider, for the consideration herein named, do hereby agree as follows: 1. Services a. Scope of Work. i) This Services Agreement ("Agreement") is for professional services to be rendered by Provider to County with respect to (insert type of project): Feasibility study of potential new convention center/public assembly facility or other visitor- oriented development in Orange County. ii) By executing this Agreement, the Provider represents and agrees that Provider is qualified to perform and fully capable of performing and providing the services required or necessary under this Agreement in a fully competent, professional and timely manner. iii) Time is of the essence with respect to this Agreement. iv) The services to be performed under this Agreement consist of Basic Services, as described and designated in Section 3 hereof. Compensation to the Provider for Basic Services under this Agreement shall be as set forth herein. 2. Responsibilities of the Provider a. Services to be provided. The Provider shall provide the County with all services required in Section 3 to satisfactorily complete the Project within the time limitations set forth herein and in accordance with the highest professional standards. b. Standard of Care. i) The Provider shall exercise reasonable care and diligence in performing services under this Agreement in accordance with the highest generally accepted standards of this type of Provider practice throughout the United States and in accordance Revised 1/16 1 DocuSign Envelope ID: 137AC14B-6250-4081-9084-0BF0B086A047 with applicable federal, state and local laws and regulations applicable to the performance of these services. Provider is solely responsible for the professional quality, accuracy and timely completion and/or submission of all work related to the Basic Services. ii) Provider shall be responsible for all errors or omissions of its agents, contractors, employees, and 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) Provider agrees that Provider, its employees, agents and its subcontractors, if any, shall be required to comply with all federal, state and local antidiscrimination laws, regulations and policies that relate to the performance of Provider's services under this Agreement. 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 or Qualifications (the "RFP") "RFP Number 5216 for "CONVENTION CENTERS/PUBLIC ASSEMBLY FACILITIES STUDY" issued December, 2015, and the Provider's proposal, which are fully incorporated and integrated herein by reference together with Attachments A (designate all attachments). In the event a term or condition in any document or attachment conflicts with a term or condition of this Agreement the term or condition in this Agreement shall control. Should such conflict arise the priority of documents shall be as follows: This Agreement, the County's RFP together with attachments, Provider's Proposal together with attachments. Revised 1/16 2 DocuSign Envelope ID: 137AC14B-6250-4081-9084-0BF0B086A047 ii) The Basic Services will be performed by the Provider in accordance with the following schedule: (Insert task list and milestone dates) Task Milestone Date 1. Market Demand Analysis August 6, 2016 2. Market Supportable Facility Development Options August 6, 2016 3. Utilization Demand Analysis September 9, 2016 4. Potential Cost Analysis September 9, 2016 5. Evaluation of Ownership/Management Options September 9, 2016 6. Economic Impact and Cost/Benefit Analysis September 9, 2016 7. 8. 9. 10. iii) Should County reasonably determine that Provider has not met the Milestone Dates established in Section 3(a)(ii), County shall notify Provider of the failure to meet the Milestone Date. The County, at its discretion may provide the Provider seven (7) days to cure the breach. County may withhold the accompanying payment without penalty until such time as Provider cures the breach. In the alternative, upon Provider's failure to meet any Milestone Date the County may modify the Milestone Date schedule. Should Provider or its representatives fail to cure the breach within seven (7) days, or fail to reasonably agree to such modified schedule, County may immediately terminate this Agreement in writing, without penalty or incurring further obligation to Provider. This section shall not be interpreted to limit the definition of breach to the failure to meet Milestone Dates. 4. Duration of Services a. Term. The term of this Agreement shall be from June 15, 2016 to December 16, 2016. b. Scheduling of Services i) The Provider shall schedule and perform its activities in a timely manner so as to meet the Milestone Dates listed in Section 3. ii) Should the County determine that the Provider is behind schedule, it may require the Provider to expedite and accelerate its efforts, including providing additional resources and working overtime, as necessary, to perform its services in accordance with the approved project schedule at no additional cost to the County. iii) The Commencement Date for the Provider's Basic Services shall be June 15, 2016. 5. Compensation Revised 1/16 3 DocuSign Envelope ID: 137AC14B-6250-4081-9084-0BF0B086A047 a. Compensation for Basic Services. Compensation for Basic Services shall include all compensation due the Provider from the County for all services under this Agreement. The maximum amount payable for Basic Services is Fifty Thousand Dollars ($55,000). In the event the amount stated on an invoice is disputed by the County, the County may withhold payment of all or a portion of the amount stated on an invoice until the parties resolve the dispute. Payment for Basic Services shall become due and payable in direct proportion to satisfactory services performed and work accomplished. Payments will be made as percentages of the whole as Project milestones as set out in Section 3(a)(ii) are achieved. (For example, if there are 10 Project Tasks with Milestone Dates then Provider may invoice for the first 10% of the whole upon County's acknowledgement of the satisfactory completion of Task one. Upon the County's acknowledgement that the second Task has been satisfactorily completed Provider may invoice for the next 10% of the whole.) b. Additional Services. County shall not be responsible for costs related to any services in addition to the Basic Services performed by Provider unless County requests such additional services in writing and such additional services are evidenced by a written amendment to this Agreement. 6. Responsibilities of the County a. Cooperation and Coordination. The County has designated (Laurie Paolicelli) to act as the County's representative with respect to the Project and shall have the authority to render decisions within guidelines established by the County Manager and/or the County Board of Commissioners and shall be available during working hours as often as may be reasonably required to render decisions and to furnish information. 7. Insurance a. General Requirements. Provider shall obtain, at its sole expense, Commercial General Liability Insurance, Automobile Insurance, Workers' Compensation Insurance, and any additional insurance as may be required by County's Risk Manager as such insurance requirements are described in the Orange County Risk Transfer Policy and Orange County Minimum Insurance Coverage Requirements (each document is incorporated herein by reference and may be viewed at http://www.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. 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 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. Revised 1/16 4 DocuSign Envelope ID: 137AC14B-6250-4081-9084-0BF0B086A047 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. c. Compensation After Termination. i) In the event of termination, the Provider shall be paid that portion of the fees and expenses that it has earned to the date of termination, less any costs or expenses incurred or anticipated to be incurred by the County due to errors or omissions of the Provider. ii) Should this Agreement be terminated, the Provider shall deliver to the County within seven (7) days, at no additional cost, all deliverables including any electronic data or files relating to the Project. d. Waiver. The payment of any sums by the County under this Agreement or the failure of the County to require compliance by the Provider with any provisions of this Agreement or the waiver by the County of any breach of this Agreement shall not constitute a waiver of any claim for damages by the County for any breach of this Agreement or a waiver of any other required compliance with this Agreement. e. Suspension. County may suspend the Services at any time for County's convenience and without penalty to County upon three (3) days' notice to Provider. Upon any suspension by County, Provider shall discontinue the work and shall not resume the work 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. Revised 1/16 5 DocuSign Envelope ID: 137AC14B-6250-4081-9084-0BF0B086A047 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. 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. 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. 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, together with the RFP and its attachments and the Proposal and its attachments, represents the entire and integrated agreement between the County and the Provider and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both parties. Modifications may be evidenced by facsimile signatures. f. Severability. If any provision of this Agreement is held as a matter of law to be unenforceable, the remainder of this Agreement shall be valid and binding upon the Parties. g. Ownership of Work Product. Should Provider's performance of this Agreement generate documents, items, or things that are specific to this Project such documents, items or things shall become the property of the County and may be used on any other project without additional compensation to the Provider. The use of the documents, items or things by the County or by any person or entity for any purpose other than the Project as set forth in this Agreement shall be at the full risk of the County. h. Non-Appropriation. Provider acknowledges that County is a governmental entity, and the validity of this Agreement is based upon the availability of public funding under the authority of its statutory mandate. In the event that public funds are unavailable and not appropriated for the performance of County's obligations under this Agreement, then this Agreement shall automatically expire without penalty to County immediately upon written notice to Provider of the unavailability and non-appropriation of public funds. It is expressly agreed that County shall not activate this non-appropriation provision for its convenience or to circumvent the requirements of this Agreement, but only as an emergency fiscal measure during a substantial fiscal crisis. Revised 1/16 6 DocuSign Envelope ID: 137AC14B-6250-4081-9084-0BF0B086A047 In the event of a change in the County's statutory authority, mandate and/or mandated functions, by state and/or federal legislative or regulatory action, which adversely affects County's authority to continue its obligations under this Agreement, then this Agreement shall automatically terminate without penalty to County upon written notice to Provider of such limitation or change in County's legal authority. i. Signatures. This Agreement together with any amendments or modifications may be executed electronically. All electronic signatures affixed hereto evidence the intent of the Parties to comply with Article 11A and Article 40 of North Carolina General Statute Chapter 66. j. Notices. Any notice required by this Agreement shall be in writing and delivered by certified or registered mail, return receipt requested to the following: Orange County Provider's Name & Address Attention: Laurie Paolicelli Bill Krueger, Principal P.O. Box 8181 CSL International Hillsborough,NC 27278 520 Nicollet Mall, Suite 440 Minneapolis, MN 55402 [SIGNATURE PAGE TO FOLLOW] Revised 1/16 7 DocuSign Envelope ID: 137AC14B-6250-4081-9084-0BF0B086A047 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: e.—DocuSigned by: By: fjbkkuit, hootAtIrSt By: NI 5-Vtm, -r Co fia t••• Bill kludgerPfilitipal Printed name and title Revised 1/16 8 DocuSign Envelope ID: 137AC14B-6250-4081-9084-0BF0B086A047 CONVENTIONS SPORTS CI SC1 June 3, 2016 p LEISURE Ms. Laurie Paolicelli Executive Director Chapel Hill /Orange County Visitors Bureau 501 West Franklin Street Chapel Hill, North Carolina 27516 Dear Ms. Paolicelli: This letter ("Letter") sets forth our understanding of the terms and objectives of the engagement of Conventions, Sports & Leisure International ("CSL") and the Chapel Hill / Orange County Visitors Bureau ("Client") to conduct a feasibility study of potential new convention center/public assembly facility or other visitor-oriented development in Orange County. This Letter also provides the nature and limitations of the services to be provided and the related fee arrangement. Scope of Services CSL will complete the following study tasks. The study consists of a comprehensive analysis of project feasibility, including a significant amount of primary market research and analysis to provide the most accurate assessment of market validation and cost/benefit analysis associated with specific identified facility development scenarios. A summary of our approach to evaluating options for convention center/public assembly facility or other visitor-oriented development in Orange County is presented below, followed by a detailed description of the study effort. Task 1. Market Demand Analysis Task 2. Market Supportable Facility Development Options Task 3. Utilization Analysis Task 4. Potential Cost Analysis Task 5. Evaluation of Ownership/ Management Options Task 6. Economic Impact and Cost/Benefit Analysis Task 1. Market Demand Analysis The purpose of this task is to identify market demand for convention center/public assembly facility or other visitor-oriented development options in Orange County. Specific steps to be undertaken are presented below and on the following pages. Step 1. Study Kickoff and Initial Project Planning As an initial step in the engagement, we will work with the CHOCVB, County and other key stakeholders to establish the specific project goals and timeframe. An initial planning meeting will take place to collect pertinent project data and to identify the local organizations, officials and others that we will need to meet with at the study's outset. This is a critical first-step, and we will spend several days in the community conducting local interviews, reviewing existing data and visiting existing convention and visitor industry amenities. Conventions,Sports&Leisure International 520 Nicollet Mall •Suite 440• Minneapolis,MN 55402• Telephone 612.294.2000• Facsimile 612.294.2045 DocuSign Envelope ID: 137AC14B-6250-4081-9084-0BF0B086A047 Ms. Laurie Paolicelli June 3, 2016 Page 2 of 13 We will conduct initial in-person, one-on-one interviews in Orange County with key project stakeholders to obtain background information related to the project. In addition to CHOCVB and County leaders, these interviews could include individuals such as elected and appointed city/state officials, key hotel owners and managers, Chamber of Commerce leaders, UNC-Chapel Hill, Duke and leadership among other local academic institutions, tourism industry representatives, restaurateurs, business leaders and other civic and visitor industry representatives or project stakeholders. These meetings will focus on analyzing conditions with regard to local market characteristics, facility needs and the opportunities that future investment in the public assembly facility and hospitality sector may represent. Specifically, through this process, we will: • establish a working group that will include representatives of local project leaders; • assemble important project related data; • gain initial insight and perspective into local conditions that will impact the research process; • establish the format and content of our deliverable products; and • modify the work plan, if necessary, to reflect any appropriate changes arising from the information obtained in the steps noted above. Step 2. Local Market Conditions Analysis The purpose of this step is to define and evaluate the local market characteristics of the Orange County area as well as the existing event facility infrastructure (i.e., convention, conference, meeting, civic and spectator facilities). Initially, the analysis will focus on demographic/socioeconomic attributes and will be instrumental in understanding how Orange County is presently positioned in the meeting, spectator, civic and local event industries (i.e., events with attendance bases that are primarily locally-based). Additionally, the primary components of a successful convention destination/event package will be evaluated in order to assess the area's ability to support added convention, conference, meeting and other event activity. This aspect of the analysis is critical in understanding the community's visitor industry resources and infrastructure. The analysis will include a review of Orange County area market data, both current and projected, to assess the area's ability to accommodate added event activity (i.e., typically economic impact generating events that have a significant portion of out-of-town attendance). Characteristics to be evaluated as part of this overall analysis step include the following: • committable, convention-quality lodging properties and rooms; • existing/planned convention, event and lodging facilities in the local area; • lodging unit cost structures; • key demographic and socioeconomic characteristics and trends, such as population, disposable income, retail sales, entertainment spending, corporate base and other such indicators; • proximity issues to other regional markets; • air, rail, ground transportation and shuttle access, cost and availability; • entertainment, recreation and cultural amenities; • key community resources; and, • other such characteristics. DocuSign Envelope ID: 137AC14B-6250-4081-9084-0BF0B086A047 Ms. Laurie Paolicelli June 3, 2016 Page 3 of 13 Further, as the information is available, we will collect and review data associated with existing local convention, conference, civic, spectator and event facilities, as well as facilities offered within area lodging properties. Information analyzed will include, but will not be limited to the following: • existing convention, conference, civic, exhibition, meeting, spectator facility physical components, configuration and related issues; • event characteristics (type, number, length of stay, origin of attendees); • square footage and occupancy/utilization by type of space; • event seasonality; • lost business information; and • rental and service rates. The results of this step will be used in combination with data prepared throughout the study to assess Orange County's competitive position within the state, regional and national marketplace and its ability to accommodate additional visitor-oriented event facility demand. By understanding the type of business currently accommodated within the community, we can focus our recommendations on visitor-oriented event facility development that could add to the overall level of events, attendees and economic impact. Step 3. Competitive/Comparable Facility Analysis In evaluating the market demand for a new visitor-oriented event facility, it is important to gain an understanding of the competitive and comparable facility environment. In this step, we will assemble and review the physical and operational characteristics of existing and planned facilities in North Carolina and throughout the region that may compete with a new Orange County facility. Facilities and/or markets around the country that may offer some element of comparable insight will also be evaluated. CSL maintains an extensive database of current physical facility and operational benchmarking information from visitor-oriented event facilities located throughout North Carolina and the country. The types of data that will be assembled (as available) for competitive and comparable projects include: • Exhibit, meeting, ballroom/multipurpose space and capacities; • Fixed and temporary seating components; • Future expansion plans; • Event characteristics (event levels by type, attendance, room nights, utilization, etc.); • Future bookings; • Operating revenues and expenses; • Rental terms; • Available parking; • Ownership, management and support; • Hotel availability, quality and proximity to the facility; and, • Visitor industry tax rates (i.e., hotel/motel tax, etc.). This analysis will assist in providing data as to how a new Orange County visitor-oriented event facility could compete within specific event markets, as well as later assisting in the evaluation of DocuSign Envelope ID: 137AC14B-6250-4081-9084-0BF0B086A047 Ms. Laurie Paolicelli June 3, 2016 Page 4 of 13 the associated development scenarios, financial operations, and economic and fiscal impacts of future development scenarios. Step 4. Analysis of Industry Trends The convention, tradeshow and visitor-oriented event facility industries have undergone significant change recently and over the past decade. Issues impacting the industries, including changing demand for event space, technological amenities, hotel availability, service levels and other such characteristics, have been joined by recent, and sometimes dramatic, fluctuations in event activity due to nationwide economic conditions and travel costs. In addition, supply growth has impacted demand levels in individual markets. Further, meeting planner site selection and decision making processes have evolved somewhat in recent years. For example, meeting planners are increasingly focused on factors that impact the experience of the event attendee, including access to hotels, restaurants and entertainment. Many planners have also placed greater importance on the issue of environment sustainability of a facility in terms of selection criteria. CSL understands these and related important characteristics and how they have and will continue to affect the industry. Our understanding of industry trends and their implications on specific markets is something that we take very seriously, as demonstrated by our ongoing dedication of significant staff resources to important industry research efforts. We are constantly researching the industry from the perspective of event planners, conducting upwards of a thousand individual meeting planner interviews on an annual basis. We will evaluate how the local market may be impacted by emerging industry trends, summarizing the potential impact on the expansion and improvements to area visitor-oriented event facilities, and the potential for creative development characteristics tailored to the demand unique to the market. An evaluation of these trends will be important in placing overall market demand estimates into the context of the industry, presently and into the foreseeable future. Step 5. Market Demand/Survey Research The purpose of this step is to develop primary industry research highly specific to the visitor- oriented event facility market within the Orange County destination. In-person, one-on-one interviews and/or focus groups with key local individuals and business leaders are conducted near the outset of the study to gain an understanding of the community's attitude toward the market potential for new Orange County visitor-oriented event facility development. These interviews could include individuals such as CHOCVB representatives, County officials, City officials, management and staff of existing event facilities, hotel and other visitor industry representatives, business/Chamber of Commerce leaders, downtown organizations, government officials, public sector staff and other civic and visitor industry representatives. Beyond these local interviews, we interview (via telephone) a large sample of past and potential future users of a new visitor-oriented event facility from a state, regional and national basis. Such interviews allow us to go beyond simply relying on competitive and comparable facility data in order to develop market demand findings. In addition, this type of direct outreach to event planners can support our analysis of emerging industry trends from a demand perspective and in terms of the unique facility features that may provide a future competitive advantage to any new visitor-oriented event facility in Orange County. DocuSign Envelope ID: 137AC14B-6250-4081-9084-0BF0B086A047 Ms. Laurie Paolicelli June 3, 2016 Page 5 of 13 The analysis may include organizations or individuals from the following event segments: • Local, state, regional and national association conventions/conferences/meetings; • Corporate and trade events; • Public/consumer shows; • SMERF events (social, military, education, religious, fraternal); • Community banquets, meetings, festivals and related events; • University/educational institution-related events; • Local civic, service and religious organizations; • Spectator events; • Cultural events; and • Other such events. CSL's extensive comparable convention center study experience and proprietary survey methodology allows for the critical benefit of comparing Orange County's survey data with the survey data collected from a large number of comparable visitor-oriented event facility feasibility studies that CSL has conducted in recent years. This type of comparison to other similar projects offers critical insight into the strength and nature of the market demand that will be measured in Orange County. For a potential Orange County study, event organizer survey results will be analyzed to provide summaries of the following data specific to added facilities: • Likelihood of utilizing a new visitor-oriented event facility in Orange County; • Reasons for not choosing the Orange County area (if applicable); • Space/seating levels required to attract the event; • Demand for non-traditional event space; • Overall hotel room requirements; • Parking requirements; • Other important community requirements to attract the event; • Event seasonality; • Length of event data; • Event attendance data; • Requirement/preference for technology-related amenities; • Issues with respect to the proximity to nearby airports; • Trends in facility and service needs; and, • Perceptions/familiarity with the area and other related event information and relevant opinions. By combining the results of this step with the analysis results generated in previous steps, we will be able to identify the event markets that represent the primary sources of demand for a new Orange County convention/event facility, upon which future facility recommendations and event estimates are made. DocuSign Envelope ID: 137AC14B-6250-4081-9084-0BF0B086A047 Ms. Laurie Paolicelli June 3, 2016 Page 6 of 13 Step 6: Preliminary Assessment of Hotel Issues The purpose of this step is to gain an understanding of the current and future market potential for hotel growth in Orange County, as well as to develop a foundation for assessment of potential public/private opportunities with new/existing lodging partners for a hotel/conference center project as one potential scenario. Throughout this process, we will meet and coordinate with key stakeholders, convention and hospitality industry professionals, economic development representatives, public sector officials and others. We will conduct the following: • Evaluation of macroeconomic trends and local economic indicators. • Assess recent trends with local lodging demand and directional trends of key economic indicators that influence the lodging industry. • Identify competitive hotels in the area. • Research occupancy and average daily rate of the local hotel marketplace. • Identify and evaluate proposed new lodging competitors in the market area and their potential impact. • Evaluate potential induced demand from the proposed subject convention/event facility and/or other major proposed developments in the area. • Preliminarily assess order-of-magnitude occupancy, average daily rate, and RevPAR for the market and one or more potential new hotel properties that could be developed/incentivized as part of a new initiative. • We will discuss project/development opportunities that may be market-indicated. • We will preliminarily evaluate various program/project scenarios and the potential impact on the amount of public sector financial support required. The hotel and event space programs most suitable for increasing Orange County visitor and event activity will also be discussed. Task 2. Market Supportable Facility Development Options The purpose of this task is to synthesize findings of the previous task to analyze and translate market demand into market supportable visitor-oriented event facility development options in Orange County. Further, we will incorporate results of previously conducted analyses and/or master planning efforts, suggesting potential enhancements based off of current and projected future market conditions. It is likely that the facility focus will be multi-use in nature, integrating a variety of functional components to allow for accommodation of a diversity of event types. In particular, our analysis will address space needs in terms of the following: • exhibit, meeting, ballroom and multipurpose space; • fixed and temporary seating levels; • size of support space and other functional areas; • amount and type of other revenue-producing areas; • space configuration and aesthetic features; • theme and branding possibilities; • infrastructure needs; • possibilities for future expansion and spin-off development; and, • important technological and other amenities. DocuSign Envelope ID: 137AC14B-6250-4081-9084-0BF0B086A047 Ms. Laurie Paolicelli June 3, 2016 Page 7 of 13 This data will also be used to identify any external factors and complementary facilities that could significantly affect the ability of the potential new facility to maximize its potential. We will discuss opportunities and constraints concerning these characteristics and issues. Factors to be identified include: • availability of quality, committable hotel rooms; • restaurant/retail establishments; • parking needs; • transportation infrastructu re/accessibility; • event attendee transportation within the area; and, • other such characteristics. In developing market supportable development options, our approach is experienced and nuanced, critically relying on the primary market survey data collected for this assignment and our experience with comparable projects and understanding of industry best practices. The results of this step will provide project representatives with a clear understanding of the recommended building programmatic elements that are estimated to be supportable by measured market demand. In addition, should any existing complementary facilities be deemed inadequate, we will address each facility and discuss potential methods of facilitating their development/creation, including incentivizing private sector participation and/or creative public/private partnerships to enhance the visitor industry infrastructure to adequately support any future visitor-oriented event facility investment. We would envision developing development scenarios for further analysis, including one or more involving a public/private partnership with an existing or new headquarters hotel. If sufficient market demand does not exist for a new visitor-oriented event facility, alternate project opportunities will be discussed (as outlined under Part Two of this proposed scope of services). These alternatives would be designed to grow new visitation and could include a public/private partnership with an existing/potential hotel, the development of other types of event facilities that could serve the local community (and downtown) needs and other such concepts. Task 3. Utilization Analysis Based on the results of the visitor-oriented event facility development options analyses, the knowledge we have gained in performing similar studies and information contained in our database of events, we will quantify the level and characteristics of events and activities that could be attracted to and retained at a new Orange County visitor-oriented event facility during a stabilized year of operations. The market potential will be presented for those sources of demand that are identified as being supportable in the Orange County area. These event sources could include conventions, conferences, meetings, exhibitions, civic, spectator and local community uses and other events. The measures of event demand to be focused on will include: • event levels by event segment; • potential attendance (including visitor) levels by activity or use; • origin of attendees/exhibitors (i.e., local vs. non-local) and associated traffic levels; • length of event data; • facility space and functionality requirements (exhibit, meeting, banquet, seating, staging, technology, etc.) by event type; DocuSign Envelope ID: 137AC14B-6250-4081-9084-0BF0B086A047 Ms. Laurie Paolicelli June 3, 2016 Page 8 of 13 • hotel requirements; • parking requirements; and, • seasonality data. We will identify the event markets that represent the primary sources of demand for a potential new visitor-oriented event facility. We will then assess the potential penetration of these markets to estimate event levels, attendance levels and other primary characteristics by type of event/activity. These estimates will form the basis on which we will evaluate various development options for the new visitor-oriented event facility, their ability to accommodate demand and fill areas of need in the market, as well as the potential financial and economic impact parameters of facility operations. Task 4. Potential Cost Analysis The purpose of this task is to synthesize findings of the previous tasks to identify and estimate upfront and ongoing costs associated with potential convention center/public assembly facility or other visitor- oriented development options. Based on the program information, local cost characteristics and other relevant features, we will provide preliminary cost and construction time table estimates for the outlined visitor-oriented event facility development scenarios. The cost estimates will focus on per-unit data adjusted for conditions in the Orange County area and cost data of comparable facilities modified for time and locations. The estimates will focus on the building programs and development scenarios developed in previous study tasks. These estimates will be useful for framing an overall discussion on project cost if the project gathers support for an implementation phase. Additionally, we will analyze the financial operating and other cost characteristics of the potential new Orange County visitor-oriented event facility. Based on the results of the market demand, market supportable development analysis and event levels research and analysis, we will prepare a financial operating analysis for the potential new visitor-oriented event facility. We will present financial operation projections for the scenarios previously identified as being market supportable. Specifically, we will develop a computer-based model incorporating comparable facility data and the estimated levels of event utilization and attendance derived from the market analysis in order to develop estimates with regard to facility operating revenues and expenses. Revenues including rental, food service, event service, parking, advertising and sponsorship revenues, and other such sources will be estimated. Expenses including salaries (permanent and event driven staff costs), utilities, maintenance, supplies, insurance, contract service costs and others will be estimated. Further, we will work with you to develop other non-operating revenue and expense assumptions in order to provide initial estimations of overall costs associated with the project(s). We will present estimates of financial performance for visitor-oriented event facility operations for ten years. The comparison of revenues and expenses will enable you to evaluate the level of facility- supportable revenues or public subsidies that may be required for annual facility operations. Task 5. Evaluation of Ownership I Management Options The purpose of this task is to evaluate options for the ownership of the potential visitor-oriented event facility and to suggest appropriate key operating policies to ensure any facility developed serves as an economic development tool for the County and surrounding community. In many communities, a partnership with existing or planned lodging facility ownership is created to secure the necessary facilities. This creates important efficiencies; however, the importance to structure a development, DocuSign Envelope ID: 137AC14B-6250-4081-9084-0BF0B086A047 Ms. Laurie Paolicelli June 3, 2016 Page 9 of 13 marketing and operational agreement is very critical to protecting the needs of community. Conversely, publicly-developed project(s) could be pursued, with more of a loose operational agreement with area lodging properties, perhaps focusing on food and beverage service. A key component of the analysis will focus on the various means of facility ownership and guidance. In addition, the study will address options for day-to-day issues of the facility (or facilities), including how the facility could be operated and marketed. We will evaluate operating and marketing relationships with public and private entities. In conducting this task, we will evaluate ownership and management structures at comparable facilities throughout the country, and provide specific pros and cons to every model analyzed. At the conclusion of the analysis process, we will develop findings and recommendations as to how the CHOCVB, County and community should proceed in order to protect its priorities and to best integrate efficiencies that may be available through a partnership with a local hotel or other private entities. Task 6. Economic Impact and Cost/Benefit Analysis In this final task, we will estimate the economic and fiscal (tax) impacts associated with the operation of a new visitor-oriented event facility in Orange County. The operation of such a facility typically attracts some level of out-of-town event delegates to the community. The non-local delegates brought into the community by convention center operations represents the basis for added local economic and fiscal impacts. As part of this analysis, we will develop estimates of total incremental out-of-town delegates to the Orange County area generated as a result of a new visitor-oriented event facility. We will then apply appropriate per-delegate spending estimates using industry data adjusted to the local area. The resulting delegate spending levels will be segmented by industry and applied to economic impact multipliers. The multipliers, specific to Orange County and provided by leading input/output multiplier models, will be used to estimate total economic output, earnings and employment generated as a result of each of the supportable development options identified. From these economic impact variables, we will apply appropriate local, regional and statewide tax rates to estimate the added tax revenue generated as a result of the project in order to estimate ten years of Hotel Occupancy Tax collections as generated by the identified supportable development options. The completion of the economic and fiscal impact analysis will allow for a comparison of key costs and benefits associated with the development and operation of a new visitor-oriented event facility. If more than one program scheme and/or project concept was previously developed, costs and benefits will be comparatively evaluated to allow project stakeholders and the community to assess issues related to return on investment. Professional Fees and Expenses Total professional fees for any engagement will depend on the number of hours required to complete the project and skill levels of the assigned personnel. Professional fees and out-of-pocket expenses associated with the scope of services outlined herein will not exceed $55,000. This fee and expense figure assumes three person-visits by CSL project leaders. Professional fees and out-of-pocket expenses will be billed and are payable on a monthly basis. DocuSign Envelope ID: 137AC14B-6250-4081-9084-0BF0B086A047 Ms. Laurie Paolicelli June 3, 2016 Page 10 of 13 Should additional work be required beyond the scope of services detailed herein, professional fees will be billed on an hourly rate basis. Total professional fees for additional services will depend on the number of hours required to complete the services and skill levels of the assigned personnel. Timing We are prepared to commence this engagement upon receipt of notice to proceed. We expect to be able to complete the scope of services outlined herein within 12 to 14 weeks, reflecting the extensive amount of primary market research and subsequent analysis required to draw informed conclusions. Assuming an executed agreement prior to June 10, 2016 and the timely receipt of requested meetings and information throughout the study process, we expect to complete the following tasks by the indicated milestone dates: Task Milestone Date Task 1. Market Demand Analysis August 6, 2016 Task 2. Market Supportable Facility Development Options August 6, 2016 Task 3. Utilization Analysis September 9, 2016 Task 4. Potential Cost Analysis September 9, 2016 Task 5. Evaluation of Ownership/ Management Options September 9, 2016 Task 6. Economic Impact and Cost/Benefit Analysis September 9, 2016 In addition, regular progress updates will be forwarded to you in-person or via conference call during the study period. Furthermore, we anticipate completing the contracted elements in full, performing all work as set forth in the final contract. In the event that a decision not to proceed occurs within the time frame finally agreed upon for this engagement, we will cease our work, and bill you for time incurred on the project at that point in time. Conditions of Work 1. Information and Data. CSL is entitled to assume, without independent verification, the accuracy of all information and data that the Client provides to CSL. All information and data to be supplied will be complete and accurate to the best of the Client's knowledge. CSL will use information and data furnished by others if CSL in good faith believes such information and data to be reliable; however, CSL shall not be responsible for, and CSL shall provide no assurance regarding, the accuracy of any such information or data. CSL shall be providing advice and recommendations to the Client; however, all decisions in connection with the implementation of such advice and recommendations shall be the Client's responsibility. CSL shall have no responsibility for any decisions made by the Client relating to the project or CSL's services hereunder. CSL shall have no responsibility for any assumptions provided by the Client, which assumptions shall be the Client's responsibility. The reports may include estimates of annual operating results based upon courses of action that the Client expects to take prior to and during the period under analysis. The Client is responsible for representations about its plans and expectations, and for the disclosure of significant information that might affect the estimated results. DocuSign Envelope ID: 137AC14B-6250-4081-9084-0BF0B086A047 Ms. Laurie Paolicelli June 3, 2016 Page 11 of 13 2. Reports. Any reports prepared by CSL are valid only when presented in their entirety and only for the purpose stated therein. It is expressly understood that (a) CSL's reports, suggestions, analyses and conclusions, if any, do not, in whole or in part, constitute a fairness or solvency opinion or a feasibility report and (b) CSL will not perform any review, audit or other attestation procedures with respect to financial information as defined by the American Institute of Certified Public Accountants and will not issue any opinion, report or other form of assurance with respect to any financial information. There will usually be differences between the estimated and actual results because events and circumstances frequently do not occur as expected, and those differences may be material. Should the Client have any reservations with regard to the estimates, we will discuss them with the Client before the report is issued. Any partially completed work products and drafts presented to the Client are for internal use only. 3. Confidentiality. CSL will maintain the fact of this engagement along with all aspects of the engagement in strict confidence, not disclosing to any third party. Client understands and agrees that CSL shall be the owner of all methods, techniques, processes and skills and adaptations thereof (including, without limitation, generalized features of the sequence, structure and organization) of any work product resulting from CSL's services. CSL understands and agrees that Client shall be the sole owner of all products resulting from or related to CSL's services, including, without limitation, all survey data, feasibility studies, revenue potential analyses, market demand analyses, and any other documents or summaries of the findings or results of any analysis related to this agreement. All confidential information provided by the Client shall remain Client's sole property. CSL will preserve the confidential nature of information received from the Client in accordance with CSL's established policies and practices. Neither Client nor CSL shall reference the other's name or anything related to this engagement without the other's prior written consent, except as may be required by law in which case, consent of the other party shall not be required. The Client agrees that any reports, analyses or other documents prepared by CSL will be used only in compliance with these terms, conditions, applicable laws, and regulations. 4. Property. To the extent that CSL utilizes any of its property (including, without limitation, proprietary databases, proprietary information, any hardware or software) in connection with its services, such property shall remain the property of CSL, and the Client shall not acquire any right or interest in such property. CSL shall have ownership (including, without limitation, copyright ownership) and all rights to use and disclose its ideas, concepts, know-how, methods, techniques, processes and skills, and adaptations thereof (including, without limitation, generalized features of the sequence, structure and organization) in conducting its business, and the Client shall not assert or cause to be asserted against CSL or its personnel any prohibition or restraint from so doing. However, all products resulting from or related to CSL's services, including, without limitation, all survey data, feasibility studies, revenue potential analyses, market demand analyses, and any other documents or summaries of the findings or results of any analysis related to this agreement shall be deemed works for hire that Client owns. 5. Limitation on Warranties. This is a consulting services agreement. CSL represents and warrants that it shall provide the services in good faith using commercially reasonable efforts. CSL disclaims and Client hereby expressly waives any and all claims based on any other representations and warranties, whether express, implied or otherwise, including, without limitation, warranties of merchantability and fitness for a particular purpose. 6. Indemnification. The Client and its affiliates shall indemnify and hold harmless CSL, its members, principals, and employees from and against any and all causes of actions, losses, damages, claims, liabilities, costs, and expenses (including, without limitation, legal fees and expenses) which may be asserted, brought against, paid or incurred by any of them at any time in any way arising out of or relating to CSL's services, except to the extent it is finally judicially determined that such losses have resulted from the willful misconduct of CSL. CSL and its affiliates shall indemnify and hold harmless the Client, its members, principals, and employees from and against any and all causes of actions, DocuSign Envelope ID: 137AC14B-6250-4081-9084-0BF0B086A047 Ms. Laurie Paolicelli June 3, 2016 Page 12 of 13 losses, damages, claims, liabilities, costs, and expenses (including, without limitation, legal fees and expenses) which may be asserted, brought against, paid or incurred by any of them at any time in any way arising out of or relating to CSL's services, except for provision 5 and/or to the extent it is finally judicially determined that such losses have resulted from the willful misconduct of the Client. 7. Limitation on Damages. CSL, its members, principals, and employees shall not be liable to the Client for any losses, damages, claims, liabilities, costs, or expenses in any way arising out of or relating to this engagement for an aggregate amount in excess of the Fees paid by the Client to CSL for its services. In no event shall CSL, its members, principals, or employees be liable for consequential, special, indirect, incidental, punitive, or exemplary loss, damage, cost, or expense (including, without limitation, lost profits and opportunity costs). The provisions of Section 6 and this Section 7 shall apply regardless of the form of action, whether in contract, statute, tort (including, without limitation, negligence), or otherwise, and shall survive the completion or termination of this engagement. The Client, its members, principals, and employees shall not be liable to CSL for any losses, damages, claims, liabilities, costs, or expenses in any way arising out of or relating to this engagement for an aggregate amount in excess of the Fees paid by the Client to CSL for its services. In no event shall the Client, its members, principals, or employees be liable for consequential, special, indirect, incidental, punitive, or exemplary loss, damage, cost, or expense (including, without limitation, lost profits and opportunity costs). The provisions of Section 6 and this Section 7 shall apply regardless of the form of action, whether in contract, statute, tort (including, without limitation, negligence), or otherwise, and shall survive the completion or termination of this engagement. 8. Subsequent Work. CSL, by reason of the performance of its services, is not required to furnish additional work or services, or to give testimony, or to be in attendance in court with reference to the assets, properties, or business interests in question. CSL will have no responsibility to update any report, analysis, or other document relating to its services for any events or circumstances occurring subsequent to the date of such report, analysis, or other document. 9. Cooperation. The Client shall cooperate with CSL in connection with the performance of its services, including providing CSL with reasonable and timely access to the Client's information, data, and personnel. 10. Non-Exclusivity. Nothing in this report, including these Terms and Conditions, shall be construed as precluding or limiting in any way the right of CSL to provide consulting or other services of any kind or nature whatsoever to any person or entity as CSL in its sole discretion deems appropriate. 11. Force Majeure. CSL shall not be liable for any delays or failures to perform its services resulting from circumstances or causes beyond its reasonable control, including, without limitation, fire or other casualty, act of God, strike or labor dispute, war, or other violence, or any law, order, or requirement of any governmental agency or authority. 12. Independent Contractor. CSL is an independent contractor and not an employee, agent or partner of Client. CSL is not authorized directly or indirectly to represent to any person that Consultant has the authority to bind the Client to any agreement or course of conduct. However, CSL shall have the right to use subcontractors, as necessary. 13. Inconsistencies. In the event of any conflict or inconsistency between the provisions set forth in the Letter and these Terms and Conditions, the provisions of these Terms and Conditions shall govern. 14. Complete Agreement. The Letter, including these Terms and Conditions, constitutes the entire agreement between the Client and CSL with respect to the subject matter thereof and hereof, and supersedes all other oral or written representations, understandings, and agreements between the Client and CSL relating to the subject matter thereof and hereof. The Letter, including these Terms DocuSign Envelope ID: 137AC14B-6250-4081-9084-0BF0B086A047 Ms. Laurie Paolicelli June 3, 2016 Page 13 of 13 and Conditions, cannot be changed, except by written instrument signed by both the Client and CSL. The Letter, including these Terms and Conditions, shall be binding on the Client and CSL, and the Client's and CSL's permitted successors and assigns; however, neither the Client nor CSL may assign the Letter, including these Terms and Conditions, without the prior written consent of the other, except that the Client and CSL may assign the Letter, including these Terms and Conditions, to any successor to all or substantially all of the business or assets of such party. 15. Governing Law. The Letter, including these Terms and Conditions, shall be governed by and construed under the laws of the State of North Carolina. 16. Counterparts. This Letter may be executed in counterparts, or by facsimile or telecommunicated counterparts, each of which shall be deemed an original and both of which, when taken together, shall constitute the same agreement. 17. Consent and Good Faith Dealings. The parties hereby covenant, each to the other, that each will deal with the other equitably, and will take into account the reasonable commercial expectations of the other in the exercise of rights and obligations hereunder. When consent or approval is requested for any action, the party from whom approval is sought shall give full and fair consideration to the financial issues raised by the other party and shall act in a fair, timely and non-capricious manner. Unless other indicated specifically in this Letter, consent and approvals shall not be unreasonably withheld, delayed or conditioned. If you are in agreement with the aforementioned, please indicate by signing in the space provided below, and returning this letter to CSL International. If you would like to discuss this letter, please contact Bill Krueger at 612-294-2003 or bkrueger @cslintl.com. Very truly yours, L Conventions Sports&Leisure International, LLC Acknowledged and Accepted by: CHAPEL HILL/ORANGE COUNTY VISITORS BUREAU Signature Printed Name Title Date DocuSign Envelope ID: 137AC14B-6250-4081-9084-0BFOB086A047 138398 6 ACORD CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDDIYYYY) ki......------ 6/8/2016 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Shannon Francois NAME: Commercial Lines-(813)639-3000 PHONE FAX (A/C,No,Ext):813.636.5353 (A/C,No):813.639.7192 Wells Fargo Insurance Services USA, Inc. EMAIL ADDRESS: shannon.francois@wellsfargo.com o.com 2502 N. Rocky Point Drive, Suite 400 INSURER(S)AFFORDING COVERAGE NAIC# Tampa, FL 33607 INSURER A: Federal Insurance Company 20281 INSURED INSURER B: North American Elite Insurance Co. 29700 Legends Hospitality, LLC INSURER C: Pacific Indemnity Company 20346 400 Broadacres Drive,2nd Floor INSURER 0: National Union Fire Ins. Co.of Pittsburgh,PA 19445 INSURER E: Bloomfield, NJ 07003 INSURER F: COVERAGES CERTIFICATE NUMBER: 10553239 REVISION NUMBER: See below THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR INSD WVD POLICY NUMBER (MM/DD/YYYY) (MM/DD/YYYY) A X COMMERCIAL GENERAL LIABILITY 79573707 03/01/2016 03/01/2017 EACH OCCURRENCE $ 1,000,000 RETED CLAIMS-MADE X OCCUR PREMISES O(Ea occurrence) $ 1,000,000 X Retention:$0 MED EXP(Any one person) $ Excluded PERSONAL&ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER GENERAL AGGREGATE $ 2,000,000 POLICY PRO X JECT LOC PRODUCTS-COMP/OP AGG $ 2,000,000 OTHER: Aggregate Cap $ 12,000,000 A AUTOMOBILE LIABILITY 73560655 03/01/2016 03/01/2017 COMBINED SINGLE LIMIT $ 1,000,000 (Ea accident) X ANY AUTO BODILY INJURY(Per person) $ X ALL OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS AUTOS N -OWNED PROPERTY DAMAGE X HIRED AUTOS X AUTOS (Per accident) $ X Hired Car Phy $ B X UMBRELLA LIAB X OCCUR UMB2000372-01 03/01/2016 03/01/2017 EACH OCCURRENCE $ 1,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $ 1,000,000 DED X RETENTION$ 10,000 $ WORKERS COMPENSATION O3/O1/2016 03/01/2017 X STATUTE OETH C AND EMPLOYERS'LIABILITY 79573708 1,000,000 ANY PROPRIETOR/PARTNER/EXECUTIVE Y/N E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under 1,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ D Professional/E&O 01-307-68-48 03/31/2016 03/01/2017 10,000,000 Limit of Liability DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Chapel Hill/Orange County Visitors Bureau is named as additional insured as it relates to general liability in accordance with the terms and conditions of the policy. CERTIFICATE HOLDER CANCELLATION Chapel Hill/Orange County Visitors Bureau SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 501 W. Franklin Street ACCORDANCE WITH THE POLICY PROVISIONS. Chapel Hill,NC 27516 AUTHORIZED REPRESENTATIVE /� 1, a+.... I ✓ The ACORD name and logo are registered marks of ACORD ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25(2014/01)