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HomeMy WebLinkAbout2017-648-E VB - FleishmanHillard, Inc. - advertising agency to promote tourism DocuSign Envelope ID:6CF1 E40B-425F-4576-929B-95D36E51572B [Departmental Use Only] TITLE FY NORTH CAROLINA SERVICES AGREEMENT OVER $90,000.00 RFP/RFQ ORANGE COUNTY This Services Agreement (hereinafter "Agreement"), made and entered into this 1st day of October, 2017, ("Effective Date") by and between Orange County, North Carolina a political subdivision of the State of North Carolina (hereinafter, the "County") and FleishmanHillard Inc., using the trademark FleishmanHillard (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: Marketing and Communications Management. 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 DocuSign Envelope ID:6CF1 E40B-425F-4576-929B-95D36E51572B standards of this type of Provider practice throughout the United States and in accordance with applicable federal, state and local laws and regulations applicable to the performance of these services. Provider is solely responsible for the professional 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, or assigns in the performance of the Agreement. Provider shall correct any and all errors, omissions, discrepancies, ambiguities, mistakes or conflicts at no additional cost to the County. iii) The Provider shall not, except as otherwise provided for in this Agreement, subcontract the performance of any work under this Agreement without prior written permission of the County. No permission for subcontracting shall create, between the County and the subcontractor, any contract or any other relationship; except, however, if the County fails to pay Provider subcontractor fees and charges incurred by Provider that have been approved by the County, then the subcontractor under the principle of sequential liability may seek recourse for payment from the County. iv) Provider is an independent contractor of County. Any and all employees of the Provider engaged by the Provider in the performance of any work or services required of the Provider under this Agreement, shall be considered employees or agents of the Provider only and not of the County, and any and all claims that may or might arise under any workers compensation or other law or contract on behalf of said employees while so engaged shall be the sole obligation and responsibility of the Provider. v) If activities related to the performance of this Agreement require specific licenses, certifications, or related credentials Provider represents that it 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 Request for Qualifications (the "RFP") "RFP Number 5233 for "Tourism Marketing " issued March 24, 2017, and the Provider's proposal, which are fully incorporated and integrated herein by reference together with Attachments N/A (designate all attachments). i i) In the event a term or condition in any document or attachment conflicts with a terra 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 2/17 2 DocuSign Envelope ID:6CF1 E40B-425F-4576-929B-95D36E51572B iii) 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. Begin Research and Analysis- Throughout 2017 2. Develop/Execute Social Segmentation Plan - Throughout 2017/June 30, 2018 3. Develop/Execute Social Media Strategy— Throughout 2017/June 30, 2018 4. Create Digital/Social Ad Strategy—Throughout 2017/June 30, 2018 5. Identify Chapel Hill/Orange County Influencer Advocates and Engagement— Throughout 2017/June 30, 2018 6. Initiate Social Listening & Monitoring Protocol— Throughout 2017/June 30, 2018 7. Develop Print Ad Strategy— Throughout 2017/June 30, 2018 8. Tentpole Campaign Planning/PR support— Throughout 2017/June 30, 2018 iv) 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 relating to the breach 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 October 1, 2017 to June 30, 2018. 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 October 1, 2017. Revised 2/17 3 DocuSign Envelope ID:6CF1 E40B-425F-4576-929B-95D36E51572B 5. Compensation a. Compensation for Basic Services. Compensation for Basic Services shall include all compensation due the Provider from the County for all services under this Agreement. The maximum amount payable for Basic Services is Two Hundred and twenty-six Thousand Dollars ($226,000) as set forth on Exhibit 1, and unless otherwise agreed to by the parties, Provider will invoice the County each month for fees, costs, and expenses Basic Services provided through the invoice closing date. In the event the amount stated on an invoice is disputed by the County, the County may withhold payment of the disputed portion of the amount stated on an invoice until the parties resolve the dispute. Provider will answer in good faith the County's questions quickly, and both parties will work cooperatively to seek to resolve the dispute reasonably. Payment for Basic Services are due and payable within thirty (30) days following receipt by the County of each invoice. Provider will bill the County in advance for any out of pocket costs or expenses ("OOP") that Provider knows or reasonably foresees it will incur in the month ahead. Provider will advise the County of due dates for such OOP payments, and the County will pay Provider such pre-billed charges in advance of such due dates. In addition, as part of the Basic Services provided hereunder, the Provider may purchase advertising space, time and other media, directly or through a third-party media purchasing organization or may enter into third-party agreements for goods and services related to production, location, creative (including but not limited to videography, graphic arts, photography, music and digital arts), talent, media buying or as otherwise necessary to provide the Services ("Vendor Charges"). Frequently, such third-party vendors require payment in advance of services or delivery. Accordingly, Provider will submit to the County invoices for estimated OOP and estimates or quoted pricing for Vendor Charges, specifying payment due dates, and the County will make payment to Provider in time for Provider to meet such due dates. If estimated OOP and Vendor Charges that were invoiced by to and paid by the County in advance are different from actual OOP and Vendor Charges incurred by the Provider, then the Provider will reconcile the advance payments received from the County against actual OOP and Vendor Charges incurred, to reflect a credit or shortfall to be added to the next invoice. If OOP and Vendor Charges are not available at the time of the next bill by Provider, the reconciliation will be included in a later invoice. 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, Executive Director, Chapel Hill Orange County Visitors Bureau) 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. Revised 2/17 4 DocuSign Envelope ID:6CF1 E40B-425F-4576-929B-95D36E51572B 7. Insurance a. General Requirements. Provider shall obtain, at its sole expense, Commercial General Liability Insurance, Automobile Insurance, Workers' Compensation Insurance, and such insurance as set forth by Risk Manager. Provider will provide to the County certificates of insurance evidencing such coverage. If County's Risk Manager determines additional insurance coverage is required such additional insurance shall consist of N/A . 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 (collectively, "Losses"), arising out of or related to the Project and arising from property damage or bodily injury including death to any person or persons caused in whole or in part by the negligence or willful 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. b. Notwithstanding Section 8.a above, if, pursuant to this Agreement, if Provider creates or provides logos, slogans, taglines, trademarks, designs, service marks or other trademarkable items ("Proposed Trademarks") or patents or patentable items or processes ("Proposed Patents"), or provides Services or materials that include Proposed Trademarks or Proposed Patents, Provider will not be responsible for assessing the availability of or potential infringement by any such Proposed Trademark or Proposed Patent. The County will either (1) have Provider engage a law firm to perform a trademark search and to provide a legal opinion analyzing the availability of, and potential conflicts for use of, such Proposed Trademark ("Trademark Legal Opinion"); or (2) the County will obtain its own Trademark searches and Trademark Legal Opinion. In either case, the County will pay all fees, charges, and costs (including but not limited to Trademark search services and legal counsel engaged by Provider or by the County on such matters). The County will be responsible for obtaining clearance searches and legal opinions related to the Proposed Patents ("Patent Legal Opinion"). Provider shall not be liable to or indemnify the County for any Losses arising from the results or outcomes of the searches related to Proposed Trademark or Proposed Patent, the related Trademark or Patent Legal Opinions, the County's reliance on such searches or legal opinions, or the County's use of any Proposed Trademarks or Proposed Patents, including any allegations of infringement related thereto. Should the County desire to register any Proposed Trademarks or Proposed Patents, the County will engage its own legal counsel to do so and the County shall be responsible for all costs and undertakings in connection with such registration with federal, state or foreign agencies. 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 Revised 2/17 5 DocuSign Envelope ID:6CF1 E40B-425F-4576-929B-95D36E51572B 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 Basic Services and this Agreement at any time for County's convenience and without penalty to County upon three (3) days' notice to Provider. Upon any suspension by County, Provider shall discontinue the Basic Services and shall not resume the Basic Services until notified to proceed by County, and the Provider shall be paid that portion of the fees and expenses that it has earned to the date of suspension. 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. 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. Revised 2/17 6 DocuSign Envelope ID:6CF1 E40B-425F-4576-929B-95D36E51572B 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 state and federal anti-discrimination laws, policies, rules, and regulations and the Orange County Non-Discrimination Policy and Orange County Living Wage Policy (each policy is incorporated herein by reference and may be viewed at http://www.orangecountync.gov/departments/purchasing_division/contracts.php.) Any violation of this requirement is a breach of this Agreement and County may immediately terminate this Agreement without further obligation on the part of the County. This paragraph is not intended to limit and does not limit the definition of breach to discrimination. By executing this Agreement Provider affirms that Provider and any subcontractors of Provider are and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. By executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor, on the list created by the State Treasurer pursuant to G.S. 147- 86.58. 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 a 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, subject to the following provisions in this Section 11.g. 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. Upon payment by the County to Provider for all fees, costs and expenses due under this Agreement, Provider will transfer to the County Provider's rights, title and interest in and to the final and fully paid for materials produced or authored by Provider and delivered to County under this Agreement ("Deliverables"). The Deliverables will be considered a Revised 2/17 7 DocuSign Envelope ID:6CF1 E40B-425F-4576-929B-95D36E51572B "work made for hire" as that term is defined in the Copyright Revision Act of 1976, 17 U.S.C. §101 et seq. and the copyright therein shall be owned by County, worldwide, for all purposes. To the extent that all or any part of the Deliverables does not qualify as a "work made for hire" under applicable law, subject to payment of all sums due and owing to Provider in accordance with the terms hereof, Provider hereby assigns to the County Provider's right, title and interest therein without further action required by the parties. All of the foregoing provisions in this Section 11.g are subject to the following limitations: i. Provider retains all of its rights, title and interest in and to "Provider Property," which includes (i) all materials owned by or licensed to Provider (including modifications, improvements, and enhancements thereof) prior to, or separately from, Provider's performance under this Agreement, and (ii) all generic, client agnostic, or proprietary information, ideas, concepts, methodologies, templates, software (including but not limited to applications, code, whether in source code or object code form, databases, etc.), processes or procedures used, created or developed by Provider in the general conduct of its business, regardless of whether such Provider Property is used by Provider for the County's benefit, or made available by Provider for use by the County. To the extent that Provider Property is incorporated in the Deliverables provided to the County hereunder, Provider hereby grants to the County a non-exclusive, perpetual, worldwide, royalty-free license to use such Provider Property (except software) solely as incorporated in and for the use of the Deliverables; and unless otherwise agreed to in writing signed by the Parties, software may not be used by the County after the term of this Agreement. ii. Notwithstanding the foregoing, all property that would be considered Deliverables but that was developed or created by anyone other than Provider, including any open source software or code ("Third-Party Property") shall remain the sole and exclusive property of such third parties, and the County will use such Third-Party Property consistent with the restrictions for such Third-Party Property communicated to the County in writing h. Non-Appropriation. Provider acknowledges that County is a governmental entity, and the validity of this Agreement is based upon the availability of public funding under the authority of its statutory mandate. In the event that public funds are unavailable and not appropriated for the performance of County's obligations under this Agreement, then this Agreement shall automatically expire without penalty to County immediately upon written notice to Provider of the unavailability and non-appropriation of public funds. It is expressly agreed that County shall not activate this non-appropriation provision for its convenience or to circumvent the requirements of this Agreement, but only as an emergency fiscal measure during a substantial fiscal crisis. In the event of a change in the County's statutory authority, mandate and/or mandated functions, by state and/or federal legislative or regulatory action, which adversely affects County's authority to continue its obligations under this Agreement, then this Agreement shall automatically terminate without penalty to County upon written notice to Provider of such limitation or change in County's legal authority. Revised 2/17 8 DocuSign Envelope ID:6CF1 E40B-425F-4576-929B-95D36E51572B i. Signatures. This Agreement together with any amendments or modifications may be executed electronically. All electronic signatures affixed hereto evidence the consent of the Parties to utilize electronic signatures and the intent of the Parties to comply with Article 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 FleishmanHillard Attention: Laurie Paolicelli Andre Moody P.O. Box 8181 1201 Edwards Mill Rd, Ste 301 Hillsborough, NC 27278 Raleigh, NC 27607 [SIGNATURE PAGE TO FOLLOW] Revised 2/17 9 DocuSign Envelope ID:6CF1 E40B-425F-4576-929B-95D36E51572B IN WITNESS WHEREOF, the Parties, by and through their authorized agents, have hereunder set their hands and seal, all as of the day and year first above written. ORANGE COUNTY: PROVIDER: DocuSigned by: DocuSigned by: By: ,Jobs,:. By: gwkvt,a. Al.bbki ki3 ,2Chair Sty, Vice President& Sr. Orange County Board of Commissioners Partner, General Manager Revised 2/17 1 DocuSign Envelope ID:6CF1 E40B-425F-4576-929B-95D36E51572B Exhibit 1 Scope of services/Octoberl, 2017-June 30, 2018: $226,000 $8,000 October data analysis internally and externally $84,000 October-June monthly retainer @$8,000 monthly • Retainer is agreement between FH and Chapel Hill/Orange County Visitors Bureau to work together over a longer period of time on more than just one project. It reserves a set amount of the agency's time for a set rate.The scope of services as part of the retainer is detailed below. • Additionally, $4,000 will be used for travel and related out of pocket expenses for research, including quarterly meetings with team and attendance by one employee at Annual 360 Travel Conference (formerly known as Governors Conference on Tourism). $100,000 November 2017-June 2018: ($12,400 monthly for paid digital campaign and strategy as outlined below): $34,000 production of creative. $226,000 for October 2017-June 2018 contract. Scope of Services under agreement; • Develop/Execute Social (market and geographic) Segmentation Plan—Throughout 2017/June 30, 2018 • Develop/Execute Social Media Strategy—Throughout 2017/June 30, 2018 • Create Digital/Social Ad Strategy—Throughout 2017/June 30,2018 • Identify Chapel Hill/Orange County Influencer Advocates and Engagement—Throughout 2017/June 30, 2018 • Initiate Social Listening& Monitoring Protocol (correct responses posted on social media forums)—Throughout 2017/June 30, 2018 • Tentpole Campaign Planning/PR support*—Throughout 2017/June 30, 2018 (The tentpole refers to the pinnacle of buzz generated before and after an event as highlighted by a curve on a graph which looks similar in shape to a circus tent). • Public relations services include support of Director of Communications as needed and agreed upon. 7 64,0" 644.4, No Gum k '°+w 0^'I_4 �! DocuSign Envelope ID:6CF1E40B-425F-4576-929B-95D36E51572B ie 1 AC:C.7RD CERTIFICATE OF LIABILITY INSURANCE 1 DATE(MM/DD/YYTYI 1 , 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 1 BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. I 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). 1 PRODUCER I CONTACT 1 ' NAME: Marsh USA.Inc. PHONE FAX Li 1166 Avenue of Ihe Americas ..„(AICI I,49.,Ext)i„ [A/C,NO ii., 1 New York NY 10036 EMAIL Attn:EMAIL:ommcom REOUEST@MARSH COM ADDRE_W INSURERIS)AFFORDING COVERAGE NAIC# • f 045162-STAND-CAS-16-17 ILEiSil Zurich AmerIcan Insurance Company 16535 INSURER A: INSURED 1 INSURER B,XL rIst.irance America,Inc, ,24554 OMNICOM GROUP INC 1 (FLEISHMANHILLARD.INC 4 1 INSURER C: 437 MADISON AVENUE INSURER 0 NEW YORK,NY 10022 INSURER E INSURER F, COVERAGES CERTIFICATE NUMBER: NYO007352896-25 REVISION NUMBER21 THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LIS"TED BELOW HAVE BEEN ISSUED 'TO THE INSURED NAMED ABOVE EOR THE POLICY PERIOD INDICATED NOTWITHSTANDING ANY REOUIREMENT. TERM OR CONDITION OF ANY CONTRAC T OR OTHER DOCUMENT WITH RE.SPEC IT 10 WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN TI IE 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 ADDL SOUR POLICY EFF POLICY EXP ;LTR TYPE OF INSURANCE POLICY NUMBER "MMODD/YYYY. .MM/DDlYYTY LIMITS I X COMMERCIAL GENERAL LIABILITY EAl.H GGEHRRE NCE $ 2,000660 A GILD 5096224 1)1 07/01/2016 0/0112(11/ DAMAGE TO RENTED 2 006 000! CLAIMS-MADE ',, GEEHR e... !!!Cif:L5 L(.,p gcculler : , ! . . ._..„ . X CONTI:4ACTUAL LIABILITY , MED EXP(Aily One Pelf SCM9 0 10,000 7,000.06 0 PERSONAL 11 ADV INJURY $ $11/I-N't AGGREGA TE LIMIT APPLIES PER GENERAI AGGRIL CA 0 E $ 5,600.000 ! 7! PoLic Y kEl.AC.?-1 j L 0 c -,i,t0Olic.-.1S.COMP/OP AC1G $ 5,000.000 ! OTHER 1 . .B D C, , CMINEING1 E,I MIT $ 11 AUTOMOBILE UABILITY O 2,060000 I ! Li:i!iii accia64416_ i A A .. BAP 5096275(41 0701/2016 .07/01/7017 PoDit.A IN(Lilly i4,6:4 persorl) $ ' ANY Al)Ill .:..! ,, OWNED CCHL HULED BODILY INJURY(Po'act,de n O.) 0 . ' i _ ON-OWNED . PROP E.RTY DA.MAGE $ . HIRED AU WS AUTO, Pet accudeql) , CCIMP/COLL DED! III X UMBRELA LIAB • X occu EC II r; A OCCURRENCE $ 25(0 L 2500 10.006,000 I B EXCESS LIA.B 1 (1 AIMS'MANE 1./S00006780I„li 1 6A 07.101/2016 07/01/2017 AGGREGATE $ 10,000.000 NED I RE'111 N LION$ , , $ , VVORNERS COMPENSATION 7 PER,, .. -1-117--)Th, AND EMPLOYERS"LIABILITY Y I N STA lull ER ANY PROPR E'T(1)RfPART NE NKLX(:.G I,.1.T 1 v E E I EACH ACCIDENT $ Oil CER/ME MHE R EA CI LICE DY 1 N d A (Mandatory in NIII --""""" I. L DISEASE-EA EMPL()YEE $ IT yes desc,ntse uncleu , DESCRIPTION OF()PERA PIONS beR:.v E.L DISEASE-POLWLY I.IMIIT $ ,. . !DESCRIPTION OF OPERATIONS d LOCATIONS/VEHICLES (ACORO 101,Additional Remartra Sthedtlien may be attached if more apace is required) EVIDENCE OF COVERACAE ONLY. CERTIFICATE HOLDER CANCELLATION F LOSHMIAN-H81...LARD INC SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 200 N BROADWAY THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ST LOUIS,MCI 63102 ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE of Marsh USA Inc F-031,6 FaMATIVIKMIS — - 1 (0 1988-2014 ACORD CORPORATION. All rights reserved, ACORD 25(2014/01) The ACORD name and logo are registered marks of ACORD DocuSign Envelope ID:6CF1E40B-425F-4576-929B-95D36E51572B 157011 ,4CORI$ CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDD/YYYY) /11/2017 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 have ADDITIONAL INSURED provisions or 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 NAMEACT Jim Wagner Commercial Lines (248)353-5800 PHONE FAx (NC,No,Ext): 249-948-5737 (NC,No): 855-272-2518 Wells Fargo Insurance Services USA, Inc. E-MAIL ner wesar ADDRESS: im.wa llf o.com g @ g 4000 Town Center,Suite 800 INSURER(S)AFFORDING COVERAGE NAIC# Southfield, MI 48075 INSURERA: XL Specialty Insurance Company 37885 INSURED INSURER B Omnicom Group Inc. INSURER C: Fleishman-Hillard Inc. INSURER D: 437 Madison Avenue INSURER E: New York, NY 10022 INSURER F: COVERAGES CERTIFICATE NUMBER: 11322589 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 (MMIDD/YYYY) (MMIDD/YYYY) COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ DAMAGE RETED CLAIMS-MADE OCCUR PREMISES O(Ea occurrence) $ MED EXP(Any one person) $ PERSONAL&ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE POLICY PRO- JECT LOC PRODUCTS-COMP/OP AGG $ OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ (Ea accident) ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY (Per accident) UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE DED RETENTION$ $ A WORKERS EMPLOYERS'COMPENSATION RWC6200002 01/01/17 01/01/18 X STATUTE EERH AND EMPLOYERS'LIABILITY 1,000,000 ANYPROPRIETOR/PARTNER/EXECUTIVE Y/N E.L.EACH ACCIDENT OFFICER/MEMBEREXCLUDED? 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 $ DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Evidence of Coverage CERTIFICATE HOLDER CANCELLATION Fleishman-Hillard Inc. SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 437 Madison Avenue ACCORDANCE WITH THE POLICY PROVISIONS. New York,NY 10022 AUTHORIZED REPRESENTATIVE The ACORD name and logo are registered marks of ACORD ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) DocuSign Envelope ID:6CF1 E40B-425F-4576-929B-95D36E51572B ,4cOz° DATE(MM/DD/YYYY)® CERTIFICATE OF LIABILITY INSURANCE 11/13/2017 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 have ADDITIONAL INSURED provisions or 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 Marsh USA,Inc. NAME: PHONE FAX 1166 Avenue of the Americas (A/c,No,Ext): (NC,No): New York,NY 10036 E-MAIL Attn:EMAIL:OMNICOM.REQUEST @MARSH.COM ADDRESS: INSURER(S)AFFORDING COVERAGE NAIC# S45162-STAND-CAS-17-18 FLEISH INSURERA:Zurich American Insurance Company 16535 INSURED OMNICOM GROUP INC. INSURER B:N/A N/A (FLEISHMANHILLARD,INC.) INSURER C: 437 MADISON AVENUE INSURER D NEW YORK,NY 10022 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: NYC-010160148-01 REVISION NUMBER: 2 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) X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 2,000,000 A CLAIMS-MADE X OCCUR GLO 5096224 02 07/01/2017 07/01/2018 DAMAGE TO RENTED 2,000,000 PREMISES(Ea occurrence) $ X CONTRACTUAL LIABILITY MED EXP(Any one person) $ 10,000 PERSONAL&ADV INJURY $ 2,000,000 GENL AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 5,000,000 X POLICY PRO- JECT LOC PRODUCTS-COMP/OP AGG $ 5,000,000 OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 2,000,000 (Ea accident) A X ANY AUTO BAP 5096225 02 07/01/2017 07/01/2018 BODILY INJURY(Per person) $ X OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS X HIRED x NON-OWNED PROPERTY DAMAGE AUTOS ONLY AUTOS ONLY (Per accident) COMP/COLL DED: $ 2500/2500 UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY Y/N STATUTE ER ANYPROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? N N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ 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 included as additional insured on all policies where required by written contract. CERTIFICATE HOLDER CANCELLATION Chapel Hill Orange County Visitors SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Bureau THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 501 W.Franklin Street ACCORDANCE WITH THE POLICY PROVISIONS. Chapel Hill,NC 27516 AUTHORIZED REPRESENTATIVE of Marsh USA Inc. Ricki Fitzsimmons ©1988-2016 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD