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2023-242-E-Visitors Brueau- Clean-Marketing & Communications Management
Revised 04/23 NORTH CAROLINA CONTRACT AMENDMENT ORANGE COUNTY THIS CONTRACT AMENDMENT (“Amendment”) is made and entered into this _25th__ day of ____May________, 2023__ by and between ORANGE COUNTY (hereinafter referred to as “County”) and _Clean, Inc______________ (hereinafter referred to as “Provider”). WITNESSETH: THAT WHEREAS, the County and Provider entered into a contract dated _7/1/2022_____________, (hereinafter the “Original Agreement”), for the provision of services for __Marketing & Communications Management______________; and WHEREAS, the County and Provider desire to amend the Original Agreement while keeping in effect all terms and conditions of the Original Agreement not inconsistent with the terms and conditions set forth below. NOW THEREFORE, for and in consideration of the mutual covenants and agreements made herein, the parties agree to amend the Original Agreement as follows: 1.In order to ensure the completion of the Services identified in the term of the Original Agreement is amended to reflect an end date by which all Services shall be completed of ____6/30/2023__________. 2.Exhibit _1___ to the Original Agreement is amended by adding the following tasks and services to the Services to be provided by the Consultant: See Exhibit 2 for added scope of work 3.Article _5__, Section __a__ is amended to reflect a maximum payable not-to-exceed amount of ____$345,000____________. 4.Except for the changes made herein, the Original Agreement shall remain in full force and effect to the extent it is not inconsistent with this Amendment. In the event there is a conflict between the terms of the Original Agreement and the terms of this Amendment, this Amendment shall control. IN TESTIMONY WHEREOF, this Amendment has been executed by the parties hereto, as of the date first above written. ORANGE COUNTY PROVIDER ______________________________ Clean, Inc Bonnie Hammersley ________ County Manager _Lee Davis,CEO _______ DocuSign Envelope ID: 01CCE0CE-2FF7-4344-BA65-967F9F507611DocuSign Envelope ID: BCFF64AD-9E20-43F7-ACD7-EE9BDD5912CE 5/30/2023 5/31/2023 Revised 04/23 ORANGE COUNTY—INTERNAL USE ONLY ______________________________________________________________________________ Finance Information Vendor Name: Clean, Inc Vendor Contact Person: Lee Davis Phone: 919-544-2193 Address: 806 McCulloch Street, Suite 102 City State: NC Zip: 27603 Department: EDC/Visitors Bureau Amount: $45,000 Purpose: Marketing & Communications Management Budget Code(s): 37600520-600000 Vendor # 60897 Vendor Status with NCSOS: Current-Active Vendor is a BOCC consultant: Yes No Contract Details Contract Type: New Amendment (Original Contract: 7/01/22) (Most Recent Amendment ) Effective Date 5/25/23 End Date 6/30/23 Notice Date (Notice Purpose ) Award Approved by Board (Agenda Date: 9/6/22); Made or Administered by Signature Authority - BOCC Express Delegation (Agenda Date: ) -Policy 9.4:Under $5,000; Service Under $90,000; Construction Under $250,000 - Budget Policy Section XV (Capital Improvement Project: ) Bidding Informal Bidding ($30k-$90k); Formal RFP ($90k+); Other (<$30k); Exception(# ) Department Affirmation This agreement is approved as to technical form and content and I as Department Director affirmatively state work on this project has not been initiated prior to execution of the agreement. Services related to this agreement have already begun or been completed. Descriptio n of the nature of the emergency condition that was addressed: Department Director’s Signature ________________________________________ Date: ________ Information Technologies This agreement has been reviewed and is approved as to information technology content and specifications: Office of the Chief Information Officer___________________________________ Date: ________ Inapplicable because no hardware/software purchases or related services Risk Management This agreement is approved for sufficiency of insurance standards, specifications, and requirements: Office of the Risk Management Officer___________________________________ Date: _________ Financial Services This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act: Office of the Chief Financial Officer ____________________________________ Date: _________ Legal Services This agreement is approved as to legal form and sufficiency: Office of the County Attorney __________________________________________Date: ________ Clerk to the Board All Docusign contracts must be copied to the Clerk upon completion: occlerkdocs@orangecountync.gov The following signature block is for hard copies only and is not required for Docusign contracts: Received for record retention: Office of the Clerk to the Board __________________________________________Date:_________ DocuSign Envelope ID: 01CCE0CE-2FF7-4344-BA65-967F9F507611 5/30/2023 DocuSign Envelope ID: BCFF64AD-9E20-43F7-ACD7-EE9BDD5912CE 5/30/2023 5/30/2023 5/31/2023 Client:Chapel Hill Visitor’s Bureau Project:June 2023 SOW Date:5/25/2023 Project Description This statement of work will include work that takes place between Clean Advertising and Design & Chapel Hill Visitor’s Bureau. The overall budget will be used to compensate Clean for working to complete deliverables, along with payment of hard costs including asset production and research needed for campaign launch. Exact costs will be shared before the start of each project/deliverable and approved by the Client in advance. This SOW could include campaign partnership management, copywriting, design, project management, media planning, buying, optimization, and reporting. Details ● Advertising Opportunities - $20,000.00 o Clean and client will utilize this money towards advertising opportunities that lay outside of the scope of work. Clean will plan all opportunities and receive client approval before proceeding with media or creative needs. This money will be invoiced by 6/30/2023. ● Uproar Art Festival - $25,000.00 o Clean and Chapel Hill Visitors Center will partner to create additional assets for the Uproar Art Festival. The spend can be both utilized for both creative services as well as agreed upon outside costs (media, printing, etc). This money will be invoiced by 6/30/2023. Total: $45,000.00 Approved By:Date: _________________________________________________________________________ _______________________________ Approved By:Date: _________________________________________________________________________ _______________________________ a: 806 McCulloch Street, Suite 102, Raleigh, NC 27603 p: 919.544.2193 w: cleaninc.com EXHIBIT 2DocuSign Envelope ID: 01CCE0CE-2FF7-4344-BA65-967F9F507611DocuSign Envelope ID: BCFF64AD-9E20-43F7-ACD7-EE9BDD5912CE 05/26/2023 Sentinel Risk Advisors LLC 4700 Six Forks Road Suite 200 Raleigh NC 27609 Barbie Brown (919) 926-4623 (919) 926-4664 bbrown@sentinelra.com Clean Design, Inc. 806 McCulloch Street, Suite 102, Raleigh NC 27603 Hartford Underwriters Ins. Co.30104 Accident Fund Insurance Company of America 10166 United States Liability Ins. Co.25895 CL234515797 A Y 22 SBA AK4H6B 03/26/2023 03/26/2024 1,000,000 1,000,000 10,000 1,000,000 2,000,000 2,000,000 Employee Benefits 1,000,000 A 22 SBA AK4H6B 03/26/2023 03/26/2024 1,000,000 A 10,000 22 SBA AK4H6B 03/26/2023 03/26/2024 2,000,000 2,000,000 B N AF WCP 100081801 01/01/2023 01/01/2024 1,000,000 1,000,000 1,000,000 C Professional Liability SP 1559388H 03/26/2023 03/26/2024 Occurence Limit $2,000,000 Aggregate Limit $2,000,000 Orange County, its officers, agent and employees are included as an Additional Insured on General Liability Coverage per written contract. Orange County 300 West Tryon Street PO Box 8181 Hillsborough NC 27278 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES 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). 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. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD 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. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY DocuSign Envelope ID: 01CCE0CE-2FF7-4344-BA65-967F9F507611DocuSign Envelope ID: BCFF64AD-9E20-43F7-ACD7-EE9BDD5912CE THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Form SL 30 32 10 18 Page 1 of 3 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) BLANKET ADDITIONAL INSURED BY CONTRACT This endorsement modifies insurance provided under the following: BUSINESS LIABILITY COVERAGE FORM Except as otherwise stated in this endorsement, the terms and conditions of the Policy apply. A.The following is added to Section C. WHO IS AN INSURED: Additional Insureds When Required By Written Contract, Written Agreement Or Permit The person(s) or organization(s) identified in Paragraphs a. through f. below are additional insureds when you have agreed, in a written contract or written agreement, or when required by a written permit issued by a state or governmental agency or subdivision or political subdivision that such person or organization be added as an additional insured on your Coverage Part, provided the injury or damage occurs subsequent to the execution of the contract or agreement, or the issuance of the permit. A person or organization is an additional insured under this provision only for that period of time required by the contract, agreement or permit. However, no such person or organization is an additional insured under this provision if such person or organization is included as an additional insured by any other endorsement issued by us and made a part of this Coverage Part. The insurance afforded to such additional insured will not be broader than that which you are required by the contract, agreement, or permit to provide for such additional insured. The insurance afforded to such additional insured only applies to the extent permitted by law. The limits of insurance that apply to additional insureds are described in Section D. LIABILITY AND MEDICAL EXPENSES LIMITS OF INSURANCE. How this insurance applies when other insurance is available to an additional insured is described in the Other Insurance Condition in Section E. LIABILITY AND MEDICAL EXPENSES GENERAL CONDITIONS. a. Vendors Any person(s) or organization(s) (referred to below as vendor), but only with respect to "bodily injury" or "property damage" arising out of "your products" which are distributed or sold in the regular course of the vendor's business and only if this Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products-completed operations hazard". (1)The insurance afforded to the vendor is subject to the following additional exclusions: This insurance does not apply to: (a)"Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; (b)Any express warranty unauthorized by you; (c)Any physical or chemical change in the product made intentionally by the vendor; (d)Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; (e)Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; (f)Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; (g)Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or DocuSign Envelope ID: 01CCE0CE-2FF7-4344-BA65-967F9F507611DocuSign Envelope ID: BCFF64AD-9E20-43F7-ACD7-EE9BDD5912CE THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Form SL 30 32 10 18 Page 2 of 3 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) (h)"Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (i)The exceptions contained in Paragraphs (d) or (f); or (ii)Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. (2)This insurance does not apply to any insured person or organization from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. b. Lessors Of Equipment (1)Any person or organization from whom you lease equipment; but only with respect to their liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such person or organization. (2)With respect to the insurance afforded to these additional insureds, this insurance does not apply to any "occurrence" which takes place after you cease to lease that equipment. c. Lessors Of Land Or Premises (1)Any person or organization from whom you lease land or premises, but only with respect to liability arising out of the ownership, maintenance or use of that part of the land or premises leased to you. (2)With respect to the insurance afforded to these additional insureds, this insurance does not apply to: (a)Any "occurrence" which takes place after you cease to lease that land or be a tenant in that premises; or (b)Structural alterations, new construction or demolition operations performed by or on behalf of such person or organization. d. Architects, Engineers Or Surveyors (1)Any architect, engineer, or surveyor, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: (a)In connection with your premises; or (b)In the performance of your ongoing operations performed by you or on your behalf. (2)With respect to the insurance afforded to these additional insureds, the following additional exclusion applies: (a)This insurance does not apply to "bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of or the failure to render any professional services, including: (i)The preparing, approving, or failure to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (ii)Supervisory, surveying, inspection, architectural or engineering activities. This exclusion applies even if the claims allege negligence or other wrongdoing in the supervision, hiring, service. (b)This insurance does not apply to "bodily injury" or "property damage" included within the "products- e. State Or Governmental Agency Or Subdivision Or Political Subdivision Issuing Permit (1)Any state or governmental agency or subdivision or political subdivision, but only with respect to operations performed by you or on your behalf for which the state or governmental agency or subdivision or political subdivision has issued a permit. (2)With respect to the insurance afforded to these additional insureds, this insurance does not apply to: (a)"Bodily injury", "property damage" or "personal and advertising injury" arising out of operations performed for the federal government, state or municipality; or DocuSign Envelope ID: 01CCE0CE-2FF7-4344-BA65-967F9F507611DocuSign Envelope ID: BCFF64AD-9E20-43F7-ACD7-EE9BDD5912CE THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Form SL 30 32 10 18 Page 3 of 3 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) (b)"Bodily injury" or "property damage" included within the "products-completed operations hazard". f. Any Other Party (1)Any other person or organization who is not in one of the categories or classes listed above in Paragraphs a. through e. above, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: (a)In the performance of your ongoing operations performed by you or on your behalf; (b)In connection with your premises owned by or rented to you; or (c)In connection with "your work" and included within the "products-completed operations hazard", but only if: (i)The written contract, written agreement or permit requires you to provide such coverage to such additional insured; and (ii)This Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products-completed operations hazard". (2)With respect to the insurance afforded to these additional insureds, the following additional exclusion applies: This insurance does not apply to "bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including: (a)The preparing, approving, or failure to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (b)Supervisory, surveying, inspection, architectural or engineering activities. This exclusion applies even if the claims allege negligence or other wrongdoing in the supervision, hiring, described in Paragraphs f.(2)(a) or f.(2)(b) above. DocuSign Envelope ID: 01CCE0CE-2FF7-4344-BA65-967F9F507611DocuSign Envelope ID: BCFF64AD-9E20-43F7-ACD7-EE9BDD5912CE Revised 06/21 1 [Departmental Use Only] TITLE Clean, Inc. FY 2022-2023 NORTH CAROLINA SERVICES AGREEMENT NO RFP/RFQ ORANGE COUNTY This Services Agreement (hereinafter “Agreement”), made and entered into this 1st day of July, 2022, (“Effective Date”) by and between Orange County, North Carolina a political subdivision of the State of North Carolina (hereinafter, the "County") and Clean, Inc, (hereinafter, the "Provider"). WITNESSETH: That the County and Provider, for the consideration herein named, do hereby agree as follows: 1.Services a.Scope of Work. i)This Agreement is for services to be rendered by Provider to County with respect to (insert type of project): 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 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 DocuSign Envelope ID: B7FCEEC9-2F9E-4604-8311-DDA2E16EBE7DDocuSign Envelope ID: 01CCE0CE-2FF7-4344-BA65-967F9F507611DocuSign Envelope ID: BCFF64AD-9E20-43F7-ACD7-EE9BDD5912CE Revised 06/21 2 quality, accuracy and timely completion and submission of all work related to the Basic Services. ii)Provider shall be responsible for all errors or omissions of its agents, contractors, employees, or assigns in the performance of the Agreement. Provider shall correct any and all errors, omissions, discrepancies, ambiguities, mistakes or conflicts at no additional cost to the County. iii)The Provider shall not, except as otherwise provided for in this Agreement, subcontract the performance of any work under this Agreement without prior written permission of the County. No permission for subcontracting shall create, between the County and the subcontractor, any contract or any other relationship. iv)Provider is an independent contractor of County. Any and all employees of the Provider engaged by the Provider in the performance of any work or services required of the Provider under this Agreement, shall be considered employees or agents of the Provider only and not of the County, and any and all claims that may or might arise under any workers compensation or other law or contract on behalf of said employees while so engaged shall be the sole obligation and responsibility of the Provider. v)If activities related to the performance of this Agreement require specific licenses, certifications, or related credentials Provider represents that it or its employees, agents and subcontractors engaged in such activities possess such licenses, certifications, or credentials and that such licenses certifications, or credentials are current, active, and not in a state of suspension or revocation. vi)In determining the Basic Services to be provided, should any documents be referenced in this Agreement, the terms of this Agreement shall have priority in any conflict between the terms of referenced documents and the terms of this Agreement. vii)Should this Agreement involve project designs, the construction or creation of which is to be bid out or fulfilled by other contractors, and bidding or negotiation with contractors produce prices which, when added to the other elements of the approved total project cost, produce a cost that is in excess of the approved total project cost, the Provider shall participate with the County in negotiation and design adjustments to the extent such are necessary to obtain prices within the approved total project cost. All activity of the Provider with respect to these matters shall constitute Basic Services and shall be performed by the Provider without additional compensation. If negotiation and design adjustments fail to bring costs within the total project cost the County may reject all bids and Provider will redesign or reduce portions of the project in an effort to reduce the bid prices to within the total project cost and rebid the project. One such redesign is included within Basic Services. If this second letting for bids does not produce bids that are within the approved total project cost initially or after negotiations with the contractor the cost is not reduced to an amount within the total project cost, the Provider is not obligated to engage in further redesign. DocuSign Envelope ID: B7FCEEC9-2F9E-4604-8311-DDA2E16EBE7DDocuSign Envelope ID: 01CCE0CE-2FF7-4344-BA65-967F9F507611DocuSign Envelope ID: BCFF64AD-9E20-43F7-ACD7-EE9BDD5912CE Revised 06/21 3 3.Basic Services a.Basic Services. The Services to be rendered pursuant to this Agreement are as follows (fully describe services to be provided): See Exhibit 1 for Scope of Work 4.Duration of Services a.Term. The term of this Agreement shall be from July 1, 2022 to June 30, 2023. b.Scheduling of Services. i)The Provider shall schedule and perform its activities in a timely manner. 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 July 1, 2022. 5.Compensation a.Compensation for Basic Services. Compensation for Basic Services shall include all compensation due the Provider from the County for all services satisfactorily (as determined by the County) performed pursuant to this Agreement. The maximum amount payable for Basic Services shall not exceed Three Hundred Thousand Dollars ($300,000.00). Payment for satisfactorily performed Basic Services shall become due and payable within thirty (30) days of Provider properly invoicing County. Payment shall be subject to provisions of Section 5(b). b.Disputes. In the event the amount stated on an invoice is disputed by the County, the County may withhold payment of all or a portion of the amount stated on an invoice until the parties resolve the dispute. Should Provider fail to perform its duties under the terms of this Agreement, County may, without fault or penalty, withhold any payment associated with the work to be performed until such time as said work is completed. c.Additional Services. County shall not be responsible for costs related to any services in addition to the Basic Services performed by Provider unless County requests such additional services in writing and such additional services are evidenced by a written amendment to this Agreement. 6.Responsibilities of the County a.Cooperation and Coordination. The County has designated (Laurie Paolicelli) to act as the County's representative with respect to the Project who shall have the authority to render decisions within guidelines established by the County Manager or the County Board of Commissioners and who shall be available during working hours as often as may be reasonably required to render decisions and to furnish information. DocuSign Envelope ID: B7FCEEC9-2F9E-4604-8311-DDA2E16EBE7DDocuSign Envelope ID: 01CCE0CE-2FF7-4344-BA65-967F9F507611DocuSign Envelope ID: BCFF64AD-9E20-43F7-ACD7-EE9BDD5912CE Revised 06/21 4 7.Insurance a.General Requirements. Provider shall obtain, at its sole expense, Commercial General Liability Insurance, Automobile Insurance, Workers’ Compensation Insurance, and any additional insurance as may be required by County’s Risk Manager as such insurance requirements are described in the Orange County Risk Transfer Policy and Orange County Minimum Insurance Coverage Requirements (each document is incorporated herein by reference and may be viewed at http://www.orangecountync.gov/departments/purchasing_division/contracts.php). If County’s Risk Manager determines additional insurance coverage is required such additional insurance shall consist of N/A (if no additional insurance required mark N/A as being not applicable). Provider shall not commence work until such insurance is in effect and certification thereof has been received by the County's Risk Manager. 8.Indemnity a.Indemnity. To the extent authorized by North Carolina law the Provider agrees, without limitation, to defend, indemnify and hold harmless the County from all loss, liability, claims or expense, including attorney's fees, arising out of or related to the Project and arising from property damage or bodily injury including death to any person or persons caused in whole or in part by the negligence or misconduct of the Provider except to the extent same are caused by the negligence or willful misconduct of the County. It is the intent of this provision to require the Provider to indemnify the County to the fullest extent permitted under North Carolina law. 9.Amendments to the Agreement a.Changes in Basic Services. Changes in the Basic Services and entitlement to additional compensation or a change in duration of this Agreement shall be made by a written Amendment to this Agreement executed by the County and the Provider. The Provider shall proceed to perform the Services required by the Amendment only after receiving a fully executed Amendment from the County. 10.Termination a.Termination for Convenience of the County. This Agreement may be terminated without cause by the County and for its convenience upon seven (7) days’ prior written notice to the Provider. b.Other Termination. The Provider may terminate this Agreement based upon the County's material breach of this Agreement; provided, the County has not taken all reasonable actions to remedy the breach. The Provider shall give the County seven (7) days' prior written notice of its intent to terminate this Agreement for cause. Either party may terminate this Agreement upon notice to the other party that obligations pursuant to this Agreement are made impractical due to declarations of emergency by Orange County or by North Carolina due to events directly impacting Orange County. Both parties shall remain responsible for all payment and performance due up to the receipt of such notice, but shall have no further obligation or responsibility beyond that date provided the terminating party has taken all reasonable steps to complete the performance of its DocuSign Envelope ID: B7FCEEC9-2F9E-4604-8311-DDA2E16EBE7DDocuSign Envelope ID: 01CCE0CE-2FF7-4344-BA65-967F9F507611DocuSign Envelope ID: BCFF64AD-9E20-43F7-ACD7-EE9BDD5912CE Revised 06/21 5 obligations. c. Compensation After Termination. i) In the event of termination, the Provider shall be paid that portion of the fees and expenses that it has earned to the date of termination, less any costs or expenses incurred or anticipated to be incurred by the County due to errors or omissions of the Provider. Upon request of the County, the Provider shall submit to County all relevant documentation, including but not limited to, job cost records, to support its claims for final compensation. ii) Should this Agreement be terminated, the Provider shall deliver to the County within seven (7) days, at no additional cost, all deliverables including any electronic data or files relating to the Project. d. Waiver. The payment of any sums by the County under this Agreement or the failure of the County to require compliance by the Provider with any provisions of this Agreement or the waiver by the County of any breach of this Agreement shall not constitute a waiver of any claim for damages by the County for any breach of this Agreement or a waiver of any other required compliance with this Agreement. e. Suspension. County may suspend the Basic Services and this Agreement at any time for County’s convenience and without penalty to County upon three (3) days’ notice to Provider. Upon any suspension by County, Provider shall discontinue work on the Basic Services and shall not resume the Basic Services until notified to proceed by County. 11. Additional Provisions a. Limitation and Assignment. The County and the Provider each bind themselves, their successors, assigns and legal representatives to the terms of this Agreement. Neither the County nor the Provider shall assign or transfer its interest in this Agreement without the written consent of the other. b. Governing Law. This Agreement and the duties, responsibilities, obligations and rights of respective parties hereunder shall be governed by the laws of the State of North Carolina. By executing this Agreement Provider affirms that Provider and any subcontractors of Provider are and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. By executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147-86.58. By executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147-86.81. c. Non-Discrimination. Provider shall at all times remain in compliance with all applicable local, state, and federal laws, rules, and regulations including but not limited to all state and federal non-discrimination laws, policies, rules, and regulations and the Orange County Non-Discrimination Policy and Orange County Living Wage Policy (each policy is incorporated herein by reference and may be viewed at DocuSign Envelope ID: B7FCEEC9-2F9E-4604-8311-DDA2E16EBE7DDocuSign Envelope ID: 01CCE0CE-2FF7-4344-BA65-967F9F507611DocuSign Envelope ID: BCFF64AD-9E20-43F7-ACD7-EE9BDD5912CE Revised 06/21 6 http://www.orangecountync.gov/departments/purchasing_division/contracts.php.) Any violation of the Orange County Non-Discrimination Policy is a breach of this Agreement and County may immediately terminate this Agreement without further obligation on the part of the County. This paragraph is not intended to limit and does not limit the definition of breach to discrimination. d.Dispute Resolution. Any and all suits or actions to enforce, interpret or seek damages with respect to any provision of, or the performance or non-performance of, this Agreement shall be brought in the General Court of Justice of North Carolina sitting in Orange County, North Carolina. It is agreed by the parties that no other court shall have jurisdiction or venue with respect to such suits or actions. Binding arbitration may not be initiated by either Party, however, the Parties may agree to nonbinding mediation of any dispute prior to the bringing of such suit or action. e.Entire Agreement. This Agreement represents the entire and integrated agreement 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 or not appropriated for the performance of County’s obligations under this Agreement, then this Agreement shall automatically expire without penalty to County immediately upon written notice to Provider of the unavailability or non-appropriation of public funds. It is expressly agreed that County shall not activate this non-appropriation provision for its convenience or to circumvent the requirements of this Agreement. In the event of a change in the County’s statutory authority, mandate or mandated functions, by state or federal legislative or regulatory action, which adversely affects County’s authority to continue its obligations under this Agreement, then this Agreement shall automatically terminate without penalty to County upon written notice to Provider of such limitation or change in County’s legal authority. i.Signatures. This Agreement together with any amendments or modifications may be DocuSign Envelope ID: B7FCEEC9-2F9E-4604-8311-DDA2E16EBE7DDocuSign Envelope ID: 01CCE0CE-2FF7-4344-BA65-967F9F507611DocuSign Envelope ID: BCFF64AD-9E20-43F7-ACD7-EE9BDD5912CE Revised 06/21 7 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 Provider’s Name Attention:Laurie Paolicelli, CHOCVB Clean, Inc P.O. Box 8181 806 McCulloch Street, #102 Hillsborough, NC 27278 Raleigh, NC 27603 [SIGNATURE PAGE TO FOLLOW] DocuSign Envelope ID: B7FCEEC9-2F9E-4604-8311-DDA2E16EBE7DDocuSign Envelope ID: 01CCE0CE-2FF7-4344-BA65-967F9F507611DocuSign Envelope ID: BCFF64AD-9E20-43F7-ACD7-EE9BDD5912CE Revised 06/21 8 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: By: _________________________________ Bonnie Hammersley, County Manager By: __________________________________ Lee Davis, CEO Printed Name and Title DocuSign Envelope ID: B7FCEEC9-2F9E-4604-8311-DDA2E16EBE7D 9/8/20229/12/2022 DocuSign Envelope ID: 01CCE0CE-2FF7-4344-BA65-967F9F507611DocuSign Envelope ID: BCFF64AD-9E20-43F7-ACD7-EE9BDD5912CE Revised 06/21 9 ORANGE COUNTY—DEPARTMENT USE ONLY ______________________________________________________________________________ Party/Vendor Name: Clean, Inc Party/Vendor Contact Person: Lee Davis, CEO Contact Phone: (919) 544-2193 Party/Vendor Address: 806 McCulloch Street, Suite 102 City Raleigh State: NC Zip: 27603 Department: Economic Development/Visitors Bureau Amount: $300,000.00 Purpose: Marketing & Communications Managment Budget Code(s): 37600520-600000 Vendor # 60897 (N/A if new vendor) Vendor is a BOCC consultant? Yes No Contract Type: (Check one) New Renewal Amendment Effective Date July 1, 2022 Approved by Board Yes No Agenda Date: September 6, 2022 --- For Section XIV. c. contracts only, Approved by Board in Current FY Budget Yes No This agreement is approved as to technical form and content and I as Department Director affirmatively state work on this project has not been initiated prior to execution of the agreement: Department Director’s Signature ________________________________________ Date: ________ Agreements for emergency services or repair are not subject to the above affirmation. If services related to this agreement have already begun or been completed please briefly describe the nature of the emergency condition that was addressed: Information Technologies (Applicable only to hardware/software purchases or related services) This agreement has been reviewed and is approved as to information technology content and specifications: Office of the Chief Information Officer___________________________________ Date: ________ Risk Management This agreement is approved for sufficiency of insurance standards, specifications, and requirements: Office of the Risk Management Officer___________________________________ Date: _________ Financial Services This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act: Office of the Chief Financial Officer ____________________________________ Date: _________ Legal Services This agreement is approved as to legal form and sufficiency: Office of the County Attorney __________________________________________Date: ________ Clerk to the Board Received for record retention: All Docusign contracts must be copied to the Clerk upon completion: occlerkdocs@orangecountync.gov The following signature block is for hard copies only and is not required for Docusign contracts: Office of the Clerk to the Board __________________________________________Date:_________ X DocuSign Envelope ID: B7FCEEC9-2F9E-4604-8311-DDA2E16EBE7D 9/8/2022 9/10/2022 9/12/2022 9/12/2022 DocuSign Envelope ID: 01CCE0CE-2FF7-4344-BA65-967F9F507611DocuSign Envelope ID: BCFF64AD-9E20-43F7-ACD7-EE9BDD5912CE a: 806 McCulloch Street, Suite 102, Raleigh, NC 27603 p: 919.544.2193 w: cleaninc.com Client: Chapel Hill/Orange County CVB Project: ’22 – ’23 Contract (July 1 , 2022 – June 30, 2023 Date: 06/08/2022 This contract confirms that Chapel Hill/Orange County Visitors Bureau, hereinafter referred to as Client, has hired Clean, Inc. of 806 McCulloch Street Suite 102, in Raleigh, North Carolina, hereinafter referred to as Agency, as its Agency of Record. 1.Agency of Record As the Client’s Agency of Record partner, the Agency has been retained to execute and/or oversee the research, planning, public relations (as needed), and creative work for destination marketing services needed to promote the Client. Under this Agency of Record contract, the Agency has authority to purchase media and outside services on the Client’s behalf and based on approval of written estimates by the Client and receive standard agency compensation. 2.Summary of Services The Agency will provide a range of services associated with the strategies and plans presented to the Chapel Hill/Orange County Visitors Bureau and included below for the period of July 1, 2022 – June 30, 2023, with the possibility to renew if all parties are in agreement. A summary of the overall scope of services is as follows. These services are recommended based on past work and experiences. New executions and services may be added and existing may be removed should strategy, creative, or other circumstances direct that change may be needed. Should the scope of services shift, a separate scope of work document or change order will be sent to the Client to cover additional costs. The following accounts for a scope of services associated with a dedicated brand team who will work on your account from each department: Account Management and Oversight •Account management and direction for all work and agreed-upon deliverables, which may include: strategy, paid media across all channels, creative development, and production. •Account team will be responsible for managing/coordinating the following activities: o Main day-to-day point of contact to manage the account and funnel all communications/requests from the Client to the internal brand team and departments. o Scheduling and attendance of Client meetings, and presentations as needed when requested by the Client and the board of directors. o Development of presentations as needed for marketing committee/board meetings. o Generation and weekly updates of status reports and regular status calls as needed; monitoring of timelines and priorities. o Review and sharing of all strategy and creative work with the Client. o Development of schedules for review and approval of creative against media buys; sharing of schedules for each with the Client; planning of workflow. o Coordination and submission of all paid media on a timely basis with the media and project management team. EXHIBIT 1DocuSign Envelope ID: B7FCEEC9-2F9E-4604-8311-DDA2E16EBE7DDocuSign Envelope ID: 01CCE0CE-2FF7-4344-BA65-967F9F507611DocuSign Envelope ID: BCFF64AD-9E20-43F7-ACD7-EE9BDD5912CE a: 806 McCulloch Street, Suite 102, Raleigh, NC 27603 p: 919.544.2193 w: cleaninc.com o Work that coordinates with media and creative teams the specific ad run dates, images, CTAs, and messaging for all varied paid media buys. o Management and tracking of monthly billing/budget: generation and reconciliation of project and account invoices. o Prompt notification of the Client if we are going over on scope/agreed upon hours. o Monitoring and funneling with the larger team the agreed-upon review/analysis of the existing media plan, results/reporting, and metrics. Paid Media Planning and Management •Overall and ongoing strategic media recommendations and approach, including allocation with select partners/vendors. •Research, planning, negotiation, placement, and management of both traditional and non- traditional media. •Coordination with all third parties on external media buys unless separately arranged by the Client (ex: radio stations, talent, TV stations, print media, online media, event sponsorship details, etc.) •Purchasing and billing of media on behalf of the Client. •Includes related added-value programs, and any traffic related to that same media •Deployment of appropriate methods for measuring the impact of executed media strategies and tactics. This includes ongoing review and analysis of campaign against goals with agreed-upon reporting frequency. Strategy Development and Implementation •Development and identification of a strategic framework each year on behalf of the destination; to be revisited as needed. •Ongoing monitoring of work and reviews to ensure creative and idea execution are delivering against approved/recommended strategic direction. •Recommendations on additional research that may be needed, whether qualitative or quantitative. Creative Development and Direction •Develop a results-driven creative campaign, including a comprehensive destination brand and messaging for the Chapel Hill/Orange County area. •Provide campaign direction, creative concepts, and development against all paid media plan deliverables. •Provide traditional/non-traditional big ideas based on the strategic direction and brand positioning. •Align copy and visuals to recent photography and other campaign elements, including audience and target viewership of selected advertising medium. •Standardize all campaign elements and create continuity and consistency for the brand. •Design team and mechanical artists to resize all advertising and creative elements to specifications for media placements and vendors. o Provide management of the production of various creative concepts and delivery to media vehicles as required, along with support from account and project management. DocuSign Envelope ID: B7FCEEC9-2F9E-4604-8311-DDA2E16EBE7DDocuSign Envelope ID: 01CCE0CE-2FF7-4344-BA65-967F9F507611DocuSign Envelope ID: BCFF64AD-9E20-43F7-ACD7-EE9BDD5912CE a: 806 McCulloch Street, Suite 102, Raleigh, NC 27603 p: 919.544.2193 w: cleaninc.com •Should any new production costs be requested or needed (ex: new photography, video, experiential), they will be scoped separately as additional costs, then presented and approved by the Client in advance. Project Management: •Create, follow, and monitor project timelines for each deliverable. Includes creative concepts work to creative deliverables against the full media plan. •Ensure work is shared with the Client and delivered on time. •Build to specifications and guidelines listed within the approved media plan for each partner/vendor. •Examine/check all files for quality control and assurance; prepare all final files for external use. •Along with media team, monitor traffic of all creative final files once approved by the Client through account team, and send to media vendors. Standards of Quality The Client agrees to work with the Agency toward a common goal of creative professional advertising projects that maintain a high level of quality. To ensure this, the Client agrees that the Agency will handle the planning and creative work on all advertising projects, as well as coordination and follow-through. This includes media placement, outside vendor purchase, and billing. Approval and Estimates for Work Performed The Agency will submit all advertising plans and campaigns, copy, layouts, artwork, storyboards, scripts, and media schedules to the Client for approval, along with written estimates when requested. All outside costs such as photography, illustrations, printing, video production, etc., will be separately estimated and approved by the Client. No advertising or outside services will be contracted for the Client unless the services have been previously authorized by the Client. The Client may request changes or cancellations, or stop any work in progress, provided such requests are within the Agency’s contractual obligations. Where changes or cancellations are requested on previously approved work, the Client will reimburse the Agency for any charges or expenses not covered. Compensation and Payment Terms The Agency will pay a monthly fee as determined in Exhibit A, which will be reviewed after each contract year. Invoices are submitted at the beginning of each month and are due in net 30 days. In addition to the monthly fee, the Agency will separately bill the Client each month for that month’s media placements. The media invoices will include a 15% commission. These invoices are due net 30 days so that media obligations are met as incurred. Interest at prevailing rates will be charged on accounts past due 30 days. Ownership, Custody, and Control of Property DocuSign Envelope ID: B7FCEEC9-2F9E-4604-8311-DDA2E16EBE7DDocuSign Envelope ID: 01CCE0CE-2FF7-4344-BA65-967F9F507611DocuSign Envelope ID: BCFF64AD-9E20-43F7-ACD7-EE9BDD5912CE a: 806 McCulloch Street, Suite 102, Raleigh, NC 27603 p: 919.544.2193 w: cleaninc.com The Client will own all rights to all versions of advertising projects that have been invoiced and paid for. This includes camera-ready output, negative film, reels, and press plates, where applicable. Electronic files of Client projects are also owned by the Client but will remain in the Agency’s custody for the contract period. Confidentiality The Agency shall maintain the confidentiality of all information designated by the Client as being secret or confidential. Liability Indemnification: •We agree to exercise our best judgement in the preparation and placement of all advertising and publicity for the Client, with a view to avoiding claims, suits, or proceedings being made or instituted against the Client or the Agency. It is mutually agreed, however, that to the extent allowed by applicable law, the Client will indemnify the Agency against any loss the Agency may incur as the result of any claims, suits, or proceedings made or brought against the Agency based upon any advertising or publicly that the Agency prepared for the Client and that the Client approved before its publication or broadcast. •The Client will also indemnify the Agency to the extent allowed by applicable law against any loss the Agency may sustain as a result of any claim, suit, or proceeding made or brought against the Agency based upon any advertising element (i.e., photographs, artwork, etc.) that is furnished by the Client and that allegedly violates the personal or property rights of any person or corporate entity if the Client approved in writing the use of said advertising element before its publication or broadcast. •The Agency shall not be held liable for failure of media or suppliers to meet their obligations. •The Agency shall not be liable for delay, or omission, or error, in any advertisement in the absence of willful fault or neglect. •Nothing in this agreement shall be deemed to require the Agency to undertake any campaign or prepare any advertising or publicity that in the Agency’s judgement is misleading, libelous, unlawful, indecent, or otherwise prejudicial to the Agency or the Client’s interest. Term and Termination This Agency of Record contract shall begin July 1, 2022 and continue for the next fiscal year until terminated by either party giving ninety (90) days’ advance notice in w riting. The contract may also be terminated sooner, providing that all invoices for completed work and/or work in progress at the time of termination are paid in full. In the event of termination, the Client will be responsible for expenses and charges approved prior to termination, including media ordered and production ordered. Assignment This Agreement is not assignable by the Agency without the express written permission of the Client. Governing Law DocuSign Envelope ID: B7FCEEC9-2F9E-4604-8311-DDA2E16EBE7DDocuSign Envelope ID: 01CCE0CE-2FF7-4344-BA65-967F9F507611DocuSign Envelope ID: BCFF64AD-9E20-43F7-ACD7-EE9BDD5912CE a: 806 McCulloch Street, Suite 102, Raleigh, NC 27603 p: 919.544.2193 w: cleaninc.com The Agreement shall be governed by and construed in accordance with the laws of the State of North Carolina, and the exclusive venue for any claim or dispute shall be the Courts located in Chapel Hill, Orange County, North Carolina. E-Verify The Agency will ensure its compliance with Title IV, Subtitle A, of the Illegal Immigration Reform and Immigrant Responsibility Act of 1996, Pub. L. 104-208, 110 Stat. 3009. The Agency will provide all documentation that may be requested by the Client, including but not limited to completion of Form I-9 for Employment Eligibility Verification, affidavits of compliance with this act, and such other documentation as the Client may request from time to time. The Agency shall not knowingly hire for employment, employ, or continue to employ an unauthorized alien. OTHER This estimate is based on the information and activities detailed above. Deviations from the parameters specified in the description will be reflected in a proposal amendment and/or the final invoice, either of which may exceed the total amount of this proposal. Please sign two (2) copies of this Agency of Record Contract. Return one copy to the Agency as soon as possible and retain the other for your files. By: ____________________________ Laurie Paolicelli, Executive Director, Chapel Hill/Orange County Visitors Bureau By: ____________________________ Lee Davis, CEO, Clean Inc. [Exhibit A: Compensation] For FY22-23, the Client has a total budget of $300,000, including Agency and media fee. Paid Media / Fee •$168,000 paid media spend o Includes standard 15% commission to Clean for Agency time associated with planning and completing the buy •$132,000 = total Agency fee o The Agency fee was calculated based on a blended rate of $165/hour. Annual hours are 800, therefore 66 hours/month. Clean will track hours and provide monthly reports. Unused hours roll over to the next month. The hours will be reconciled at the end of each quarter, and a more formal update will be provided to the Client. Each year, the hours will be reviewed to ensure that the Client and the Agency are making the best use of the resources available. The Agency fee will be budgeted for a cost-of-living increase each year. •As noted in section 1 scope of services, should any new production costs be requested or needed (example: new photography, video, experiential/non-traditional media), those costs will be scoped separately as additional costs, then presented and approved by the Client in advance. DocuSign Envelope ID: B7FCEEC9-2F9E-4604-8311-DDA2E16EBE7DDocuSign Envelope ID: 01CCE0CE-2FF7-4344-BA65-967F9F507611DocuSign Envelope ID: BCFF64AD-9E20-43F7-ACD7-EE9BDD5912CE a: 806 McCulloch Street, Suite 102, Raleigh, NC 27603 p: 919.544.2193 w: cleaninc.com [Exhibit B: Project Schedule] -July 2022 to June 2023 – Brand Strategy development and implementation, media planning and buying, creative development and execution -July of 2022 – Campaign concepting including reviews, approvals & launch -August 17, 2022 - Present completed work to the Board of Directors -May of 2023 – Agency/partner visitor profile research and new campaign strategy Approved by Date DocuSign Envelope ID: B7FCEEC9-2F9E-4604-8311-DDA2E16EBE7DDocuSign Envelope ID: 01CCE0CE-2FF7-4344-BA65-967F9F507611DocuSign Envelope ID: BCFF64AD-9E20-43F7-ACD7-EE9BDD5912CE 06/27/2022 Sentinel Risk Advisors LLC 4700 Six Forks Road Suite 200 Raleigh NC 27609 Barbie Brown (919) 926-4623 (919) 926-4664 bbrown@sentinelra.com Clean Design, Inc. 806 McCulloch Street, Suite 102, Raleigh NC 27603 Hartford Underwriters Ins. Co.30104 Accident Fund Insurance Co 10166 CL2232213559 A 22 SBA AK4H6B 03/26/2022 03/26/2023 1,000,000 1,000,000 10,000 1,000,000 2,000,000 2,000,000 Employee Benefits 1,000,000 A 22 SBA AK4H6B 03/26/2022 03/26/2023 A 10,000 22 SBA AK4H6B 03/26/2022 03/26/2023 2,000,000 2,000,000 B N WCV6120677 06 01/01/2022 01/01/2023 1,000,000 1,000,000 1,000,000 Orange County Government P.O. Box 8181 Hillsborough NC 27278 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES 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). 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. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD 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. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY DocuSign Envelope ID: B7FCEEC9-2F9E-4604-8311-DDA2E16EBE7DDocuSign Envelope ID: 01CCE0CE-2FF7-4344-BA65-967F9F507611DocuSign Envelope ID: BCFF64AD-9E20-43F7-ACD7-EE9BDD5912CE