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2024-015-E-Visitors Bureau-Friday Center at UNC-Trade Show
Revised 04/23 1 [Departmental Use Only] TITLE Friday Center FY 2023-2024 NORTH CAROLINA SERVICES AGREEMENT NO RFP/RFQ ORANGE COUNTY This Services Agreement (hereinafter “Agreement”), made and entered into this fourth day of December, 2023, (“Effective Date”) by and between Orange County, North Carolina a political subdivision of the State of North Carolina (hereinafter, the "County") and The Friday Conference Center, (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): Conference space, technology, and food and beverage services for the Mingle & Jingle Trade Show. 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: 649394F5-F3DD-403F-A420-D94AA995C440 Revised 04/23 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) Should any documents, exhibits, or addenda be attached to this Agreement, the terms of this Agreement shall have priority in any conflict with or among the terms of such referenced documents, exhibits. 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. 3. Basic Services DocuSign Envelope ID: 649394F5-F3DD-403F-A420-D94AA995C440 Revised 04/23 3 a.Basic Services. The Services to be rendered pursuant to this Agreement are as follows (fully describe services to be provided): See Exhibit 1 4.Duration of Services a. Term. The term of this Agreement shall be from 12/07/2023 to 12/07/2023. 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 12/07/2023. 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 seven thousand six hundred and twenty seven and 52/100 Dollars ($7,627.52). 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. 7.Insurance DocuSign Envelope ID: 649394F5-F3DD-403F-A420-D94AA995C440 Revised 04/23 4 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 obligations. DocuSign Envelope ID: 649394F5-F3DD-403F-A420-D94AA995C440 Revised 04/23 5 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 http://www.orangecountync.gov/departments/purchasing_division/contracts.php.) Any violation of the Orange County Non-Discrimination Policy is a breach of this Agreement DocuSign Envelope ID: 649394F5-F3DD-403F-A420-D94AA995C440 Revised 04/23 6 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 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 DocuSign Envelope ID: 649394F5-F3DD-403F-A420-D94AA995C440 Revised 04/23 7 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 Friday Conference Center P.O. Box 8181 100 Friday Center Drive Hillsborough, NC 27278 Chapel Hill, NC 27599 [SIGNATURE PAGE TO FOLLOW] DocuSign Envelope ID: 649394F5-F3DD-403F-A420-D94AA995C440 Revised 04/23 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: __________________________________ Jené Ward, Conference Services Director Printed Name and Title DocuSign Envelope ID: 649394F5-F3DD-403F-A420-D94AA995C440 1/3/20241/9/2024 Revised 04/23 9 ORANGE COUNTY—INTERNAL USE ONLY ______________________________________________________________________________ Finance Information Vendor Name: Friday Center @ UNC Vendor Contact Person: Jené Ward Phone: 919-843-0479 Address: 100 Friday Center Drive City Chapel Hill State: NC Zip: 27599 Department: Econ Dev./Visitors Bureau Amount: $7627.52 Purpose: Trade Show Budget Code(s): 37600520-685003 Vendor # 40370 Vendor Status with NCSOS: NA Vendor is a BOCC consultant: Yes No Contract Details Contract Type: New Amendment (Original Contract: ) (Most Recent Amendment ) Effective Date 12/07/2024 End Date 12/07/2024 Notice Date (Notice Purpose ) Award Approved by Board (Agenda Date: ); 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. Description of the nature of the emergency condition that was addressed: The Visitors Bureau committed to UNC Friday Center to hold the first annual Mix and Jingle event, bringing together new decision makers at the University with local suppliers such as photographers, ground transportation companies. The original estimate for attendees was based on 120, which brought the event expenses to under $5,000. The rsvp's came back at 280. We guaranteed 237 attendees for the food and beverage count. Once we sent the final numbers the Friday Center could finalize their contract and costs. 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 DocuSign Envelope ID: 649394F5-F3DD-403F-A420-D94AA995C440 1/3/2024 1/8/2024 1/9/2024 1/9/2024 Revised 04/23 10 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: 649394F5-F3DD-403F-A420-D94AA995C440 The Friday Conference Center 100 Friday Center Drive Chapel Hill NC 27599 919 962-3000 Event Proposal Group Reservation:5807 Marlene Barbera Chapel Hill/Orange County Visitors Bureau 501 West Franklin St Chapel Hill, NC 27516 Event Name:Mingle & Jingle Showcase Status:Confirmed Work Phone:919-245-4323 Fax:919-968-2062 Email Address:mbarbera@visitchapelhill.org Event Type:Trade Show Lead Coordinator:Jené Ward Bookings / Details Quantity Price Amount Department Numbers Allocation Direct Bill 100% Thursday, December 7, 2023 1:00 PM - 4:00 PM Mingle & Jingle Showcase (Confirmed - Common Space) Atrium (Entire) Reserved: 8:00 AM - 5:00 PM Other for 5 Technology Equipment: Mobile Display 1 Computer 1 Catering Showcase Slide Deck In-Room Services: Tables (3x6)2 Purpose of Table: Registration Table Facing South Entrance Tables (2x5)2 Purpose of Table: Material Table Facing South Entrance Tables (3x6)4 Purpose of Table: Exhibit Table 1 in front of Redbud A, 1 by Jessamine, and 2 in front of Grumman Easel 5 Place by registration area Tables (Cocktail Rounds)5 Purpose of Table: Other Black linen 1:00 PM - 4:00 PM Mingle & Jingle Showcase (Confirmed) Trillium AB Page 1 of 712/4/2023 8:48 AM JW Exhibit 1 DocuSign Envelope ID: 649394F5-F3DD-403F-A420-D94AA995C440 The Friday Conference Center 5807 Confirmed Bookings / Details Quantity Price Amount Reserved: 8:00 AM - 5:00 PM Other for 237 Room Charge: 1 $1,250.00 $1,250.00 Food and Beverage Services: 1:00 PM - 4:30 PM Reception for 237 Reception Tier #2 237 $22.00 $5,214.00 CUSTOM RECEPTION: Seasonal Fruit Display with Yogurt Grilled Vegetable Tray with Balsamic Glaze BBQ Meatballs Ricotta & Fig Flatbread Chili Lime Chicken Kabob Assorted Cookies Water and Iced Tea Technology Equipment: Computer 1 Lectern with Microphone - Acrylic 1 Microphone - Wireless Handheld 1 LCD Projector/Display 1 In-Room Services: Risers - Large 2 8'X6'X16" sections Food and Beverage Services $5,214.00 In-Room Services $0.00 Room Charge $1,250.00 Technology Equipment $0.00 Subtotal $6,464.00 Service Fee (18%)$1,163.52 Grand Total $7,627.52 The Friday Conference Center Terms and Conditions Page 2 of 712/4/2023 8:48 AM JW DocuSign Envelope ID: 649394F5-F3DD-403F-A420-D94AA995C440 The Friday Conference Center 5807 Confirmed Bookings / Details Quantity Price Amount Revised 06/2023 The Friday Conference Center is available for use by all administrative and academic units of the University, and by non-University organizations in cooperation with a unit of the University. The facility is intended for use by organizations rather than unaffiliated individuals. All programs conducted at the Friday Conference Center must meet the following criteria: ·The program must have a clearly identifiable continuing education component. ·The program must be related to the teaching, research, and/or public service mission of the University. ·The program must be intended primarily for an adult clientele. ·The program must be sponsored, co-sponsored, or hosted by an administrative or academic unit of the University. Programs must fall within one of the following categories: 1. Sponsored program. The primary responsibility for planning, conducting, and administering the program is held by a University administrative or academic unit. 2. Co-sponsored program. A University administrative or academic unit is jointly responsible, along with a non-University unit, for planning, conducting, and administering the program. 3. Hosted program. A University administrative or academic unit is responsible for assuring that all University guidelines for such activities are met, but a non-University unit is responsible for planning, conducting, and administering the program. The Friday Conference Center is not intended for use by regularly scheduled classes. On a space-available basis, University departments may conduct approved special functions at the Friday Conference Center. Examples of approved events include retirement receptions, award ceremonies, and departmental holiday celebrations. Social events held in conjunction with University-related educational programs held at another location may also be scheduled at the Friday Conference Center. As a University administrative unit, the Friday Conference Center may serve as a program sponsor or host in accordance with the policies for use of the Center. All users of the Friday Conference Center must agree to abide by University policies relating to matters of safety, liability, non-discrimination, non-disturbance, civil obedience, use of University grounds, and other relevant University policies. Policies Rooms and Rentals Meeting and banquet space will be assigned based on set-up requirements and number of guests. The Friday Conference Center reserves the right to reassign function rooms as needed to ensure maximum efficiency and guest service. Meeting rooms must be vacated promptly on schedule or an additional rental charge may be assessed. If the meeting is extended up to thirty (30) minutes beyond the scheduled ending time, a late charge may be assessed; should the additional time extend beyond thirty (30) minutes, a late charge equal to the a la carte rental charge may be added. A minimum occupancy rate has been established for each meeting room. If numbers fall below that minimum, the program will be assessed a meeting room rental surcharge. Day of changes are subject to additional fees. Programs involving entertainment must be discussed with Conference Center staff when reservations are made. Page 3 of 712/4/2023 8:48 AM JW DocuSign Envelope ID: 649394F5-F3DD-403F-A420-D94AA995C440 The Friday Conference Center 5807 Confirmed Bookings / Details Quantity Price Amount Food and Beverage Services The Friday Conference Center reserves the right to use our contracted catering service to provide all food and beverage for your event. Outside food/beverages will not be permitted. A catering representative will assist with all your food/beverage needs. Alcoholic Beverages Alcoholic beverages (mixed drinks, beer, wine, and cordials) may be served under terms and conditions consistent with policies of the University and the Friday Conference Center. Cash bars are not allowed. Guarantee Policy The Friday Conference Center must have a specific attendance number for programs that are charged a per- person rate and/or have food and beverage services. An estimated guest count is due at the time the reservation is made. At 45 days prior to the program date; numbers may be increased, but cannot be decreased by more than 25%. Final attendance numbers are due 5 days prior to the program start date and cannot be changed. Billing (UNC Departments) Clients will be invoiced within two weeks following the end date of their event. Clients agree to pay all applicable charges for use of Center facilities and services. If a group fails to pay an invoice within 30 days, the group will be subject to loss of future reservation privileges and the cancellation of any upcoming events. Billing (UNC Student Orgs & Non-UNC Groups) Clients agree to pay all applicable charges for use of the Friday Conference Center facilities and services. A non-refundable deposit is required to hold space with the Friday Conference Center and due upon signing. · 25% of total estimated costs (non-refundable) due upon signing of proposal. · 25% of total estimated costs due 45 days prior to program start date. · A final invoice, with any additional costs incurred, will be issued within 2 weeks of the program end date. Failure to meet scheduled payment deadlines may result in cancellation of program and client will be subject to loss of future reservation privileges and the cancellation of any upcoming events. Cancellation Policy If cancellation or postponement of a program is made in advance of forty-five (45) days prior to the scheduled meeting date, any non-refundable deposit may be applied to a rescheduled program occurring within the same fiscal year. (The fiscal year runs July 1st - June 30th). If cancellation or postponement of a program is made less than forty-five (45) days prior to the scheduled meeting date, the Friday Conference Center shall retain the nonrefundable deposit and reserves the right to charge one-half of the minimum anticipated fees for all facilities and services requested. For cancellations or postponements of contracted catered functions, the actual cost of any non-recoverable catering expenses will be added. Cancellation fees will be calculated at 50% of the number booked as of forty-five (45) days prior to the program. If cancellation or postponement of a program is made fourteen (14) days or less prior to scheduled meeting date, the Friday Conference Center shall retain the nonrefundable deposit and reserves the right to charge the full amount of anticipated fees for all Page 4 of 712/4/2023 8:48 AM JW DocuSign Envelope ID: 649394F5-F3DD-403F-A420-D94AA995C440 The Friday Conference Center 5807 Confirmed Bookings / Details Quantity Price Amount facilities and services requested. Numbers cannot be reduced at the time of cancellation. Insurance/Liability (Non-UNC Groups) Clients shall provide liability insurance of $1,000,000.00 or greater for events hosted at the Friday Conference Center. The University is to be named as an additional insurer on the policy. Clients shall provide the Friday Conference Center with a certificate of insurance no less than forty-five (45) days prior to the commencement of the event. This form must have a 30-day cancellation notice and the Friday Conference Center must be given notice of cancellation/modification of said insurance. Vendor / Exhibit Space Exhibitors are required to support the educational mission of programs hosted at the Friday Conference Center. Materials (such as recordings, proceedings or books) that are related to the program being conducted may be sold or distributed. The sale of materials and items not related to a program is not permitted. The Friday Conference Center requires a list of vendors and their purpose and are subject to approval by Conference Center management. Technology Policy To ensure system compatibility and appropriate technical support, only Friday Conference Center equipment may be used. Exceptions are laptop computers, peripherals and special situations in which specific equipment may not be available at the Friday Conference Center. Virtual Meetings Zoom is a third party service. The Friday Conference Center's role is limited to facilitating the client's use of Zoom consistent with its needs and in accordance with University policies, including those applicable to recorded content. The client is responsible for using Zoom and any recordings resulting from its use in accordance with Zoom's terms of service, privacy policy and acceptable use policy. Abandoned Policy Any property left at the Friday Conference Center shall, after a period of ten (10) days from the last day of the scheduled use, be deemed abandoned and shall become property of the Conference Center to be disposed of or utilized at the Conference Center's sole discretion. The Friday Conference Center is not responsible for any items left at the facility after an event. Adverse Weather Policy In the event of adverse weather conditions, the Friday Conference Center will make decisions about conference operations in a manner that best addresses the safety, convenience, and preferences of clients and conference attendees. If the University of North Carolina at Chapel Hill is closed due to adverse weather, the Friday Conference Center will be closed as well and will notify clients accordingly. If the University remains open but conditions warrant, the Friday Conference Center may delay opening, close early, or close operations entirely. In the event the Friday Conference Center closes due to adverse wether which results in the postponement of a program, the Friday Conference Center will work to reschedule the program with the client without penalty, excluding any contracted financial obligations with third party vendors for which the client remains responsible, The Friday Center will not be liable for any costs incurred due to rescheduling. Page 5 of 712/4/2023 8:48 AM JW DocuSign Envelope ID: 649394F5-F3DD-403F-A420-D94AA995C440 The Friday Conference Center 5807 Confirmed Bookings / Details Quantity Price Amount Parking The Friday Conference Center parking area is provided at no cost exclusively for the use of our conference attendees and guests. Everyone is required to display a permit to park in visitor-designated spaces. Permits may be obtained electronically prior to your program. Your event specialist will assist you in determining the most efficient way to distribute permits to your attendees. Indemnification Clause The Organization will be liable for all damages to the Friday Center incident to the Organization’s use of the facility and use by Organization’s members and guests. The Organization agrees to indemnify and hold harmless the University of North Carolina at Chapel Hill, its Friday Center, and its employees, officers and trustees from and against all costs, fees, expenses, damages, and liabilities of any kind incurred by the University arising from or associated with the acts or omissions of the Organization or its members and guests; provided, however, that the Organization’s indemnification obligations with respect to tort claims shall be subject to the North Carolina Tort Claims Act (G.S. § 143-291 et. seq.) Rates Rates are subject to change each fiscal year and assessed a service fee. For programs occuring in the next fiscal year, please budget 5%-10% on top of current total. (The fiscal year runs July 1st - June 30th.) A notification will be sent prior to rate changes. For evening and weekend programs there is a daily program minimum of $3,000. Force Majeure Policy Neither Party shall be responsible for any failure to perform or delay in performing any of its obligations under this Agreement when and to the extent such failure is caused by or results from one or more of the following force majeure events (each a "Force Majeure Event"): acts of God, labor difficulties, civil tumult, strike, power shortage, acts or regulations of public or University authorities, judicial order or decree, or terrorism. For the avoidance of doubt, a Force Majeure Event shall not include (a) financial distress or the inability of either party to make a profit or avoid a financial loss, (b) changes in market prices or conditions, (c) a party's financial inability to perform its obligations hereunder, (d) weather-related conditions (which shall be governed by the Friday Conference Center's Adverse Weather Policy), or (e) conditions related to the novel coronavirus COVID- 19 pandemic, which is ongoing as of the date of the execution of this agreement (excluding acts or regulations of public or University authorities, or judicial orders or decrees, issued or enacted after the execution of this Agreement that are directly related to the COVID -19 pandemic). A Party unable to perform due to the Force Majeure Event shall, within three (3) days of the occurrence of the Force Majeure Event, give written notice to the other Party stating the nature of the Force Majeure Event. The Parties shall discuss in good faith whether the Client's reservation may be postponed or rescheduled. If postponed or rescheduled, Client's pre-paid deposits may be applied to Client programs that occur within 12 calendar months of postponed/cancelled program less any out-of-pocket costs paid or incurred by the Friday Conference Center up to the date of termination. If the Parties are unable to agree to postpone or reschedule the event, either Party may terminate this Agreement immediately by written notice to the other party, in which case neither Party shall have any liability to the other except that Client shall remain responsible for any nonrefundable deposits and documented, out-of-pocket costs paid or incurred by the Friday Center up to the date of termination. Page 6 of 712/4/2023 8:48 AM JW DocuSign Envelope ID: 649394F5-F3DD-403F-A420-D94AA995C440 The Friday Conference Center 5807 Confirmed Bookings / Details Quantity Price Amount ACCEPTANCE OF CONTRACT To signify the Organization’s intent to be legally bound by this agreement, please sign and return the contract via email to your conference and event specialist. This Agreement shall not be binding on either party until the Organization has emailed to the Friday Conference Center an executed version of this Agreement. To the extent the Organization accepts this agreement via email, such email reflecting acceptance of terms shall be deemed to be a part of this Agreement. Signature of authorized representative: Date: Name: Email Address: Cell phone number: Mailing Address: Retain one copy of the Contractual Agreement for your records. Sign and return the second via email. Phone: 919-962-3000 Toll Free:1-866-441-3683 Page 7 of 712/4/2023 8:48 AM JW DocuSign Envelope ID: 649394F5-F3DD-403F-A420-D94AA995C440 CERTIFICATE OF COVERAGE Certificate Holder: To Whom This May Concern Insurer: State of North Carolina Authorization: Public Officers & Employee Liability Insurance Commission of North Carolina and the General Statutes of North Carolina, Chapter 143, Articles 31 to 31D, Sections §143-291 to §143-300. Period: February 01, 2023 until February 01, 2024 Coverage: A) Tort Claims against Departments, Agencies, and Employees B) Excess Liability for State Employees Ambridge Partners, LLC - Policy # PK1035823 Kinsale Insurance Company - Policy # 01000154762-2 C) Workers’ Compensation Limits A) $1,000,000 for Tort claims against the State B) $2,000,000 per employee/$10,000,000 aggregate for claims against state employees C) Statutory Limits for Workers’ Compensation Description: University of North Carolina at Chapel Hill and its employees, officers, agents, as covered by the Defense of State Employees as per NCGS § 143 300.2. Administrator: Department Insurance - Risk Management Division Public Officers & Employees Liability Insurance Commission 1202 Mail Service Center, Raleigh, NC 27699-1202 Note: This Certificate is for informational purposes only and does not alter any provision of the Tort Claims or Defense of State Employees General Statutes of the State. Verified By: Latarsha Y. Silver, CRM Risk Manager UNC-CH DocuSign Envelope ID: 649394F5-F3DD-403F-A420-D94AA995C440 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 SUBRWVDADDLINSD 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 belowIf yes, describe under ANYPROPRIETOR/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 HIREDAUTOS ONLY 06/28/2023 NCAIA 101 Weston Oaks Court Cary NC 27513 Barbra Abrahams (919) 863-6529 babrahams@iianc.com State of North Carolina Attn: Latarsha Silver 1202 Mail Service Center NC 27699-1202 Travelers Property & Casualty A A TC2JCAP104T6800TIL23 07/01/2023 07/01/2024 1,000,000 BI/PD PER ACCIDENT 10,000,000 HIRED PHYSICAL DAMAGE TC2JCAP449J9525TIL23 07/01/2023 07/01/2024 SEE BELOW Hired Physical Damage coverage to apply with $0 comp/coll, if the following conditions are met: the rental must be 30 days or less and the value of the vehicle must be $50,000 or less when GVW is less than 10,000 lbs. or the value of the vehicle must be $70,000 or less when the GVW is greater than 10,000 lbs. If these requirements are not met, then coverage needs to be scheduled in the automation web. Holder is included as AI/LP per policy terms and conditions, ATIMA. State of North Carolina Attn: Latarsha Silver 1202 Mail Service Center Raleigh NC 27699-1202 DocuSign Envelope ID: 649394F5-F3DD-403F-A420-D94AA995C440