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HomeMy WebLinkAboutAgenda - 09-05-2013 - 5lORANGE COUNTY BOARD OF COMMISSIONERS ACTION AGENDA ITEM ABSTRACT Meeting Date: September 5, 2013 Action Agenda Item No. 5 -1 SUBJECT: Performance Agreement with Town of Chapel Hill and Visitors Bureau DEPARTMENT: Chapel Hill /Orange County PUBLIC HEARING: (Y /N) No Visitors Bureau ATTACHMENT(S): 2013 -2014 Performance Agreement Between the Chapel Hill /Orange County Visitors Bureau for Annual Funding INFORMATION CONTACT: Laurie Paolicelli, 919- 968 -2060 1 PURPOSE: To approve the 2013 -2014 performance agreement between the Town of Chapel Hill and the Visitors Bureau. BACKGROUND: The Visitors Bureau, since FY1994 -95, has received an annual grant allocation from the Town of Chapel Hill, ranging from $58,625 to the most recent support of $175,000 in 2012 -2013. For Fiscal Year 2013 -2014, the Town of Chapel Hill has again allocated $175,000 to the Visitors Bureau as indicated in the attached performance agreement. FINANCIAL IMPACT: The Chapel Hill /Orange County Visitors Bureau will receive $175,000 from the Town of Chapel Hill as part of the performance agreement. RECOMMENDATION(S): The Manager recommends that the Board approve the performance agreement between the Town of Chapel Hill and the Visitors Bureau, and authorize the Manager to sign the agreement on behalf of the County. NORTH CAROLINA PERFORMANCE AGREEMENT ORANGE COUNTY THIS AGREEMENT made and entered into by and between the TOWN OF CHAPEL HILL, a North Carolina Municipal Corporation, 405 Martin Luther King Jr. Boulevard, Chapel Hill, North Carolina 27514, hereinafter referred to as "Town" and Chapel Hill /Orange County Visitors Bureau, 501 West Franklin Street, Suite 104, Chapel Hill, NC 27516, herein "Contractor" for services hereinafter described for the Town of Chapel Hill. This contract is for a comprehensive visitor services program targeted toward providing services to potential visitors to Chapel Hill and Orange County for FY 2013 -14. WITNESSETH That for and in consideration of the mutual promises and conditions set forth below, the Town and Contractor agree: WHEREAS, Contractor agrees to provide a comprehensive visitor services program targeted toward providing services to potential visitors to Chapel Hill and Orange County; and WHEREAS, the Contractor shall use Town funds for general operational support and to provide visitor services; and WHEREAS, it is in the interest of the Town that said program be assisted by the Town and thereby be available to the residents and visitors of the Town; NOW, THEREFORE, in consideration of the above and the mutual covenants and conditions hereinafter set forth, the Town and Contractor agree as follows: That for and in consideration of the mutual promises and conditions set forth below, the Town and Contractor agree: Duties of the Contractor: Contractor agrees to provide the services described in the Work Statement of this Agreement. 2. Town Support: The Town appropriated the sum of One Hundred Seventy Five Thousand Dollars ($175,000) to the Contractor for the fiscal year 2013 -2014. The Town will also pay the Contractor 50% of any additional revenues collected in the event that hotel /motel occupancy receipts exceed the budgeted amount of $950,000. The Town does not obligate itself to provide any other support to Contractor this fiscal year or in succeeding years. Payment and Documentation: Contract amount not to exceed $175,000, unless Town occupancy receipts exceed $950,000 (See paragraph 1). Payments of $43,750 each will be made on or after the following dates: July 1, 2013; October 1, 2013; January 1, 2014; Small Service Contract Format Revised 4/2013 Page 1 of 5 K and April 1, 2014. The Town's obligation to make each payment is contingent upon receiving satisfactory documentation and accounting of expenditures as detailed in the attached Work Statement. 4. Financial Records: Contractor agrees to allow the Town to inspect its financial books and records upon reasonable notice during normal working hours. Work Statement: Contractor agrees to provide those services described in the Work Statement attached hereto and incorporated herein by reference, to residents and visitors of Chapel Hill and to maintain a high level of professionalism in the provision of these services. 6. Termination for Cause: In the event that Contractor shall cease to exist as an organization or shall enter bankruptcy proceedings, or be declared insolvent, or liquidate all or substantially all of its assets, or shall significantly reduce its services or accessibility to Chapel Hill residents during the term of this Agreement; or in the event that Contractor shall fail to render a satisfactory accounting as provided herein, then and in that event the Town may terminate this Agreement and Contractor will return all payments already made to it by the Town for services which have not been provided or for which no satisfactory accounting has been rendered. 7. Indemnification and Hold Harmless: The Contractor agrees to indemnify and hold harmless the Town of Chapel Hill and its officers, agents and employees from all loss, liability, claims or expense (including reasonable attorneys' fees) arising from bodily injury, including death or property damage to any person or persons caused in whole or in part by the negligence or willful misconduct of the Contractor except to the extent same are caused by the negligence or misconduct of the Town. 8. Insurance Provisions: The Town requires evidence of Contractor's current valid insurance (if applicable) during the duration of the named project and further requires that the Town be named as an additional insured. The required coverage limits are $1,000,000 per occurrence for Comprehensive General Liability and Business Automobile. Workers' Compensation coverage requirements are $100,000 for both employer's liability and bodily injury by disease for each employee and $500,000 for the disease policy limit. 9. Non - Discrimination: The Contractor shall administer all functions without discrimination because of race, creed, sex, national origin, age, economic status, sexual orientation, gender identity or gender expression. 10. Federal and State Legal Compliance: The Contractor must be in full compliance with all federal and state laws, including those on immigration. 11. Amendment: This Agreement may be amended in writing by mutual agreement of the Town and Contractor. Small Service Contract Format Revised 4/2013 Page 2 of 5 M 12. Interpretation: This Agreement shall be construed and enforced under the laws of North Carolina. In the event of any dispute between the parties, venue is properly laid in Orange County, North Carolina for any state court action and in the Middle District of North Carolina for any federal court action. 13. Preference: In the event that the terms of the Work Statement of this Agreement are not consistent with terms of this Contract, this Contract shall have preference; provided that where either the Work Statement of this Agreement or this Contract establish higher standards for performance by either parties, the higher standard, wherever located, shall apply. 14. Severability: The parties intend and agree that if any provision of this contract or any portion thereof shall be held to be void or otherwise unenforceable, all other portions of this Contract shall remain in full force and effect. 15. Assignment: This Agreement shall not be assigned without the prior written consent of the parties. 16. Entire Agreement: This Agreement shall constitute the entire agreement of the parties and no other warranties, inducements, considerations, promises, or interpretations shall be implied or impressed upon this Agreement that are not expressly addressed herein. All prior agreements, understandings and discussions are hereby superseded by this Agreement. 17. Term: This Agreement, unless amended as provided herein, shall be in effect until June 30, 2014. Small Service Contract Format Revised 4/2013 Page 3 of 5 This Contract is between the Town of Chapel Hill and Orange County by and for its Chapel Hill /Orange County Visitor's Bureau. IN WITNESS WHEREOF, the parties hereunto cause this agreement to be executed in their respective names. ORANGE COUNTY by and for its CHAPEL HILL /ORANGE COUNTY VISITOR'S BUREAU County Manager Attest: Clerk TOWN OF CHAPEL HILL DEPARTMENT HEAD OR DEPUTY /TOWN MANAGER ATTEST BY TOWN CLERK: TOWN CLERK TOWN SEAL Town Clerk attests date this the day of , 20 Approved as to Form and Authorization TOWN ATTORNEY This instrument has been pre- audited in the manner required by the Local Government Budget and Fiscal Control Act. FINANCE OFFICER Small Service Contract Format Revised 4/2013 Page 4 of 5 WORK STATEMENT For the Contractor, hereinafter referred to as "Contractor ": L Contractor provides a comprehensive visitor services program targeted toward providing services to potential visitors to Chapel Hill and Orange County. It The Contractor will participate in discussions with the Town's Economic Development Committee to define the appropriate roles and responsibilities of the Contractor in the Town's economic development strategy in consideration of this payment. III. Town funds may be utilized for office supplies, postage, telephone, training materials, advertising, printing and duplicating, staff time, and marketing. IV. Contractor will provide the Town with a final financial report which should be directed to Bill Webster, Assistant Director of Parks and Recreation. The report will include a budget breakdown showing expenditures of Town appropriations. The Report is due on August 1, 2014. V. Contractor will provide an annual report of activities supported by the funding provided under this performance agreement including specific program outcomes. This report should be submitted with the financial report. Small Service Contract Format Revised 4/2013 Page 5 of 5