HomeMy WebLinkAbout2016-327 Visitors Bureau - Town of Chapel Hill comprehensive visitor services _Please return this copy to the Clerk to the Board's --3a 7
office for permanent agenda file.
STATE OF NORTH CAROLINA PERFORMANCE AGREEMENT
COUNTY OF ORANGE
This Agreement is made and entered into by and between the "Town of Chapel Hill", herein
"Town",and the 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.
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:
1. Duties of the Contractor: The Contractor agrees to perform those duties described in the
Work Statement of this Agreement attached hereto and incorporated herein by reference.
2. Duties of the Town: The Town appropriated the sum of Two Hundred Thousand Dollars
($200,000) to the Contractor for the fiscal year 2016-2017. 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$1,000,000 during the Town's fiscal
year 2016-2017. The Town does not obligate itself to provide any other support to
Contractor this fiscal year or in succeeding years.
3. Fee Schedule and Maximum Sum: Contract amount not to exceed $200,000, unless Town
occupancy receipts exceed $1,000,000 (See paragraph 1). Payments of$50,000 each will
be made on or after the following dates: July 1, 2016; October 1, 2016; January 1, 2017;
and April 1, 2017. 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. 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.
Small Service Agreement Revised 5/2016 Page 1 of 5
5. Billing and Payment: The Contractor shall submit a bill to the Town for work performed
under the terms of this Agreement. The Contractor shall bill and the Town shall pay the
rates set forth therein.Payment will be made by the Town within thirty(30) days of receipt
of an accurate invoice, approved by the contact person or his/her designee.
5. 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.
6. Financial Records: Contractor agrees to allow the Town to inspect its financial books and
records upon reasonable notice during normal working hours.
7. 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.
8. Insurance Provisions: The Town requires evidence of Contractor's current valid insurance
(if applicable) in the amounts stated below during the duration of the named project and
further requires that the Town be named as an additional insured for Comprehensive
General Liability and Business Automobile policies. The required coverage limits are: 1)
Comprehensive General Liability and Business Automobile - $1,000,000 per occurrence
and 2) Workers' Compensation - $100,000 for both employer's liability and bodily injury
by disease for each employee and $500,000 for the disease policy limit.
7. Voluntary greement Not to Discriminate: The Contractor contractually agrees to
administer all functions pursuant to this Agreement without discrimination because of race,
creed, sex, national origin, age, economic status, sexual orientation, gender identity or
gender expression.
8. Federal and State Legal Compliance: The Contractor must be in full compliance with all
applicable federal and state laws, including those on immigration.
9. E-Verify: The Contractor shall comply with the requirements of Article 2 of Chapter 64 of
the North Carolina General Statutes.Further,should Contractor utilize a sub-Contractor(s),
Contractor shall require the sub-Contractor(s) to comply with the requirements of Article
2, Chapter 64 of the General Statutes. Pursuant to North Carolina General Statute § 143-
Small Service Agreement Revised 5/2016 Page 2 of 5
133.3 (c)(2), Agreements solely for the purchase of apparatus, supplies, materials, and
equipment are exempt from this E-Verify provision.
10. Amendment: This Agreement may be amended in writing by mutual agreement of the
Town and Contractor.
11. Termination: Either party may terminate this Agreement at any time by giving the other
party thirty(30)days written notice of termination prior to the end of the term as described
herein.
12. Interpretation/Venue: This Agreement shall be construed and enforced under the laws of
North Carolina. The courts and the authorities of the State of North Carolina shall have
exclusive jurisdiction over all controversies between the parties which may arise under or
in relation to this Agreement. 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. Contrary to any provision that may
be contained in any exhibit attached hereto the Town shall not consent to 1)resolving any
dispute by means of arbitration and/or 2)waiver of a trial by jury.
13. Preference: In the event that the terms of the Work Statement attached hereto are not
consistent with the terms of this Agreement, this Agreement shall have preference;
provided that where either any Work Statement attached hereto or this Agreement
establishes higher standards for performance by either party,the higher standard,wherever
located, shall apply.
14. Severability: The parties intend and agree that if any provision of this Agreement or any
portion thereof shall be held to be void or otherwise unenforceable, all other portions of
this Agreement 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,
2017.
[SIGNATURES ON FOLLOWING PAGE.]
Small Service Agreement Revised 5/2016 Page 3 of 5
This Performance Agreement is between the Town of Chapel Hill and Orange County by and for its
Chapel Hill/Orange County Visitor's Bureau for operation of a visitor's center in Chapel Hill.
IN WITNESS WHEREOF, the parties hereto cause this agreement to be executed in their
respective names.
ORANGE COUNTY by and for its CHAPEL HILL/ORANGE COUNTY
VISITOR'S BUREAU
IGNATURE PRINTED NAME& TITnLE (3c>.
S SS�F A l I i Son
ITN SS VRINTED NAME& TITLE eXecL+Kd- flSSi*im �-
TOW F CHAPEL HILL
DE AR DENT HEAD OR B EP rry i rnWN r r n i.r AGER
1f A S 4410
PRINTED NAME& DEPARTMENT
ATTEST BY TO RK:
TOWN CLERK TOWN SEAL 2
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Town Clerk attests date this the day of , 20 y
Approved as to Form and Authorization
:TO �FF
This instrument as en e-audited in the manner required by the Local Government Budget and
Fiscal Co rol
7�ZLI6
FIN CE OFFICCR DATE
Small Service Agreement Revised 5/2016 Page 4 of 5
WORK STATEMENT
For the Contractor:
I. Contractor provides a comprehensive visitor services program targeted toward providing
services to potential visitors to Chapel Hill and Orange County.
II. 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,Planning and Development Manager,Parks and Recreation Department. The
report will include a budget breakdown showing expenditures of Town appropriations. The
Report is due on August 1, 2017.
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 Agreement Revised 5/2016 Page 5 of 5