HomeMy WebLinkAbout2017-394 Visitors Bureau - Town of Chapel Hill visitor services support 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 2017-2018. 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 2017-2018. 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 2). Payments of$50,000 each will
be made on or after the following dates: July 1, 2017; October 1, 2017; January 1, 2018;
and April 1, 2018. 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
Small Service Contract Revised 5/2017 Page 1 of 6
Chapel Hill and to maintain a high level of professionalism in the provision of these
services.
5. Billing and Payment: The Contractor shall submit a bill to the Town for work performed
under the terms of this Contract. 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.
6. 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.
7. Financial Records: Contractor agrees to allow the Town to inspect its financial books and
records upon reasonable notice during normal working hours.
8. 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.
9. 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.
10.Non-Discrimination: The Contractor contractually agrees to administer all functions
pursuant to this Contract without discrimination because of race,creed,sex,national origin,
age, economic status, sexual orientation, gender identity or gender expression.
11. Federal and State Legal Compliance: The Contractor must be in full compliance with all
applicable federal and state laws, including those on immigration.
12. 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 subcontractor(s),
Contractor shall require the subcontractor(s)to comply with the requirements of Article 2,
Chapter 64 of the General Statutes.Pursuant to North Carolina General Statute § 143-133.3
Small Service Contract Revised 5/2017 Page 2 of 6
(c)(2), contracts solely for the purchase of apparatus, supplies, materials, and equipment
are exempt from this E-Verify provision.
13. Iran Divestment Act Certification: Pursuant to § 147-86.59 (a) of the Iran Divestment Act
("Act"), Contractor hereby certifies that, as of the date of this Contract, Contractor is not
identified in either the Final Divestment List ("List") or Iran Parent and Subsidiary
Guidance ("Guidance") created and maintained by the North Carolina State Treasurer
("Treasurer") as published on the Treasurer's website currently located at .
https://www.nctreasurer.com/inside-the-department/OpenGovernment/Pa.ges/Iran-
Divestment-Act-Resources.aspx. Further, in compliance with § 147-86.59 (b) of said Act,
Contractor certifies that it will not utilize in performing this Contract any subcontractor
identified in the List or Guidance. This provision applies only to contracts for which the
total amount, including sales tax, is $1,000 or more.
14.Amendment: This Contract may be amended in writing by mutual agreement of the Town
and Contractor.
15. Termination: Either party may terminate this Contract 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.
16. InterpretationNenue: This Contract 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 Contract. 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.
17. Preference:In the event that the terms of any exhibit attached hereto are not consistent with
the terms of this Contract, this Contract shall have preference; provided that where either
any exhibit attached hereto or this Contract establishes higher standards for performance
by either party,the higher standard,wherever located, shall apply.
18. 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.
19. Assignment: This Contract shall not be assigned without the prior written consent of the
parties.
20. Entire Ap-reement: This Contract shall constitute the entire agreement of the parties and no
other warranties,inducements,considerations,promises,or interpretations shall be implied
or impressed upon this Contract that are not expressly addressed herein. All prior
agreements,understandings and discussions are hereby superseded by this Contract.
Small Service Contract Revised 5/2017 Page 3 of 6
21. Construction Project Related Sales Tax: If applicable, the Contractor shall furnish the
Town certified statements setting forth, the cost of all materials purchased from each
vendor and the amount of North Carolina sales and use taxes paid thereon. In the event the
Contractor makes several purchases from the same vendor, the Contractor's certified
statement shall indicate the invoice number, the inclusive dates of the invoices, the total
amount of the invoices, and the North Carolina sales and use taxes paid thereon. The
Contractor's certified statement shall also include the cost of any tangible personal property
withdrawn from the Contractor's warehouse stock and the amount of North Carolina sales
or use tax paid thereon by the Contractor. The Contractor shall furnish such additional
information as the Commissioner of Revenue of the State of North Carolina may require
to substantiate a refund claim by the Town for sales or use taxes. The Contractor shall
obtain and furnish to the Town similar certified statements by the subcontractors. The
certified statements to be furnished shall be in the form of the standard CONTRACTOR'S
SALES TAX REPORT and shall be submitted with each request for payment. The Town
will not make payment to the Contractor until the CONTRACTOR'S SALES TAX
REPORTS ARE SUBMITTED.Any and all refunds received by the Town of said taxes shall
remain with the Town, and the Contractor shall not be entitled to such refund.
22. Term: This Contract, unless amended as provided herein, shall be in effect until June 30,
2018.
[SIGNATURES ON FOLLOWING PAGE.]
Small Service Contract Revised 5/2017 Page 4 of 6
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
S
SIGNATURE PRINTED NAME &TITLE
T8111 s E eL0-K Je
WITNESS PRINTED NAME & TITLE
TOWN OF C PEL H ILL
DEPART T HEAD OR DEPUTYnMW1VT9NAGER
PRINTED NAME& DEPARTMENT
ATTEST C
TOWN CLERK TOWN SEAL
Town Clerk attests date this the day of , 2oI. t'�P1.��`~
Approved as to Form and Authorization
64 b 6A��
TOWN LEGAL STAFF
This instrument has been pre-audited in the manner required by the Local Government Budget and
Fiscal Control Act.
S �'1
FINANCE OFf ICER DAT
Small Service Contract Revised 5/2017 Page 5 of 6
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.
1I. 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, 2018.
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 Revised 5/2017 Page 6 of 6
°d i CAR°t�_
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RISK MANAGEMENT POOLS
°pCoum"` Covering the Counties that Cover our State
LIABILITY AND PROPERTY COVERAGE CERTIFICATE
COVERAGE PROVIDER:
NCACC Liability and Property Pool
216 North Dawson Street This certificate is provided by the NCACC Liability and Property
Pool and is issued as a matter of information only. This
Raleigh,NC 27603 certificate confers no rights upon the certificate holder other than
MEMBER: those provided in the coverage document. This certificate does
Orange County not amend,extend,or alter the coverage afforded by the
P.O.Box 8181 coverage documents listed herein.
Hillsborough,NC 27278
COVERAGES
Type of Coverage Coverage Effective I Expiration
Contract# Date Date Limits
Liability
General Liability—
X Each Occurrence,
No Aggregate applies LP-OR-067-17 July 1,2017 July 1,2018
X Public Officials Liability, $2,000,000 occurrence
Each Wrongful Act LP-OR-067-17 July 1,2017 July 1,2018
X Law Enforcement Liability,
Each Occurrence LP-OR-067-17 July 1,2017 July 1,2018
$1,000,000 aggregate
Cyber Liability LP-OR-067-17 July 1,2017 July 1,2018 Claims Made
Excess Liability LP-OR-067-17 July 1,2017 July 1,2018 $4,000,000
Automobile Liability
X All Owned Autos,
Each Accident LP-OR-067-17 July 1,2017 July 1,2018
X Hired Autos, $2,000,000 occurrence
Each Accident LP-OR-067-17 July 1,2017 July 1,2018
X Excess Auto Liability for
Non-Owned Autos LP-OR-067-17 July 1,2017 July 1,2018
Automobile Physical Damage
X Scheduled Vehicles Actual Cash Value at the time of
LP-OR-067-17 July 1,2017 July 1,2018 the Loss,unless otherwise
Hired Autos(if coverage is not specified in the Coverage
X purchased elsewhere) Document;Deductible Applies
LP-OR-067-17 July 1,2017 July 1,2018
Property—Risks of Direct Physical Loss, Limit l5eductible
Blanket Limit LP-OR-067-17 July 1,2017 July 1,2018 $ 146,284,160 $1,000
Additional Information: Evidence of coverage.
Certificate Holder is Additonal Insured.
CERTIFICATE HOLDER: Cancellation: Should any of the described Coverage documents herein be
Town of Chapel Hill cancelled before the expiration date shown, the NCACC Pools will endeavor to
mail written notice to the Certificate Holder named herein,but failure to mail such
405 Martin Luther King,Jr.Blvd. notice shall impose no obligation or liability of any kind upon the NCACC Pools,its
Chapel Hill,Nc 27514 agents or representatives,or the issuer of this certificate.
Willie J.Allen
Underwriter NCACC
Underwriter for the NCACC 7/6/2017
Certificate Mailed/E-Mailed or Faxed to:
Town of Chapel Hill
405 Martin Luther King,Jr. Blvd.
Chapel Hill, Nc 27514