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HomeMy WebLinkAbout2018-532 Visitors Bureau - Town of Chapel Hill visitors bureau support �o ► Sr .:3� STATE OF NORTH CAROLINA PERFORMANCE AGREEMENT COUNTY OF ORANGE OPERATIONAL SUPPORT This Contract 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. This Contract is for monetary support for operation of a visitor's center in Chapel Hill. WITNES SETH That for and in consideration of the mutual promises and conditions set forth below,the Town and Contractor agree: WHEREAS, the 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 Exhibit A 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 2018-2019. 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 2018-2019. 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 is not to exceed $200,000, unless 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, 2018; October 1, 2018; January 1, 2019; and April 1, 2019. The Town's obligation to make each payment is contingent upon receiving satisfactory documentation and account of expenditures as detailed in Exhibit A. 4. Work Statement: Contractor agrees to provide those services described in Exhibit A 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 Contract Revised 10/2017 Page 1 of 6 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 of its assets,or shall significantly reduce its services or accessibility to Chapel Hill residents during the term of the Agreement; or in the event that Contractor shall fail to render a satisfactory account 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 Leg-al 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 (c)(2), contracts solely for the purchase of apparatus, supplies, materials, and equipment are exempt from this E-Verify provision. Small Service Contract Revised 10/2017 Page 2 of 6 13. Amendment: This Contract may be amended in writing by mutual agreement of the Town and Contractor. 14. 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. 15. 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. 16. 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. 17. 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. 18. Assignment: This Contract shall not be assigned without the prior written consent of the parties. 19. Entire Agreement: 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. 20. 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 Small Service Contract Revised 10/2017 Page 3 of 6 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. 21. Term: This Contract, unless amended as provided herein, shall be in effect until June 30, 2019. [SIGNATURES ON FOLL O WING PAGE.] Small Service Contract Revised 10/2017 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 Visitors 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 VISITORS BUREAU Zi S GNATURE PRINTED NAME &TITLE WITNESS PRINTED NAME & TITLE TOWN OF CHAPEL HILL /j-,vllc__11� Y,,,V�Y,..DEPARTMEN AD 1"l>A /sec-TtE7t-710Q PRINTED NAME &DEPARTMENT 4 ATTEST BY TOWN CLERK: `) TOWN CLERK TOWN SEAL Town Clerk attests date this the _� day of�-'� , 20 \� Approved as to Form and Authorization A 114 J TOWN IEGAL STAFIF This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act. 0 O r kor 9 FINANCE OIFFICER DATE Small Service Contract Revised 10/2017 Page 5 of 6 EXHIBIT A Chapel Hill/Orange County Visitors Bureau 1. Contractor provides a comprehensive visitor services program targeted toward providing services to potential visitors to Chapel Hill and Orange County. 2. 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. 3. Town funds may be utilized for office supplies,postage, telephone,training materials, advertising,printing and duplicating, staff time, and marketing. 4. Contractor will provide the Town with a final financial report. The report will include a budget breakdown showing expenditures of Town appropriations. The report is due on August 1, 2019. 5. 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 final financial report. This report is due by August 1, 2019. 6. The final financial report and the annual report of activities should be sent to: Lisa Baaske, Administrative Coordinator Chapel Hill Parks and Recreation Department 200 Plant Road Chapel Hill,NC 27514 lbaaskeggtownofchapelhill.org Small Service Contract Revised 10/2017 Page 6 of 6 DATE(MM/DD/YYYY) AC" CERTIFICATE OF LIABILITY INSURANCE 06/2112018 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. 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). PRODUCER CONTACT Lori Hiatt,CIC,CSRM,Account Manager NAME: Surry Insurance A/ONE Ext: (336)386-8228 FAX No): (336)386-4661 P.O.Box 128 E-MAIL lori.hiatt @surryinsurance.com ADDRESS: INSURER(S)AFFORDING COVERAGE NAIC# Dobson NC 27017-0128 INSURER A: The Charter Oak Fire Insurance Company 25615 INSURED INSURER B Town of Chapel Hill INSURER C 405 Martin Luther King Jr.Blvd INSURER D: INSURER E: Chapel Hill NC 27514-5705 INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: 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. INSR TYPE OF INSURANCE POLICY EFF POLICY EXP LIMITS LTR INSD WVD POLICY NUMBER MM/DD/YYYY) (MM/DD/YYYY �( COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 AMA RENTED 1,000,000 CLAIMS-MADE x OCCUR PREMISES Ea occurrence $ MED EXP(Any one person) $ A 11 ZLP-41M7991A 07/01/2018 07/01/2019 PERSONAL&ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 POLICY 0 PRO- LOC PRODUCTS-COMP/OP AGG $ 2,000,000 JCVI OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 1,000,000 Ea accident X ANY AUTO BODILY INJURY(Per person) $ A OWNED SCHEDULED 810-5J243370 07/01/2018 07/01/2019 BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY Per accident $ X UMBRELLA LIAB OCCUR EACH OCCURRENCE $ 10,000,000 A EXCESS LIAB HCLAIMS-MADE ZUP-41M79921 07/01/2018 07/01/2019 AGGREGATE $ 10,000,000 DED X RETENTION $ 10,000 $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY Y/N STATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE ❑ N/A E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,maybe attached if more space is required) CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN Orange County/Chapel Hill Visitors Bureau ACCORDANCE WITH THE POLICY PROVISIONS. 501 W Franklin St. —_ AUTHORIZED REPRESENTATIVE [r Chapel Hill NC 27516 ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016103) The ACORD name and logo are registered marks of ACORD