HomeMy WebLinkAboutAgenda 10-01-19 Item 8-f - Performance Agreement Between the Town of Chapel Hill and Visitors Bureau 1
ORANGE COUNTY
BOARD OF COMMISSIONERS
ACTION AGENDA ITEM ABSTRACT
Meeting Date: October 1, 2019
Action Agenda
Item No. 8-f
SUBJECT: Performance Agreement Between the Town of Chapel Hill and Visitors Bureau
DEPARTMENT: Economic Development/Visitors Bureau
ATTACHMENT(S): INFORMATION CONTACT:
2019-20 Performance Agreement Laurie Paolicelli, 919-245-4322
Between the Town of Chapel Hill and
the Chapel Hill/Orange County Visitors
Bureau for Annual Funding
PURPOSE: To approve the 2019-20 performance agreement between the Town of Chapel Hill
and the Chapel Hill/Orange County Visitors Bureau.
BACKGROUND: Pursuant to the Chapel Hill/Orange County Visitors Bureau's annual
performance agreement with the Town of Chapel Hill for tourism promotion, $200,000 has been
allocated to the Visitors Bureau for Fiscal Year 2019-20. In addition, the Town will pay 50% of
any additional revenues collected in the event the hotel/motel occupancy receipts exceed the
Town's budgeted amount of $1,000,000.
Budget Contribution per Performance Agreement Additional Amount
Year Received Following
Release of that Years
Audited Revenues
FY2012-13 $175,000 plus 50% of collections over $950,000 $ 13,000
FY2013-14 $175,000 plus 50% of collections over $950,000 $ 43,750
FY2014-15 $175,000 plus 50% of collections over $950,000 $ 57,739
FY2015-16 $175,000 plus 50% of collections over $950,000 $108,903
FY2016-17 $200,000 plus 50% of collections over $1,000,000 $ 93,755
FY2017-18 $200,000 plus 50% of collections over $1,000,000 $140,855
FINANCIAL IMPACT: The Town of Chapel Hill will provide $200,000 to the Chapel Hill/Orange
County Visitors Bureau, plus 50% of any additional revenues collected in the event the
hotel/motel occupancy receipts exceed the Town's budgeted amount of $1,000.000.
SOCIAL JUSTICE IMPACT: The following Orange County Social Justice Goal is applicable to
this item:
• GOAL: ENSURE ECONOMIC SELF-SUFFICIENCY
The creation and preservation of infrastructure, policies, programs and funding necessary
for residents to provide shelter, food, clothing and medical care for themselves and their
dependents.
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Tourism is a clean and green industry that fuels the economy leading to the economic self-
sufficiency of Orange County residents.
ENVIRONMENTAL IMPACT: There is no Orange County Environmental Responsibility Goal
impact associated with this item.
RECOMMENDATION(S): The Manager recommends that the Board approve the performance
agreement between the Town of Chapel Hill and the Chapel Hill/Orange County Visitors Bureau.
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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.
WITNESSETH
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 2019-2020. 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 2019-2020. 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, 2019; October 1, 2019; January 1, 2020;
and April 1, 2020. 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.
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5. Billingand nd 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 the extent allowed by law 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 in the
performance of this Contract except to the extent same are caused by the negligence or
misconduct of the Town.
7. Financial Records: To the extent authorized by law Contractor will provide to the Town a
financial report related to the activities contemplated by this Contract.
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 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
(c)(2), contracts solely for the purchase of apparatus, supplies, materials, and equipment
are exempt from this E-Verify provision.
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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. Assi ng ment: 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
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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.
21. Term: This Contract, unless amended as provided herein, shall be in effect until June 30,
2020.
[SIGNATURES ON FOLLOWING PAGE.]
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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
SIGNATURE PRINTED NAME & TITLE
WITNESS PRINTED NAME & TITLE
TOWN OF CHAPEL HILL
DEPARTMENT HEAD OR DEPUTY/TOWN MANAGER
PRINTED NAME & DEPARTMENT
ATTEST BY TOWN CLERK:
TOWN CLERK TOWN SEAL
Town Clerk attests date this the day of , 20
Approved as to Form and Authorization
TOWN LEGAL STAFF
This instrument has been pre-audited in the manner required by the Local Government Budget and
Fiscal Control Act.
FINANCE OFFICER DATE
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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 for the fiscal year July
1, 2019- June 30, 2020. The report will include a budget breakdown showing
expenditures of the Town's $200,000 appropriation. The report is due by August 1,
2020.
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,
2020.
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
lbaaske(a),townofchapelhi ll.org
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