HomeMy WebLinkAbout2020-919-E-Economic Dev-Town of Chapel HillSmall Service Contract Revised 9/2019 Page 1 of 6
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 “Orange County by and for 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 2020-2021. 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 2020-2021. 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, 2020; October 1, 2020; January 1, 2021;
and April 1, 2021. The Town’s obligation to make each payment is contingent upon
receiving satisfactory documentation and account of expenditures as detailed in Exhibit A.
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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.
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 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 Commercial General
Liability and Business Automobile policies. The required coverage limits are: 1)
Commercial 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. Based on nature of
services to be provided by the contractor and assessment of risk posed to the Town, the
Town may require evidence of supplementary insurance coverages.
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.
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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.
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. Interpretation/Venue: 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 part y, 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
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Small Service Contract Revised 9/2019 Page 4 of 6
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.
21. Term: This Contract, unless amended as provided herein, shall be in effect until June 30,
2021.
[SIGNATURES ON FOLLOWING PAGE.]
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Small Service Contract Revised 9/2019 Page 5 of 6
This Contract 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/EXECUTIVE DIRECTOR 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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Small Service Contract Revised 9/2019 Page 6 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 for the fiscal year July
1, 2020- June 30, 2021. The report will include a budget breakdown showing
expenditures of the Town’s $200,000 appropriation. The report is due by August 1,
2021.
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,
2021.
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@townofchapelhill.org
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Revised 07/20
ORANGE COUNTY—DEPARTMENT USE ONLY
______________________________________________________________________________
Party/Vendor Name: Town of Chapel Hill Party/Vendor Contact Person: Andrea Judge Contact Phone: (919) 968-
2836 Party/Vendor Address: 200 Plant Rd. City Chapel Hill State: NC Zip: 27514 Department: Econ.
Dev./Visitors Bureau Amount: $200,000 Purpose: Operation of Visitors Center Budget Code(s): 37600503-
449925 Vendor # 64 (N/A if new vendor) Vendor is a BOCC consultant? Yes No Contract Type: (Check
one) New Renewal Amendment Effective Date July 1, 2020 Approved by Board Yes No
Agenda Date: 9/1/2020
This agreement is approved as to technical form and content and I as Department Director affirmatively state work
on this project has not been initiated prior to execution of the agreement:
Department Director’s Signature ________________________________________ Date: ________
Agreements for emergency services or repair are not subject to the above affirmation. If services related to this
agreement have already begun or been completed please briefly describe the nature of the emergency condition that
was addressed:
Information Technologies
(Applicable only to hardware/software purchases or related services) This agreement has been reviewed and is
approved as to information technology content and specifications:
Office of the Chief Information Officer___________________________________ Date: ________
Risk Management
This agreement is approved for sufficiency of insurance standards, specifications, and requirements:
Office of the Risk Management Officer___________________________________ Date: _________
Financial Services
This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control
Act:
Office of the Chief Financial Officer ____________________________________ Date: _________
Legal Services
This agreement is approved as to legal form and sufficiency:
Office of the County Attorney __________________________________________Date: ________
Clerk to the Board
Received for record retention:
All Docusign contracts must be copied to the Clerk upon completion: occlerkdocs@orangecountync.gov
The following signature block is for hard copies only and is not required for Docusign contracts:
Office of the Clerk to the Board __________________________________________Date:_________
DocuSign Envelope ID: 297F3AFF-0E40-4B1D-9E10-8499FF5A358E
9/3/2020
9/15/2020
9/16/2020
9/16/2020
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X
X
X
Cyber Liability
X
X
X
X
X
Limit Deductible
191,921,680$ $1,000
7/15/2020
Certificate Mailed/E-Mailed or Faxed to:
Town of Chapel Hill
405 Martin Luther King, Jr. Blvd.
Chapel Hill, NC 27514
0
LIABILITY AND PROPERTY COVERAGE CERTIFICATE
COVERAGE PROVIDER:
NCACC Liability and Property Pool
MEMBER:
323 West Jones St., Suite 500
Raleigh, NC 27603
P.O. Box 8181
Hillsborough, NC 27278
July 1, 2021
July 1, 2021
This certificate is provided by the NCACC Liability and Property
Pool and is issued as a matter of information only. This
certificate confers no rights upon the certificate holder other than
those provided in the coverage document. This certificate does
not amend, extend, or alter the coverage afforded by the
coverage documents listed herein.
Liability
Orange County
COVERAGES
Limits
$2,000,000 occurrence
LP-OR-067-20
Effective
Date
Expiration
Date
Type of Coverage Coverage
Contract #
Excess Liability
General Liability –
Each Occurrence,
No Aggregate applies
Public Officials Liability,
Each Wrongful Act
Law Enforcement Liability,
Each Occurrence
LP-OR-067-20
LP-OR-067-20
LP-OR-067-20 July 1, 2020
July 1, 2020
July 1, 2020
July 1, 2020
July 1, 2020
All Owned Autos,
Each Accident
Hired Autos,
Each Accident
July 1, 2020
$4,000,000LP-OR-067-20
Automobile Liability
July 1, 2021
July 1, 2021
July 1, 2021
July 1, 2020
Cancellation: Should any of the described coverage documents herein be
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
notice shall impose no obligation or liability of any kind upon the NCACC Pools, its
agents or representatives, or the issuer of this certificate.
Town of Chapel Hill
405 Martin Luther King, Jr. Blvd.
Chapel Hill, NC 27514
By: Willie J. Allen Jr.,
Underwriter for the NCACC
CERTIFICATE HOLDER:
LP-OR-067-20
Additional Information: Town of Chapel Hill is Additional Insured as required by written contract.
$2,000,000 occurrence
LP-OR-067-20
LP-OR-067-20 July 1, 2020
LP-OR-067-20
Scheduled Vehicles
Hired Autos (if coverage is not
purchased elsewhere)LP-OR-067-20
Excess Auto Liability for
Non-Owned Autos
July 1, 2021
July 1, 2020LP-OR-067-20 July 1, 2021
Property – Risks of Direct Physical Loss,
Blanket Limit
July 1, 2020
July 1, 2020 July 1, 2021
Automobile Physical Damage
Actual Cash Value at the time of
the Loss, unless otherwise
specified in the Coverage
Document; Deductible Applies
July 1, 2021
July 1, 2021
$1,000,000 aggregate
Claims Made
July 1, 2021
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DocuSign Envelope ID: 297F3AFF-0E40-4B1D-9E10-8499FF5A358EDocuSign Envelope ID: 8C14092D-5235-47A8-9BCF-3C9408A93510