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Home My WebLink About2020-652-E Economic Dev-Town of Chapel Hill visitors center performance agreementSmall 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. DocuSign Envelope ID: 297F3AFF-0E40-4B1D-9E10-8499FF5A358E Small Service Contract Revised 9/2019 Page 2 of 6 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. DocuSign Envelope ID: 297F3AFF-0E40-4B1D-9E10-8499FF5A358E Small Service Contract Revised 9/2019 Page 3 of 6 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 DocuSign Envelope ID: 297F3AFF-0E40-4B1D-9E10-8499FF5A358E 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.] DocuSign Envelope ID: 297F3AFF-0E40-4B1D-9E10-8499FF5A358E 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 DocuSign Envelope ID: 297F3AFF-0E40-4B1D-9E10-8499FF5A358E 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 DocuSign Envelope ID: 297F3AFF-0E40-4B1D-9E10-8499FF5A358E 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 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 DocuSign Envelope ID: 297F3AFF-0E40-4B1D-9E10-8499FF5A358E DocuSign Envelope ID: 297F3AFF-0E40-4B1D-9E10-8499FF5A358E