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HomeMy WebLinkAbout2021-577-E-Visitor Bureau-Town of Chapel Hill-Operation of Visitors CenterSmall Service Contract Revised 9/2019 Page 1 of 6 STATE OF NORTH CAROLINA COUNTY OF ORANGE PERFORMANCE AGREEMENT 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 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: 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 2021-2022. The Town will also pay the Contractor 50% of any additional revenues collected in the even that hotel/motel occupancy receipts exceed the budgeted amount of $1,000,000 during the Town’s fiscal year 2021-2022. 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, 2021; October 1, 2021; January 1, 2022; and April 1, 2022. The Town’s obligation to make each payment is contingent upon receiving satisfactory documentation and account of expenditures as detailed in Exhibit A. 4. 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. 5. Indemnification and Hold Harmless: To the extent authorized by law, 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 proximately caused in whole or in part by the negligence or willful misconduct of the Contractor arising out of or related to the Contract, except to the extent same are caused by the negligence or misconduct of the Town. DocuSign Envelope ID: BBBFA420-D5AE-43C5-B3AA-9B131FAA14C0 Small Service Contract Revised 9/2019 Page 2 of 6 6. 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. 7. 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. 8. Federal and State Legal Compliance: The Contractor must be in full compliance with all applicable federal and state laws, including those on immigration. 9. 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. 10. Amendment: This Contract may be amended in writing by mutual agreement of the Town and Contractor. 11. 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. 12. 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. 13. 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. DocuSign Envelope ID: BBBFA420-D5AE-43C5-B3AA-9B131FAA14C0 Small Service Contract Revised 9/2019 Page 3 of 6 14. 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. 15. Assignment: This Contract shall not be assigned without the prior written consent of the parties. 16. 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. 17. 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. 18. Term: This Contract, unless amended as provided herein, shall be in effect until June 30, 2022. [SIGNATURES ON FOLLOWING PAGE.] DocuSign Envelope ID: BBBFA420-D5AE-43C5-B3AA-9B131FAA14C0 Small Service Contract Revised 9/2019 Page 4 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: BBBFA420-D5AE-43C5-B3AA-9B131FAA14C0 County ManagerBonnie Hammersley Business OfficerMelissa Allison Small Service Contract Revised 9/2019 Page 5 of 6 DocuSign Envelope ID: BBBFA420-D5AE-43C5-B3AA-9B131FAA14C0 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, 2021- June 30, 2022. The report will include a budget breakdown showing expenditures of the Town’s $200,000 appropriation. The report is due by August 1, 2022. 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, 2022. 6. The final financial report and the annual report of activities should be sent to: Monica Rainey, Administrative Services Manager Chapel Hill Parks and Recreation Department 200 Plant Road Chapel Hill, NC 27514 mrainey@townofchapelhill.org DocuSign Envelope ID: BBBFA420-D5AE-43C5-B3AA-9B131FAA14C0 X X X X X X X X X X Limit Deductible $210,326,057 $1,000 6/29/2021 Physical Damage deductible Additional Information: Town of Chapel Hill is Additional Insured as required by written contract. LP-OC-067-21 July 1, 2021 July 1, 2022 $2,000,000 occurrence $6,000,000 aggregate Employee Practices Liability LP-OC-067-21 July 1, 2021 July 1, 2022 $2,000,000 occurrence $6,000,000 aggregate LP-OC-067-21 July 1, 2021 July 1, 2022 $1,000,000 aggregate Excess Liability July 1, 2022 July 1, 2021 NONE $2,000,000 occurrence July 1, 2021 LP-OC-067-21 July 1, 2021 July 1, 2022 $2,000,000 occurrence LP-OC-067-21 July 1, 2021 July 1, 2022 $2,000,000 occurrence $6,000,000 aggregate July 1, 2022 Town of Chapel Hill 405 Martin Luther King, Jr. Blvd. Chapel Hill, NC 27514 By: Jo-Ann West, Underwriter for the NCACC 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. CERTIFICATE HOLDER: Hired Autos (if coverage is not purchased elsewhere) LP-OC-067-21 July 1, 2022 July 1, 2021 Property – Risks of Direct Physical Loss, Blanket Limit Public Officials Liability Law Enforcement Liability Privacy & Security - Claims Made LP-OC-067-21 LP-OC-067-21 Automobile Liability July 1, 2021 Automobile Physical Damage Scheduled Vehicles All Owned Autos, Each Accident July 1, 2021 July 1, 2022 July 1, 2022 Hired Autos, Each Accident LP-OC-067-21 July 1, 2021 LP-OC-067-21 July 1, 2022 LP-OC-067-21 July 1, 2021 P.O. Box 8181 Actual Cash Value at the time of the Loss, unless otherwise specified in the Coverage Document; Deductible Applies Limits July 1, 2022 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. Hillsborough, NC 27278 Liability COVERAGES Excess Auto Liability for Non-Owned Autos Effective Date Expiration Date Coverage Contract # Type of Coverage General Liability – Each Occurrence, No Aggregate applies LIABILITY AND PROPERTY COVERAGE CERTIFICATE COVERAGE PROVIDER: NCACC Liability and Property Pool Orange County MEMBER: 323 W. Jones Street, Suite 500 Raleigh, NC 27603 DocuSign Envelope ID: BBBFA420-D5AE-43C5-B3AA-9B131FAA14C0 07/09/2021 Surry Insurance P. O. Box 128 Dobson NC 27017-0128 Lori Hiatt, CIC, CSRM, Account Manager (336) 386-8228 (336) 386-4661 lori.hiatt@surryinsurance.com Town of Chapel Hill 405 Martin Luther King Jr. Blvd Chapel Hill NC 27514-5705 The Charter Oak Fire Insurance Company 25615 A ZLP-41M7991A 07/01/2021 07/01/2022 1,000,000 1,000,000 1,000,000 2,000,000 2,000,000 A 810-5J243370 07/01/2021 07/01/2022 1,000,000 A 10,000 ZUP-41M79921 07/01/2021 07/01/2022 10,000,000 10,000,000 Orange County Government 501 W Franklin St. Chapel Hill NC 27516 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES 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). 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. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD 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. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO- JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY DocuSign Envelope ID: BBBFA420-D5AE-43C5-B3AA-9B131FAA14C0 Revised 06/21 ORANGE COUNTY—DEPARTMENT USE ONLY ______________________________________________________________________________ Party/Vendor Name: Town of Chapel Hill Party/Vendor Contact Person: Monica Rainey 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, 2021 Approved by Board Yes No Agenda Date: 10/5/2021 --- For Section XIV. c. contracts only, Approved by Board in Current FY Budget Yes No This agreement is approved as to technical form and content and I as Department Director affirmatively state wo rk 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 affirmatio n. 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: BBBFA420-D5AE-43C5-B3AA-9B131FAA14C0 10/12/2021 10/12/2021 10/12/2021 10/13/2021