Loading...
HomeMy WebLinkAbout2023-669-E-Visitors Bureau-Town of Chapel Hill revenue contract-monetary support for operation of visitor’s center in Chapel HillSmall Service Contract Revised 3/2023 Page 1 of 4 STATE OF NORTH CAROLINA CONTRACT FOR 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, 308 West Franklin Street, 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 2023-2024. 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 2023-2024. 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, 2023; October 1, 2023; January 1, 2024; and April 1, 2024. 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: 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 proximately 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. 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 DocuSign Envelope ID: 511FAF6D-4A15-424C-9DD8-9A66DBE3B3F8 Small Service Contract Revised 3/2023 Page 2 of 4 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. 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. DocuSign Envelope ID: 511FAF6D-4A15-424C-9DD8-9A66DBE3B3F8 Small Service Contract Revised 3/2023 Page 3 of 4 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, 2024. [SIGNATURES ON FOLLOWING PAGE.] DocuSign Envelope ID: 511FAF6D-4A15-424C-9DD8-9A66DBE3B3F8 Small Service Contract Revised 3/2023 Page 4 of 4 This Contract is between the Town of Chapel Hill and Orange County by and for Chapel Hill/Orange County Visitors Bureau Annual Support for Visitor Center Operations. IN WITNESS WHEREOF, the parties hereto cause this agreement to be executed in their respective names. ORANGE COUNTY by and for its CHAPEL HLL/ORANGE COUNTY VISITORS BUREAU Vendor_Signature Vendor_Name Vendor_Title_p SIGNATURE PRINTED NAME & TITLE TOWN OF CHAPEL HILL Dept_Director Dept_Dir_Title DEPARTMENT HEAD/EXECUTIVE DIRECTOR OR DEPUTY/TOWN MANAGER DDirector_Name D_Dept_Name PRINTED NAME & DEPARTMENT ATTEST BY TOWN CLERK: Clerk_Signature SEAL_STAMP TOWN CLERK/DEPUTY TOWN CLERK TOWN SEAL TCD1 TCM1 TCYY1 Town Clerk attests date this the day of 20 . Approved as to Form and Authorization Legal_Staff ATTORNEY FOR TOWN This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act. Finance_Signature Finance_Sign_Date FINANCE OFFICER DATE DocuSign Envelope ID: 511FAF6D-4A15-424C-9DD8-9A66DBE3B3F8 Bonnie Hammersley County Manager Department Head Atuya Cornwell Parks and Recreation 10/6/2023 | 8:15 AM EDT 23October6 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 pa1ticipate 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, 2023- June 30, 2024. The report will include a budget breakdown showing expenditures of the Town's $200,000 appropriation. The report is due by August 1, 2024. 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 repo1t. This report is due by August 1, 2024. 6.The final financial report and the annual report of activities should be sent to: Monica Rainey, Business Operations Manager Chapel Hill Parks and Recreation Department 200 Plant Road Chapel Hill, NC 27514 mrainey@townofchapelhill.org DocuSign Envelope ID: 511FAF6D-4A15-424C-9DD8-9A66DBE3B3F8