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Small Service - April 2025 Page 1 of 4 <br />STATE OF NORTH CAROLINA CONTRACT FOR ANNUAL <br />SUPPORT FOR VISITOR CENTER <br />OPERATIONS <br />COUNTY OF ORANGE <br />This Contract is made and entered into by and between the “Town of Chapel Hill,” herein “Town,” <br />and “Orange County by and for the Chapel Hill/Orange County Visitors Bureau” herein <br />“Contractor,” for the services as described in this agreement. <br />WITNESSETH <br />That for and in consideration of the mutual promises and conditions set forth below, the Town and <br />Contractor agree: <br />1.Duties of the Contractor: The Contractor agrees to: <br />A.Operate according to the annual Work Plan and performance measures, including <br />specific reporting tasks and services to be provided by the Corporation. The Work <br />Plan for FY 26 is set out in Exhibit A of this Agreement. <br />B.Contractor will provide the Town with a quarterly and an annual financial report. <br />The report will include a budget breakdown showing expenditures of the Town's <br />appropriation. <br />C.Contractor will provide quarterly reports of activities supported by the funding <br />provided under this performance agreement including specific program outcomes. <br />D.Provide regular reports to the Council on the Corporation's activities, goals, and <br />issues. These reports may be as needed or as requested by the Town, with the <br />Council receiving reports no fewer than two times per year. <br />2.Duties of the Town: The Town will pay for the Contractor’s services as set forth in Exhibit <br />A. <br />3.Maximum Sum: Contract amount is not to exceed $200,000 plus applicable sales tax. <br />4.Billing and Payment: The Contractor shall submit an invoice to the Town for work <br />performed under the terms of this Contract. The Town will make payment within thirty <br />(30) days of receipt of an accurate invoice, approved by the department which contracted <br />for these services. <br />5.Indemnification and Hold Harmless: The Contractor agrees to indemnify and hold harmless <br />the Town of Chapel Hill and its officers, agents and employees from all loss, liability, <br />claims or expense (including reasonable attorneys’ fees) arising from bodily injury, <br />including death or property damage to any person or persons proximately caused in whole <br />or in part by the negligence or willful misconduct of the Contractor, except to the extent <br />same are caused by the negligence or misconduct of the Town. Contrary to any provision <br />that may be contained in any exhibits, attachments, or subsequent purchase orders, the <br />Town shall not consent to limitations of Contractor liability for amounts less than the <br />amount of insurance coverage under this agreement. Any provision that may be contained <br />Docusign Envelope ID: 88AF4946-2EDA-49DD-A885-80B1060287E3Docusign Envelope ID: 6BE218B6-2252-4B58-9B14-D067881B4768