Pr t

(Y-i3

Contract Routing Control Sheet
Executive
Contact: Susan Crotts Phone: 4389

Expense Contract
8908

Tracking#:
Contract# O

H-- 1021 S

Date Submitted: 10/29/2014

Date Needed: 10/31/2014

Date Started: 7/1/2013
Change Order#:2013-10028

Est End Date:
Lease#:

NCDOT#:

Coliseum4;

/

Requisition#:

Resolution#:

Downtown Revitalization and Economic Development Sevices

Comments:

Addendum 2014-15

Vendor:

Downtown Greensboro Inc
6246

Location:

122 N Elm St
Suite 500
Greensboro, NC 27401-0000

2 Dept Director
El Finance
El Accounting
P. Attorney

Bid#:
Rush: ❑

Email For Pickup:

Description:

Vendor#:

6/30/2015

Account #

CBR

210-2003-01.5931
101-9545-17.5931
101-9545-23.5931
101-9520-26.5931
Total:

Date:

RECE1V
.'40 0 7 2014
Date'

Reviewed By:
Reviewed By:

Date:

Reviewed By:

Date:

▪

City Manager Reviewed By:

Date:

❑

Mayor

❑

Reviewed By:

Date:

Purchasing

Reviewed By:

Date:

CCD

Reviewed By:

Date:

RErr--

Cit7 PA/T-T,

WOV 1 2 2014
CAI Crz. -4V",7, 0761;

Date Printed:

10/31/2014

(g7114

Date:

ed By:

NOV 7 2014

$792,282.00
-

Reviewed By:

Q ty

Amount

$372,358.00
$190,000.00
$100,000.00
$ -2979'24700 t

11
11 /3 1/y

 r

Financial & Administrative Services
City of Greensboro

GREENSBORO

November 3, 2013

To:

Jim Westmoreland, City Manager

From:

Susan E. Crofts, Centralized Contracting Division and Grants Manager

give./

Subject: Contract Authorization for Downtown Greensboro, Inc. 2014-15 Agreement
Background:

City Council approved the attached agreement with Downtown Greensboro, Inc. for downtown revitalization
and economic development services and adopted an ordinance amending the Special District Tax Fund on
October 15, 2013. An original contract was subsequently executed.
Continued funding for 2014-15 was approved in the current fiscal year. The attached contract includes the
2014-15 scope of services and corresponding fee schedule, the original agreement, and the original funding
authorization by Council.
Your signature authorization is requested. Please let me know if I may provide any additional information.

SC/ Attachments

 DGI
Original

Revised
$ 372,358.00

Revised Quarterly
$ 93,089.50

210-2003-01.5931

$

372,358.00

101-9545-17.5931

$

190,000.00

$ 190,000.00

$ 47,500.00

101-9545-23.5931

$

100,000.00

$100,000.00

$ 25,000.00

792,282.00 $ 780,027.00 $ 195,006.75 $ 780,027.00

 L.

City of Greensboro
A North Carolina

Financial & Administrative Services Department
Centralized Contracting Division

DOWNTOWN REVITALIZATION AND
ECONOMIC DEVELOPMENT SERVICES CONTRACT
FY 2014-15 ADDENDUM
CITY OF GREENSBORO
EXECUTIVE DEPARTMENT
City of Greensboro
Po Box 3136
Greensboro, NC 27402-3136

CONTRACTED VENDOR
NON-PROFIT CORPORATION
Downtown Greensboro Inc
122 South Elm Street
Greensboro, NC 27401
jason@downtowngreensboro.net

CONTRACT INFORMATION
Original Contract Number: 2013-10028
Downtown Revitalization and Economic Development Services
Initial Contract Term: July 1, 2013 — June 30, 2014

Addendum Contract Number: 2014 - 10213
Award Amount: $.792482700p2, 7
Contract Description: Downtown Municipal Service District 2014-15 Addendum
Amended Contract Term: July 1, 2014 - June 30, 2015
This contract addendum is made and entered into on the date signed by and between the City of Greensboro, a municipal corporation
of the State of North Carolina (herein referred to as the CITY) and Downtown Greensboro Inc, herein referred to as Downtown
Greensboro Inc a Non-profit Corporation with offices located as written above.

CONTRACT ADDENDUM FOR CITY USE OF FUNDS
THIS AGREEMENT made and entered into this I day of July, 2014, by and between the City of Greensboro, hereinafter referred to
as the "City" and Downtown Greensboro, Inc. hereinafter referred to as "DGI".
WHEREAS, this agreement addendum includes the attached documents, incorporated by reference herein:
Attachment A, Fee Schedule for Addendum 2014-15
Exhibit I, 2014-5 Amended Scope of Downtown Greensboro Inc.Services
Exhibit 2, Original 2013-14 Contract and authorization documentation

1

 IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement Addendum in triplicate originals by their duly
authorized officers on the day and year first a written above.

Downtown Greensboro, Inc.

liji/2AWY
Date

Pr esiderNk

C-EC)

Title

Z--CkS(.3r1 Ocx.f■ Cl (1)C\
Printed Name

Witness

2

 City of Greensboro

r

Contract Signature Authorization Sheet
Executive

GREENSBORO

Downtown Greensboro Inc

Vendor:

8,908

Tracking number:

Contract Number:
Change Order Number:

2013-10028

Service, Item or Project Description:

Downtown Revitalization and Economic Development Sevices

Date .
Department Head Recommendation/Authorization

This instrument has been pre-audited in the manner required
by the Local Government Budget and Fiscal Control Act.

1

Date:
Deputy Finance Officer

Date: II
‘4'; City Attorney:

roved as to f

Date:

/fr

(k

tant City Manager: Authorized

Date:
Mayor: Executed

Date:
City Clerk: Attested

aar

Date Printed:

° 4 9

10/31/2014

/ OW/9

 APPI-NDIX A
DOWNTOWN MUNICIPAL SERVICE.' DISTRICT ADDENDUM

1.
SCOPE OF SERVICES. DOI agrees to provide the services described in detail in
Exhibit 4 to Appendix A (the "Scope of Services").
2.
AUTHORITY. DGI is hereby expressly authorized to employ, retain, or contract
with personnel or organizations to administer, design, construct, and otherwise accomplish the
Scope of Services described in Section 1 above. The City reserves the power, in its sole
discretion, to use Municipal Service District tax funds (the "DMSD Funds") exclusively in the
DMSD to carry out such improvements, projects, or programs, in addition to those provided for
the entire City. Such power may be coordinated with DOI, or other providers or contractors as
the City deems best.
3.
FUNDS. In consideration of the services to be provided by DG1 under this
Appendix A, the City shall make payments to DU[ equal to those amounts computed in
accordance with Section 5 of this Agreement on those dates set forth in Section 5 of this
Agreement. The DMSD Funds provided by the City to DGI arc subject to the City levying
supporting ad valorem property taxes in the DMSD as authorized by NCUS §160A-536(d),
which tax levy, and the amount thereof, if any, is in the sole discretion of the City. DGI may
submit requests for additional DMSD Funds subject to availability and approval by City Council.
Any DMSD Funds paid to DOI pursuant to this Agreement shall be accounted for separately
from all other funds held by DGI.
The City shall reserve in a fund balance a minimum of twenty-five percent (25%) of the
projected budget in the DMSD during each fiscal year of this Agreement. These funds will be
held in reserve to provide for any emergencies that may arise in DMSD during the term of this
Agreement that cannot be met with the funds allocated to DOI during that fiscal year.

BUDGET AND PROJECT APPROVAL. The City Council shall approve that
4.
portion of DOrs budget that relates to the DMSD Funds prior to the expenditure of any of the
DMSD Funds by DOL The City Council shall annually review and approve a program of
specific projects and services to be prepared and carried out in the DMSD each fiscal year,
concurrent with its approval of that portion of DGI's budget that relates to the DMSD Funds.
The projects, services and functions approved for the fiscal year 2014-15 are listed in "Exhibit 4"
to this Appendix A.
PROJECT APPROVAL, AND PROPERTY ACQUISITION. The City shall
5.
inspect and approve the construction and acquisition of real property with the DMSD Funds.
DOI shall dedicate, and title, any real property acquired with the DMSD Funds (the "DMSD
Property") in the name of the City, or its designated assignee. At the end of this Agreement, all
DMSD Property shall be transferred to the possession and control of the City.

5

 6.
WARRANTIES. DCTI warrants, represents and covenants that all information
provided in compliance with the terms of this Appendix A and other papers submitted to the City
in connection with this Appendix A and all statements and representations contained in its
requests for DMSD Funds will be true and correct in all material aspects. The City wzuTants that
during the term of this Appendix A. the City shall continue to provide in the DMSD, from ad
valorem tax revenues other than DMSD tax receipts, those City services, facilities, or functions
to the same extent as those financed, provided or maintained in the entire City. Nothing in this
subsection shall affect any warranties in favor of the City that are otherwise provided in or arise
out of this Agreement. This subsection is in addition to and shall be construed separately film
any other indemnification provisions that may be in this Agreement.
7. •
WITHHOLDING OF PAYMENT. The City, in its sole discretion, and without
affecting its other rights and remedies, may withhold payments to DGI for failure by DCif to
comply with any of the provisions of this Agreement relating to the performance by DOI of the
DMSD Services, or applicable law, including but not limited to deadlines for submitting any
accounting, audit : statement, information, record, documentation or report. The payment so
withheld shall be made when DUI has cured the noncompliance. The City's failure to withhold
in any one instance shall not constitute a waiver of the City's right to withhold in future
instances.
8,
APPLICABLE; LAWS. The activities of DGI as a private agency as they relate to
exercise of the powers for provision of City services in the DMSD pursuant to NCOS § 160-536,
and as authorized by this Agreement, shall be subject to applicable provisions of the Municipal
Service District Act (Chapter 160A, Article 23), and all other applicable provisions of State,
Federal and local law.

6

 EXHIBIT 1 to APPENDIX B
SCOPE OF SERVICES FOR ECONOMIC SERVICES PROJECT

SCOPE OF SERVICES
DOI shall perform the tbilowing services:
I. Meet with new business prospects and assist with business analysis, site location
and technical assistance.
7
Develop conceptual ideas rind plans for new development Opportunities within the
downtown area and present these ideas to potential investors and/or developers.
3. Provide potential developers or investors due diligence assistance. such as but not
limited to: market analysis, demographic information, mapping, development
options. regulatory research and project coordination with local officials,
4. Provide input, advice and guidance to City Staff, Boards, and Commissions, as
well as City Council on problems, issues, concerns and proposals that would
affect the downtown area.
5. Interface with other agencies, organizations and projects that are working on
projects that may impact the downtown area.
6. Seek to provide the public with new and accurate information on proposals and
current projects within the downtown area.
7. Provide for long term vision development and planning recommendations for the
downtown area, utilizing the knowledge base of DOI along with seeking the ideas
and views of stakeholders within the area.
S. Create partnerships to assist in Finding resolution to problems, issues and concerns
that may arise between organizations, property owners, business owners.
governmental agencies and the community in general, which may affect the
welfare of the downtown area.
9. Provide for the professional management of various programs and projects that
may be initiated by DGE and/or funded through city grants. This management
includes program oversight and general accounting.
10. Downtown Branding:
a. Develop and implement an image building campaign to focus on
positioning and branding Downtown as a unique place for economic
growth and development as well as art and cultural activities.
1 1. Economic Development Programs:
a. Develop programs to spur new investment and improve the condition of
downtown buildings.
b. Encourage and support historic preservation of downtown buildings.
c, Develop renderings and plans to help guide investment actions.
12. Program Management and Implementation
13. Other services that may be required and agreed to between DOI and the City of
Greensboro.
.

All of the above referenced services shall he performed in a non-partisan manner, with the
general health, safety and welfare of the citizens of Greensboro at its core. The specific

7

 allocation of those resources shall he determined as needed by the President and Board of
Directors of DGI.

PROGRAM GOALS
Based upon the above stated "Scope of Services" and current resources, DOE submits the
following items as program goals to be accomplished over the Fiscal Year 2014-2015. These
goals are seen as targets for quantitative measurement. For the avoidance of doubt, such goals
are aspirationl only, and the failure to reach a stated goal shall not constitute grounds for
termination of this Appendix for cause. Due to the changing economic environment of the
region and Downtown Greensboro, along with limited staff resources, priorities are subject to
change.
Business Prospects: Meet with Twenty-Four (24) prospective businesses, either
existing or start-up interested in a possible downtown location,
2. Develop conceptual plans and/or programs for Four (4) potential mixed-use projects
within the downtown area and market these plans to potential private investors.
3. Provide due-diligence assistance to Four (4) potential developers/investment groups
who are considering downtown projects, either new construction or renovation.
4. Review and comment on relevant city ordinances or policy change(s) proposed for
downtown and offer potential changes when deemed appropriate.
S. Participate with other organizations or agencies on potential downtown projects.
6. General Economic Development. DGI seeks to assist with or facilitate the opening
or development of the following projects this Fiscal Year:
A. 10 new residential units
B. 2 new restaurants
C. 4 new retail businesses
D. $20 Million in new investment.

8

 EXHIBIT 4 to APPENDIX A
SCOPE OF SERVICES
Downtown Greensboro Inc. will lead day-to-day efforts and visioning initiatives to position
Downtown BID as an attractive, vibrant destination for those who work, play and live here
through public space management, economic development initiatives, marketing services, special
events and advocacy activities as follows;

Public Space Management
•

Manage Clean and Green program, which reduces trash, litter, graffiti, cigarette waste.
weeds, and manages other sanitation efforts on a daily basis, as well as seasonal hanging
flower basket program. This portion shall expire on January 31, 2015.
Economic Development

•

•

Assist prospects and commercial brokers to identify and evaluate development
opportunities for shops, offices, and residences.
Maintain an active (public) database of all buildings for lease or sale within the center
city for business development purposes.
Develop and launch branding activities to support Downtown's role as an economic
development engine for the city.
Communications

•
•
•
•
•

Distribute a business directory online and in print with a companion retail services
(shops, restaurants and destinations) mobile app.
Promote Downtown activities through Social Media channels
Develop and distribute newsletters informing constituents about prourams and activities
within the central business district.
Publish and maintain a comprehensive interactive website for Downtown
Maintain a growing contact database with RSS feeds, email subscriptions and stakeholder

mailing lists.
Events
•
•

Support First Friday art hop and City Market to develop cultural tourism and local
commerce at downtown galleries, shops. restaurants and venues.
Provide Event Management support.
"Cool" Physical Environment

9

 •
•

Partner with SMART Initiative to create onuoing art programs to add public art in
downtown.
Continue development and then advocate for adoption of a Downtown Master
Streetscape Plan.

10

 APPENDIX C
CENTER CITY PARK MAINTENANCE ADDENDUM

I. Scope of Services.
DGI agrees to provide the following services: (1) Daily General Maintenance of the Park
as described in Exhibit 1 to Appendix C; (2) Regular and Seasonal Maintenance of the Lawns
and Planting Areas as described in Exhibit 2 to Appendix C: (3) Regular and Required
Maintenance of the Fountain, its water quality and equipment, as described in Exhibit 3 to
Appendix C: and (4) li-annual Maintenance Inspections of tbuntain pumps, filters. controllers
and other fixtures, as described in Exhibit 4 to Appendix C (the "Scope of Services'). Center
City Park maintenance shall expire on January 31,2015.
2. Compensation and Payments
In consideration of the services to he provided by DGI under this Appendix C, the City
shall make payments to DGI equal to those amounts computed in accordance with Section 5 of
this Agreement on those dates set forth in Section 5 of this Agreement. Such payments shall be
made provided that DGI has delivered to the City a full and complete accounting for the
previous Quarter as provided in Section 6 of this Agreement and is otherwise in compliance
with the other terms of this Appendix. A detailed breakdown of cost and service, plus estimated
supplies and parts, along with administration and overhead fees is shown in Exhibit 5 to
Appendix C.
If estimated costs are more than the actual cost incurred by DGI, funds paid to DOI
from the City in excess of the actual expenses will be reimbursed by DGI to the City within 30
days after the end of the Term or may he set off against and deducted from sums otherwise due
from the City to D01.

3. Unexpected or Extraordinary Expenses (Expenses not Covered by the Scope of Services
within this Agreement)
Subject to the Conditions of Performance in Section 4 of this Appendix, the City agrees
to pay to DUI such amounts, in addition to the amount of the Annual Fee, for unexpected
expenses not included within the Scope of Services, along with supplies, parts or additional
labor to make any required repairs not included within the Scope of Services along with an
administrative and supervision fee to DGI in such amount as may he acceptable to City, but not
to exceed 16%.

4. Conditions of Performance
DGI shall be entitled to payment from the City for Unexpected or Extraordinary
Expenses as &tined by Section 3 of this Appendix when the following conditions are met:

11

 A. DGI shall submit an estimate of the costs in writing to Center City Park. LLC
and the City before such work is undertaken. Center City Park, LLC and the
City shall approve or deny expenses in writing.
B. DGI shall provide to Center City Park, LLC copies of all Quarterly Reports as
defined in Section 9(B) of Agreement.
C. The City will not amend or terminate this Appendix without prior notice to
Center City Park, LI,C. If DGI fails to provide the services required to be
performed under this Appendix or if in Center City Park, LLC's reasonable
judgment DGI is otherwise in default in the performance of its duties
hereunder, the City, if requested to do so by Center City Park, LLC, will
exercise the City's rights to terminate this Appendix.
If the City terminates this Appendix (either of its own accord or following a request from
Center City Park, LLC) or if DGI terminates this Appendix, the City and Center City Park, LLC,
each acting reasonably, will endeavor to agree upon a replacement entity or entities to provide
the maintenance services that were to he provided by DGI for the remainder of the term of this
Appendix, provided the City shall not be required to pay more for such services than it would
have paid to DOI pursuant to this Appendix.
5. Termination Provisions
The City may terminate this Appendix for cause in the event that DGI fails to deliver the
services described in this Appendix in a manner satisfactory to the City, provided that prior to
the effective date of such termination for cause, the City shall notify DGI in writing of its
grievance or concern and DGI shall have had thirty (30) days following such notice to correct or
rectify the situation.
6. Insurance. Liability. Workman's Compensation and Waiver of Claims.
DGI shall, at its own expense, maintain throughout the term of this Agreement
commercial general liability insurance in the minimum amounts of $2,000,000 for personal
injury or death of one or more persons in any one occurrence, $4,000,000 in the aggregate, and
$1,000,000 fire damage to or destruction of property in any one occurrence with a deductible
satisliictory to the City and shall deliver to the City a certificate of insurance confirming the
maintenance of such insurance. Such insurance policy shall name as additional insureds: (A)
the City and (1-3) Center City Park, LLC. DGI shall also carry Workman's Compensation on its
employees, as required by law. Each subcontractor of DGI preforming services under this
Appendix shall also carry like general liability insurance, property damage insurance, and
Workers Compensation on its employees.

12

 EXHIBIT 5 to APPF.NDIX C
CENT1R CITY PARK
Detailed Costs
1 hese costs are based upon the following:
•
DO! will provide staff in the park 7:00 am — 11:00 am, 365 days per week.
•
DC11 wilt act as Park Manager on behalf of CITY, with the following responsibilities:
1. Serve as "go to" person to make sure that maintenance, etc. does not conflict with
events.
2. Liaise with sub contractors to make sure a variety of maintenance work is
completed, both on a regular and "one-time basis.
3. Order consumables (light bulbs, replacement parts, etc).
Maintain CITY storage areas and CITY equipment/property (golf cart, tables,
chairs, etc.)
5. Liaise with Greensboro Police Department (and other City departments when
necessary).
6. Serve as the "go to" entity for day-to-day Clean and Green team questions as
situations arise. For example, questions with the fountain operation.
-

Management and Maintenance Costs

General Maintenance

7 Months Cost

Park Personnel

lvtairacnance Supplies
'atilt Bulbs and Light Repair__

_General R maks
Maintenance Continuencies

Totals

$66,870
2 042
2_917
1 458
1 523

$74,810

inuntainlefaintcnance

and_Renair

_Chemicals _
epairs

Dc met
Snecjal Rcoaits_andTarls

1.458
3,500

__,
2333
7.583

_Softalianc_Maintenance
_ Lawn and flortis.alitur_c_Nom Garden)
11*isce..aneous
11
SubTotal Maintenance

SI7.2,13
583
19)
18,118
$100,511

DGI Management and Overhead
Nornse
Total Maintenance and Management

$129.924 !

13

 APPENDIX D
Downtown Greensboro Incorporated
FY 2014-2015 Board Approved Operating Budget (Consolidated)

5310 0 7- `7

City's FY1415 Budget Allocation of Funds
COG-Reallocate City Projects Restricted Funds
COG-Reallocate DGIC Restricted Funds
City's Total Allocation of Funds

72,678
104,341
9,3J) I

PROGRAM EXPENSES
Public Space Mgmt/Enhancernents
Communications/Events
Economic Development
Planning & Development
Center City Park Services/Maintenance
Total Program Expenses
ADMINISTRATIVE EXPENSE
Personnel Ex 'ewes - Salary Sc Benefits
Total Personnel Ex erases
Operating Expenses
Office Supplies
___
Office Furn & Equip
General Insurance
Computer Equip/Telephone
Postage & Delivery
Printing & Publishing
Dues/Subscription
. ..
Professional Fees/Consulting
1 Travel/Lodging/Meals/Enter.
..... ___
Meetings/Seminars
.
Rent/Parking
Misc Expenses
Total Operating Expenses
Total Salary/Operating Expenses
TOTAL EXPENSE

4 5- 7,

0144

182,642
65.200
136,000
100,511
484,353

i

.. _
385,224
385,224
5,732 .
4,444
2,250
11,463
2,557
3,880
3,086
13,227
6,614
8,818
32,627
5,026
99,724
484,948

969,301

14

  

 

Attachment A,
2014-15 Addendum Fee Schedule

15

 

 

ATTACHMENT A, FEE SCHEDULE
2014-15 Downtown Greensboro Inc.
FY1415- City of Greensboro Billing
CoG Budget

REVENUE
$

372,358.00

to Nongovernmental Agencies

$

290,000.00

City of Greensboro PARK Funds

$

129,924.00

COG- Reallocate City Projets restr. Funds

$

72,678.00

$
Total Revenue $

104,341.00
969,301.00

City of Greensboro MSD Funds
City of Greensboro - Grants Contribution

COG-Reallocate DGIC restr. Funds

Accounts
City of Greensboro MSD Funds
210-2003-01.5931

FY1415 Payment Schedule
Yearly
1st Quarter
2nd Quarter

3rd Quarter

4th Quarter

Budgeted

Payment

Payment

Payment

Payment

Amount

Amounts

Amounts

Amounts

Amounts

$

372,358.00

$

93,089.50

$ 93,089.50

$

93,089.50

$ 93,089.50

$

190,000.00

$

47,500.00

$

47,500.00

$

47,500.00

$

$

100,000.00

$

25,000.00

$

25,000.00

$

25,000.00

$

$

3t4a.1(.00

$ c32,481`.00

$ 4100" $ \32-,-42-1:00'

$ 1.987070:50

$ 198;t1.71375
, 0-

$ 1'98,070.5e $ 19237713:50

City of Greensboro - Grants
101-954547.5931
101-9545-23.5931
City of Greensboro PARK Funds
101-9520-26.5931

C)

47,500.00
25,000.00

//7 Gto9

Amounts*

$ ...1.2971424-.{3e.
$ .7427262:eft

*Per the original 2013-14 agreement,

ge, e\Z-7
ents shall be distributed equally each quarter.

 Exhibit 2
2013-14 Original Agreement
And
Authorization Documentation

17

 

 

/

DOWNTOWN REVITALIZATION AND
ECONOMIC DEVELOPMENT SERVICES CONTRACT
This is an Agreement, made effective as of the 1st day of July. 2013 (the "Effective
Dale"). between the City of Greensboro, a North Carolina municipal corporation (hereinafter.
"City") and Downtown Greensboro incorporated, a North Carolina nonprofit corporation
(hereinafter -1)01").
WHEREAS, the parties desire to enter into a contract for FY 2013-2014 that is
intended to reflect the terms pursuant to which DGI will provide services to the City;
WHEREAS, on May 4, 2004, the City Council of the City of Greensboro approved for
downtown Greensboro a Municipal Service District (hereinafter the "D:VISD'') as defined in
Article 23 of Chapter 160A of the North Carolina General Statutes for the purpose of
providing services, facilities, or functions in addition to, or to a greater extent for the DMSD
than those provided for other areas of the City;
WHEREAS, the legal description of the boundary of the approved Municipal Service
District is described in - Exhibit 1" of the Downtown Municipal Service District Addendum (a
copy of which is attached hereto as "Appendix A"), and the drawn outline of the Downtown
Municipal Service District is shown on "Exhibit 2" of the Downtown Municipal Service
District Addendum, and these Exhibits and Appendix are attached hereto and incorporated
herein by reference:
WHEREAS, NCGS §160A-536(d) authorizes the City to contract with a private
agency to provide services, facilities, functions, or promotional and developmental activities
in a Municipal Service District;
WHEREAS, the City has previously contracted with Downtown Greensboro
Improvement Corporation (hereinafter, "DGIC") and DG1 to provide the services, facilities,
functions. promotional and developmental activities for the DMSD;
WIIEREAS, the City, DGIC, and DOI have agreed that DOI will provide services,
facilities. functions and activities for the DMSD in lieu of the services, facilities. functions
and activities previously provided for the DMSD by DG1C;
WHEREAS. the City also desires to promote the cultural and economic development
and vitality of Downtown Greensboro, a geographic area that is defined in this Agreement:
WHEREAS, DGI has particular experience and expertise in the planning and
provision of services necessary for the revitalization and economic development of
Downtown Greensboro : and the City and property owners of Downtown Greensboro will
benefit from DOI providing such services;
WHEREAS, the City wishes to compensate D01 for its services to be provided under
this Agreement: and

18

 WHEREAS. the City wishes to consolidate multiple contracts related to services
provided in Downtown Greensboro, including contracts with DGI. DGIC, and Center City
Park. LLC related to maintenance. services, functions, or promotional and developmental
activities;
NOW THEREFORE. it is hereby agreed that:
1.
STRUCTURE OF THIS AGREEMENT. This Agreement includes the
body of the Agreement (i.e.. the ten (10) pages from the first page through the end of the
signature page), the Appendices, and the Exhibits to the Appendices. The Agreement is
intended to consolidate into one document provisions relating to a variety of services to
be provided to the City by DOI. These services are grouped by type in three (3) different
service projects (collectively, the "Service Projects," and each a "Service Project"): (1)
the DMSD Funds Project, (2) the Economic Services Project; and (3) the Center City
Park Project. The numbered sections of the body of this Agreement apply to all of the
Service Projects. Except to the extent specifically provided otherwise in the body of the
Agreement, each Appendix, with its Exhibits, contains additional provisions that apply
only to the specific Service Project to which such Appendix relates.
2.

DEFINITIONS. 27402
A. "Downtown Municipal Service District" or "the DMSD" shall be
defined as follows: the legal description of the boundary of' the
Downtown Municipal Service District is described in Exhibit 1 of
Appendix A, and the drawn outline of the Downtown Municipal
Service District is shown on Exhibit 2 of Appendix A. "Downtown
Greensboro" is defined as a geographic area--that is described as
follows: that certain area within the City of Greensboro that is
bounded by Marrow Boulevard on the East, Fisher Avenue on the
North. Spring Avenue on the West, and Lee Street on the South.
B. "City Funds" shall be defined as follows: those funds provided by the
City that are not 'DMSD Funds".

PURPOSE. The purpose of this Agreement is to authorize and assist DGI
in providing the following services:
3.

DMSD Funds. To provide funds levied and collected by the City
A.
from ad valorem property taxes in the DMSD as authorized by NC GS §I 60A536(d) to DGI to perform, promote. and develop services. facilities, functions, and
promotional and developmental activities in the DMSD that are in addition to or
to a greater extent than those financed, provided, or maintained for the remaining
areas of the City. including. but not limited to: (i) Economic and Business
Development, (ii) Safety and Maintenance, and (iii) Marketing and Downtown
Greensboro Promotions. These services. fundinv and specific duties and
responsibilities of DG1 are more fully described in the Downtown Municipal
Service District Addendum, a copy of which is attached hereto as "Appendix A. -

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 B.
Economic Services.
To provide for the revitalization and
economic. development of Downtown Greensboro, as more fully described in the
Economic-Services Addendum, a copy of which is attached hereto as "Appendix
C.
Center City Park. To assist DOI in providing for the maintenance
of Center City Park located in Downtown Greensboro and respond and report to
Center City Park, 1.1,C as more fully described in the Center City Park
Addendum. which is attached hereto as "Appendix C."
4.
SERVICES TO BE PROVIDED BY DOI. DUI shall provide those
services described in Appendix A, Appendix B. and Appendix C, in accordance with the
provisions of this Agreement and, in each instance, in accordance with the terms and
provisions of the relevant Appendix.
5.
PAYMENT BY THE: CITY. For each fiscal quarter during each term of
the Agreement, the City shall make payments to DOI of twenty-five percent (25%) of the
Tot-a4 City's Total Allocation of' Funds set forth in Appendix D attached to the
Agreement. These quarterly payments shall be made on or before July 15, October 15,
January 15, and April 15 of each fiscal year. The total amount paid to DOI shall not, in
any event, exceed the City's Total Allocation of Funds set forth in Appendix D attached
to this Agreement for the Scopes of Services stated in Appendix A, Appendix R. and
Appendix C attached to this Agreement. DGI may submit requests for additional City
fiords subject to availability and approval by City Council. Additionally, any DMSD
Funds paid to DOI pursuant to this Agreement shall be accounted for separately from all
other funds held by DOI.
TERM, The Term of this Agreement shall he comprised of the Initial
6.
Term and any and all Renewal Terms as hereinafter defined. Unless previously
terminated in accordance with the provisions of Section 17 of this Agreement, this
Agreement shall run from the Effective Date until June 30, 2014 (the "Initial Term").
Upon expiration of the Initial Term, this Agreement shall automatically renew for an
additional one-year term, from July 1 until June 30 (a "Renewal Term"). unless one of
the parties hereto shall provide the other party hereto with notice of aonrenewal at least
thirty (30) days prior to the renewal date. Even though the Agreement will automatically
renew. the parties with respect to any Renewal Term may amend or modify the Scope of
Services to be provided by DOI in this Agreement and any of the Appendices or the
amount of funds to be provided to DOI to perform any of the Scope of Services in the
Renewed Agreement. Thereafter, upon expiration of each Renewal Term. this Agreement
shall automatically renew for an additional one-year term, from July 1 until June 30,
unless one of the parties hereto shall provide the other party hereto with notice of
nonrenewal at least ninety (90) days prior to the renewal date. For avoidance of doubt,
the termination or modification of One or more specific Service Projects in accordance
with the provisions of the Appendices hereto \Yin not terminate this Agreement:
provided, however, that in the event of termination of all of the Service Projects in
accordance with the provisions of the Appendices hereto. this Agreement shall terminate
automatically without airther notice or action or the parties.

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 to property proximately caused by or resulting from the sole negligence, in whole or in
part, of Indemnitees.
TERMINATION WITHOUT CAUSE. Either the City or DC11 may
17.
terminate this Agreement without cause, provided that the terminating party provides one
hundred eighty (180) days' notice prior to the effective date of the termination. For the
avoidance oh' doubt, the Appendices contain provisions relating to termination for cause,
right to cure. etc.. related to specific Service Projects.
18.
ASSIGNMENT. Dal may not assign this Agreement without the prior
written consent of the City Manager or designee. It shall be within the sole discretion of
the City whether to consent to such assignment. Notwithstanding the foregoing. DGI is
hereby expressly authorized to employ, retain, or contract with personnel or organizations
to administer, manage. or provide any or all of the services to be provided by DGI under
this Agreement, and otherwise to accomplish the purposes of this Agreement. For the
avoidance of doubt, this section of this Agreement shall not be deemed to prevent DGI
from awarding subcontracts to qualified professional contractors to provide any or all of
the services to be provided by DO under this Agreement, and the City hereby expressly
consents to such subcontracting, provided, nevertheless, that any such subcontract shall
not relieve DGI of its responsibilities under this Agreement.
19.

MISCELLANEOUS.

Choice of Law and Forum. This Agreement shall be deemed made
A.
in Guilford County, North Carolina. This Agreement shall be governed by and
construed in accordance with the law of North Carolina. The exclusive forum and
venue for all actions arising out of this Agreement shall be the North Carolina
General Court of Justice, in Guilford County. Such actions shall neither be
commenced in, nor removed to, Federal Court, except as the parties to this
Agreement may jointly agree.
Waiver. No action or failure to act by the City shall constitute a
B.
waiver of any of its rights or remedies that arise out of this Agreement, nor shall
such action or failure to act constitute approval of or acquiescence in a breach by
DC11. except as may be specifically agreed in writing.
Performance of Government Functions. Nothing contained in this
C.
Agreement shall he deemed or construed as to in any way stop, limit, or impair
the City from exercising or performing any regulatory. policing, legislative,
ministerial, governmental, or other powers or functions,
Severability. If any provision of this Agreement shall be
D.
uncntbrecable, the remainder of this Agreement shall be enforceable to the extent
permitted by law.
No Third Party Rights Created. This Agreement is intended for the
E.
benefit of the City and DGI. and not any other person or entity.

21

 Notice. All notices or other communications required or permitted
under this Agreement shall be in writing, or shall be in electronic farm and
delivered by electronic means. and shall be deemed to have been given when
delivered in person, upon confirmation of receipt when transmitted by facsimile
or electronic mail, one (I) business day after when delivered to a recognized next
business day courier, or. if mailed, three (3) business days after when deposited in
the United States mail, return receipt requested, addressed as follows or to such
other address as notice shall have been given pursuant hereto:
To the City:

City Manager
City of Greensboro
300 West Washington Street
Greensboro. NC 27401
Electronic Mail
Facsimile 3 36-373-21 17

Telephone 336-373-2002

To Downtown Greensboro Incorporated
President and Chief Executive Officer
122 N. Elm Sheet
Suite 609
Greensboro. NC 27401
Electronic Mail 5heyrie, @ dotxiii- ow;ILyeet-40(..1.rnfitFacsimile 3,34.,- 5 . 7`1 - of
Telephone 55c, 3`r - 06kO
Modification. A modification of this Agreement is not valid unless
G.
such modification is evidenced by a writing signed by both parties and it is
otherwise in accordance with requirements of law. Further. a modification is not
enforceable against the City unless signed on behalf of the City by (A) the Mayor.
the City Manager, or a Deputy or Assistant City Manager, and (1i) the City Clerk.
with each such signature to be deemed to constitute conclusive evidence that such
signature was duly authorized.
Entire Agreement. This Agreement contains the entire Agreement
between the parties pertaining to its subject matter. With respect to that subject
matter. there are no promises, agreements. conditions, inducements, warranties. or
understandings between the parties. written or oral, expressed or implied. other
that as set forth or referenced in this Agreement.

I.

lleadings. All headings that appear after section numbers and

section letters in this Agreement are included for convenience only and shall not
affect the interpretation of this Agreement.

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 Each of the City and DG1 has approved this Agreement, and has authorized an officer or
a public official to execute this Agreement on its behalf.
[The remainder of this page is intentionally blank. Signatures begin on next page.

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CITY OF 

 44, 4 

ils:

DOWNTOWN GREENS BORO INCORPORATED

 

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