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PROFESSIONAL SERVICES AGREEMENT THIS PROFESSIONAL SERVICES AGREEMENT made and entered into this the ______ day

of February, 2013, by and between Triad Real Estate and Building Industry Coalition (TREBIC), Hereinafter designated as the Consultant, and the City Managers Office of the City of Greensboro, describes services to be performed by the Consultant. The parties hereto do mutually agree as follows: Part 1 Services 1. Scope of Services The Consultant will assist the City in pursuing revisions to the Jordan Lake Nutrient Management Rules for Existing Development, New Development and Riparian Buffers the interpretation and implementation of these rules. The Consultant will coordinate with other interested parties; and will assist the city with such activities as research; development of proposals for revisions; and monitoring and reporting action by the North Carolina Legislature and North Carolina Department of Environment and Natural Resources during the 2013 Legislative Session. Scope includes routine expenses such as transportation within the state of North Carolina, telephone, postage, copies and meals. Scope does not include attorney services. Time of Performance This Agreement shall be effective on the date first mentioned above and shall be terminated at the earlier of the end of the 2013 Legislative Session or upon passage of legislation or rules effecting the change sought. 2. Compensation The Consultant shall be paid the sum of TWENTY-FIVE THOUSAND DOLLARS ($25,000.00) during the term of this Agreement. The City will pay the Consultant in conformance with this Agreement fifty percent upon execution of the Agreement, followed by two payments of twenty-five percent each, the final payment being due upon completion of the work, subject to receipt of an invoice specifying services rendered under the terms of the Agreement. The invoice shall show expenditures by line item and date for which the Consultant is seeking reimbursement. Within twenty-five (25) days of receipt by the City of an acceptable invoice, payment will generally be made, unless the Consultant is notified otherwise. 3. Financial Accounting The Consultant shall maintain financial records in accordance with generally accepted accounting principles and practices. The City retains the right to recover any questioned costs or overpayments from the Consultant.

5.

Waiver of Claims

The Consultant waives any and all claims arising out of this Agreement against the City, and acknowledges that the City has and accepts no liability with respect to any activity conducted under this Agreement. The Consultant waives all claims against the City and agrees to hold the City harmless on any claims against the City based on any activities conducted by the Consultant. Consultant shall carry general liability insurance independently of the City upon entering into this agreement and for the duration of the agreement.

6.

Mediation and Litigation

In the event any dispute shall arise between the City and the Consultant in connection with the terms of the Agreement or the services provided by the Consultant pursuant to the Agreement, City and Consultant agree to submit such dispute to mediation, each party to bear their own costs. In the event of litigation between the City and the Consultant arising under, related to, or in connection with the Agreement, the prevailing party shall be entitled to recover reasonable attorneys fees and costs from the non-prevailing party.

7.

Independent Contractor

Nothing herein creates or establishes an employer and employee relationship, joint venture or partnership between the parties. Consultant is not an agent, representative, or employee of the City. Consultant is and shall remain an independent contractor under this Agreement. Any and all personnel employed by the Consultant, while Consultant is engaged in the performance of any activity under this Agreement, shall have no implied contractual arrangement with the City and shall not be considered employees of the City, and any and all claims of said personnel while so engaged that may arise under the North Carolina Workers Compensation Act, and any and all claims whatsoever of any personnel arising out of employment or alleged employment by Consultant including, without limitation, claims of any discrimination against the Consultant shall in no way be the responsibility of the City. Consultant shall not subcontract any portion of the work to any individual or entity without written authorization from the City. 8. Termination Either party may terminate this agreement by providing ten (10) days notice in writing to the other, effective upon receipt. In the event of termination, the City will make payment to the Consultant for all services completed as of the date of termination and no further payment shall be due.

9.

Equal Opportunities/Non-Discrimination

Consultant hereby agrees that it will comply with the Civil Rights Act of 1964 as amended and all requirements imposed by the Act and the regulations. No person shall, on the grounds of race, color, sex, age, religion, national origin, or handicap, be excluded from participation in, be denied benefits of, or otherwise be subjected to discrimination under any program or activity of Consultant; and Consultant hereby gives assurance that it will immediately take any measures to assure compliance.

10.

Amendments

All amendments to this Agreement shall be in writing and executed by all parties.

IN WITNESS WHEREOF, the City and the Consultant have executed this Agreement as of the date first written above.

Attest:

(Consultant)

By:

_____ Title Title/Seal