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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 ServicesThe 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. CompensationThe 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 AccountingThe 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.

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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 andcosts 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 personnelarising 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.

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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:

_____

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