HomeMy WebLinkAbout1997-06-09 97-272 ORDERCOUNCIL ACTION
Date awls 9. 1999 Item No. 9V272
Itea/eubjecw Authorizing Execution of Contract with Bangor Center Management
Corporation
Responsible Department: Community & Ecmmmic Development
This Order authorizes the City Manager to execute a Contract with the Bangor Center
Management Corporation for the purpose of providing management services and administration
of the Development Program for the Bangor Center Development District for the period July 1,
1997 - June 30, 1998.
The proposed budget is $66,570. The Corporation did not request general fund support
for the upcoming fiscal year.
The proposed Connect would provide reimbursement to the City of up to 15,600 for out
of pocket expenses and personnel costs m administering the program and reimbursement to the
City of up to $10,000 for additional law enforcement services in the District (2 officers during the
summer months and in December).
�d
Departure Read
Nanager's Co®ants
ORP )1 4 \
1111-1
Associated Information: O.A.
Budget Approval: nn
NI Finance Director
Legal Approval: 9AtA 6M.
City Solicitor �1
x Passage
First Reading
Referral Page_ of_
97-272
Ae®gned bCauotilm naldecci Jute 9, 1997
CITY OF BANGOR
(TITLE,)�rDer, Authoming Execution of Contract with Bangor Corer _
Management Corporation
By the City Cmawil of W City ofBarpw:
ORDERED,
THAT the City. Manager is hereby authorized and directed, on behalf of the City of
Bangor, to execute a contract, a copy of which is on file in the Office of dre City Clerk, with the
Bangor Center Management Corporation for purposes of providing managemem services and
administration of the development program for the Bangor Center Development District for the
period July 1, 1997 - June 30, 1998.
IN CITY COUNCIL
June 9, 1997
Passed
CI CLEHN
97-272
ORDER
Title, Authorizing Execution of Contract
with Bangor Center Management Corporation
......... ............................
Z.al /sIX U. I
�Mig�ne�d to - k
.......
UU Councilman '
AGREEMENT made and entered into the _ day of , 1997, at Bangor,
Maine, by and between the CITY OF BANGOR, a Maine municipality located in Penabs ut
County, State of Mame (herein homed the "CITY"), and BANGOR CENTER MANAGEMENT
CORPORATION, of Bangor, Penobscot County, State of Maine, d@/a Bangor Center
Corporation (herein tensed the "CORPORATION").
WHEREAS, the CORPORATION has expertise and experience in de bosiness of
centralized managemrot marketing and promotional events involving the Bangor Center
Development District; and
WHEREAS, the CITY wishes to secure the services of the CORPORATION in coruscation
with the CITY'S efforts to promoe development of the Bangor Center Development District
(herein termed "BCDD"), as an active, vital multi -functional central business district; and
WHEREAS, the CITY and the CORPORATION have agreed upon the terms, conditions
and compensation under art pursuant to which the CORPORATION will provide such services
as an independent contractor with the CITY, art do now desire arta inert to set forth foredo the
full, sole until exclusive terms of their AGREEMENT,
NOW, THEREFORE, in con dideratim of the foregoing mcitals, and of the payments to
be made hereuader by the CITY to the CORPORATION, and of the undertakings and
performances to be made and performed hereunder by the CORPORATION, and for other
valuable considerations, the CITY and the CORPORATION do hereby revenuer and agree as
follows:
1. SERVICES. The CORPORATION shall perform and render mmagemem,
promotional, marketing, landscaping and supplemental law enforcement services to and for the
berefit of the CITY during the period of this AGREEMENT, as an independent contractor with
the CITY, and for the sole art exclusive use and bereftt of the CITY, namely those services and
activities described in the Center ti Development
Financial Plan as adopted by the Bangor City Council by its passage of Council Order 97- on
June 9, 1997 and incorporated herein as Addendum A.
2. INDEPENDENT CONTRACTOR. to doe rendering of the serrices provided for
above, the CORPORATION shag at all times air within the limitations of this AGREEMENT.
It shall not hold itself out to be an agency or office of the CITY, and shall be at all times an
independent wMactor with the CITY. While it shall net be required to account for its staffs time
on an hourly or daily basis, it is understood and agrced that the CORPORATION shall, during
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the term of this AGREEMENT, and any extension therref, devote a majority of its staffs time
to providing such services. Further, it is understood that the CORPORATION shall not undenake
any add'dioral consulting or advisory services for any other client in any manner id conflict with
the purposes and objectives of this AGREEMENT, or with the interests of the CITY, except with
the express prior written consent of the CITY. N the event the CORPORATION pursues other
activities or enterprises not contemplated hereunder within the Bangor Center Development
District, such activities or enterprises shall be authorized only if the CORPORATION fust makes
suitable artavgemen[s with the CITY by separate AGREEMENT or by ameudm of to this
AGREEMENT.
3. FEES. Tlx CORPORATTONshallbecompensaWdforallsefvicestobere.Wered
hereunder on an annual basis of Forty One Thousand Forty43ix Dollars ($41,224.00) for the
duration of this Agreement, to be paid as needed by the CORPORATION. It is understood that
the CORPORATION shall be solely and exclusively responsible for all expenses incurred by it.
It is further agreed that expenses which are not directly related to the services to be tendered
hereunder, shall not be the responsibility of the CITY.
4, 77rBbf_ Tire term of dds AG� shall commence on JWy 1, 1947 and shall
expire on June 30, 1998.
5, DPTTON. The execution of this Agreerceut shall not be deemed to constitute an
option to cmarnare this AGREEMENT beyond its exphation date. Any extension or wntinuation
of this Agreement will be negotiable subject to re- negotiation by either party. Any renewal of this
Agreement by the CITY shall depend on the CITY OF BANGOR'S approval of the performance
of the CORPORATION'S were, the City Council's prior approval of an additional appropriation
for such work.
6. TERMINATION BY CITY. TNS AGREEMENT mayhetermWamd by the CITY,
upon thirty (30) days advance written notice to flue CORPORATION, is the event that:
(a) The CORPORATION shall fall or refuse to pennon the management,
narrating and promotional serviccs provided for hereutder; provided,
however, that no such failure shall be declared by the CITY hereunder
without final giving the CORPORATION written notice of the specific
details add grounds of any such alleged failure, and a reasonable
opportunity to care same; or
(b) In the event flue CORPORATION shall engage in any activities or business
is conflict with the interests of the CITY arising out of the
CORPORATION'S obligations and undertakings hereunder; or
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(c) In the event not the CORPORATION shall willfully disregard any express
written instruction, authorimtion or prohibition given to it by the CITY, or
shall be convicted of any crime. -
Notwithstanding the above, the CORPORATION shall not be relieved of liability
to the CITY for damages sustained by the CITY by vnme of any breach of the AGREEMENT by
the CORPORATION, and the CITY may withhold any payment W the CORPORATION for the
purpose of setoff until such time as the exact amount of damages due the CITY from the
CORPORATION is determined.
7. TERMINATION BY CORPORATION. Tbis AGREEMENT maybe terminated
by the CORPORATION, upon the giving of thirty (30) days written notice, in the event that the
CITY, for any reason, shall fail to promptly meet any of its financial obligations to the
CORPORATION hereunder.
8. DELIVERY OF RFCORDg. Upon the expiration of the term or any extension
thereof, or upon the termination of Otis AGREEMENT purmant to either Paragraph 6 or 7 above,
the CORPORATION shall deliver to the CITY all of its files and other data, excepting only
personal coaespondence files, relating many projects with respect to which it shall have been
involved hereunder, and shall not thereafter knowingly utilize any of such information or data in
any maancr contrary to the interests of the CITY.
9. ASSIGNMENT. This AGREEMENT has been made and entered into by and
between the CITY arW BANGOR CENTER MANAGEMENT CORPORATION. It is agreed that
this AGREEMENT may not be assigned to any third party without the prior expressed written
consent of the CITY.
10, APPLCABI_E LAW CONTROL. This AGREEMENT has been made and
entered into and shall be command under the Laws of the Share of Maine including the provisions
of Chapter 207, Municipal Development Districts, Title 30-A M.R.S.A. $¢5251-5261. The
CORPORATION may at all [once conclusively reply upon the authority of the person from time
to time designated as the City Manager with respect Wall matters, instructions and authorizations
required hereunder.
11. NOTICES. Notices to the CITY provided for in this AGREEMENT shall be
sufficient if sem by registered or certified mail, return receipt requested, postage prepaid, to City
Manager, City of Hangar, City Hall, 73 Harlow Street, Bangor, Maine 04401; and notices to die
CORPORATION to be seat by registered or certified mat, return receipt requested, postage
prepaid, to Bangor Center Management Corporation, Go Community & Economic Development
Dept. 73 Harlow SL, Bangor, Maine 01401; or to such other respective addresses as Ore parties
may designate to each other m wriming from mime to time.
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12. C1 . The CITY may, from time to time, request changes in the scope of
their services of the CORPORATION to be perfonnad hereunder. Such changes, including any
increase or decrease in the amount of the CORPORATION'S compensation, which are nmNally
agreed upon by ant between the CITY and the CORPORATION, shall be incorporated in wiinen
commitments to this AGREEMENT.
13. ANTI -KICK A K RII cc, Salaries of persons performing work under this
AGREEMENT shall be paid unconditionally and mot less often Nan once a month without
deduction or rebate on any account except only such payroll deductions as are permitted by law.
The CORPORATION shall comply with all applicable "Anti -Kickback" laws and shall insert
appropriate provisions in all subcontracts covering work under this AGREEMENT to ensure
compliance by subcencramors with such laws.
]A. EQUAL EMPLOYMENT OPPORTIMITY. ]Turing the Performance of this
AGREEMENT, the CORPORATION will not discrimwate against any employee or applicant for
employment because of race, color, religion, sea, age, handicap, or national origin. The
CORPORATION will take affirmative action to ensure Nat applicants are employed, and that
employees are created during employment, without regaN to their race, color, religion, sex, age,
handicap or national origin.
The CORPORATION will, in all solicitations or advertisements for employees state
that all qualified applicants will receive consideration for employment without regard to race,
color, religion, sex, age, harcticap or national origin.
15. COMPLIANCE WITH LOCAL LAWS. The CORPORATION shall comply with
all applicable laws, ordinances, and codes of the State and local governments, atW shall commit
no trespass on may public or private property in performing any of the work embraced by this
AGREEMENT. The CORPORATION shall not engage in any activities, or empeM any minis
provided by the CITY for activities hot Partial usher the provisions of Title 3U -A M.R.S.A.
§¢5251-5261.
16. SUBCONTRACTING. The CORPORATION shall be fully responsible to the
CITY for the acts ant omissions of its subcontracmrs, ant of persons either directly or indirectly
en@loyed by the CORPORATION.
17. ] TF F -ST OF MFMRFR OF THE CRY. No member of the governing body
of the CITY, mal no other public official, officer, employee, or agent of the CITY shall have any
personal merest, direct or indiraY, in this AGREEMENT.
18. 2l1EHES1 OF CORPORATION. The CORPORATION covenants that it
presently las ro interest ant shall cot acquire any interest, direct or indirect, which would conflict
in any counter or degree with the performance of its services hereuMtt. The CORPORATION
further covenants tha in the perfomurace of this AGREEMENT no person having any such
interest shall be employed.
19. ACCESS TO RECORDS. The CITY, or any of its duly authorized representatives
shall have access in any books, document, papers, and records of the CORPORATION which
are directly pertinent to this AGREEMENT for the purpose of making audit examination,
excerpts, and transcriptions. The CORPORATION shall preserve all such records for a period
of seven years. The CORPORATION sinal! maintain full and correct books and records showing
in detail its income and expenses; will permit the CITY and its representatives to examine said
books and records and all supponing vouchers and data any time, and from ante to time upon
request by the CITY at the place in which such books and records are cusmmarily kept.
N. REPORTS. The CORPORATION shall prepare and deliver to the City Manager
of the City of Bangor for distribution to the City Council of the City of Duration, semi-annual
report describing the CORPORATION activities and progress in performing the services and
activities described in the 1297-1298 Bangurr Center
Financial Flan as adopted by the Bangor City Coowil by its passage of Council Order 97 -
on Jure 9, 199'1 and incorporated herein as Addendum A.
IN WITNESS WHEREOF, the parties herein have executed this AGREEMENT
at Burger, Maine, on the day and year first above stated.
CITY OF BANGOR
By:
Witness Edward A. Barren
Its City Manager
BANGOR CENTER MANAGEMENT CORPORATION
Witness Robert E. Collins
Its Prewar