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HomeMy WebLinkAbout1996-06-10 96-274 ORDERCOUNCIL ACTION Date .Tues 1D. 1996 Item No. 96-270 Item/subject: Authorizing Execution of Contract with Bangor Cerner Management Corporation Responsible Department Community & Fmnomic Development This Order authorizes rhe City Manager to execute a Contract with the Bangor Center Management Corporation for rhe purpose of providing management services anal administration of the Development Program for the Bangor Center Development District for the period July 1, 19%- June 30, 1991. The proposed budget is $65,034. The Corporation did not refuter general fuM support for the upcoming fiscal year. The proposed Contract would provide reimburseman to the City of up W $36,234 for out of pocket expenses mal personnel costs in administering Ne program and reimbursement W the City of up W $15,000 for additional law eMorcement services in tle District (2 officers during the summer morphs and in December). / n Dopar t Head' Ilanager•a Counts Associated Information:Ordµ, Budget Approval: /�,,�,'���',`'('��^`';�/ #Frrwnca Director Legal Approval: ,\1 S A T Cc y Boli i - Introduced for: I I Passage Pirat Heading Referral Page _ of_ 96-276 Aedgaed to Councilor Poppe[ June 10, 1996 CITY OF BANGOR (TITLE.) WrbCir-,._....._Autmlwng Execution of Contract with Bangor Center... Management Corpmation ..._...-- .. _........... ........ ..... ._...1 1.... By the City Coun.i! of the Qty of8aayor ORDEREDs THAT the City Manager is hereby authorized and directed, on behalf of the City of Bangor, to execute a contact, a copy of winch is on file in the Office of the City Clerk, with the Bangor Center Management Corporation for purposes of providing management services ab administration of Ne developmem program for the Bangor Center Development District for the period July 1, 1996 - Jure 30, 1997. e. IN CITY COUNCIL June . 10; 1996 Pae,eed 96-274 ORDER CITY CLEM Title, AUtTarlvlog Execution of Contract with Bangor Center Management Corporation Oil �AuiFu/gyned to Cowcilman 96-YI6 AGREEMENT made and entered into the day of 1996, at Bangor, Maine, by and between the CITY OF BANGOR, a Maine municipality located in Penobscot County, State of Maine (herein termed the "CITY"), and BANGOR CENTER MANAGEMENT CORPORATION, of Bangor, Penobscot County, State of Maine, d/b/a Bangor Center Corporation, (herein termed the "CORPORATION"). WHEREAS, the CORPORATION has expertise and experience in the business of centralized management, marketing and promotional events involving the Bangor Center Development District; and WHEREAS, the CITY wishes to secure the a of the CORPORATION in connection with the CITY efforts to promote 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 and pursuant to which the CORPORATION will provide such services as an independent contractor with the CITY, and do now desire and intend to set forth herein the full, sole and exclusive terms of their AGRBBMENT, NOW, THEREFORE, in sideration of the foregoing recitals and of the payments to be made hereunder by the CITY t0 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 covenant and agree as follows: 1. SERVICES. The CORPORATION shall perform and render management, promotional, marketing, landscaping and supplemental law enforcement services to and for the benefit of the CITY during the period of this AGREEMENT, as an independent contractor with the CITY, and for the sole and exclusive use and benefit of the CITY, namely those services and activities described in the 199E-1997 Bangor enter Corooration Program and Sudden as adopted 96-2)6 by the Bangor City Council by its passage of Council Order 96 - on June 10, 1996 and incorporated herein as Addendum A. 2. INDEPENDENT CONTRACTOR. In the rendering Of the services provided for above, the CORPORATION shall at all times act 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 contractor with the CITY. While it shall not be required to account for its staff's time on an hourly or daily basis, it is understood and agreed that the CORPORATION shall, during the term of this AGREEMENT, and any extension thereof, devote a majority of its staff's time to providing such services. Further, it is understood that the CORPORATION shall not undertake any additional consulting o advisory services for any other client inany m 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. In 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 first makes suitable arrangements with the CITY by Separate AGREEMENT or by amendment to this AGREEMENT. 3. pup... The CORPORATION shall be compensated for all services to be rendered hereunder o annual basis of Forty -One Thousand and Forty-six Dollars ($41no46.00) for the duration of this Agreement, to be paid as needed by the CORPORATION. It i 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 rendered hereunder, shall not be the responsibility of the CITY. 4. TERM. The term of this AGREEMENT shall commence on July 1, 1996 and shall expire on June 30, 1997. S. OPTION. The execution of this Agreement shall not be deemed to constitute an option to continue this AGREEMENT beyond its expiration date. Any extension or continuation 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 work, the City Council's prior approval of an additional appropriation for such work. 96-274 6. TRRMINATSON 9Y CITY. This AGREEMENT may be terminated by the CITY, upon thirty (30) days advance written notice to the CORPORATION, in the event that: (a) The CORPORATION shall fail or refuse to perform the management, marketing and promotional services provided for hereunder; provided, however, that no such failure shall be declared by the CITY hereunder without first giving the CORPORATION written notice of the specific details and grounds of any such alleged failure, and a reasonable opportunity to cure same, or (b) In the event the CORPORATION shall engage in any activities or business in conflict with the intereaca of the CITY arising out of the CORPORATION'S obligations andundertakings hereunder; or (c) In the event that the CORPORATION shall willfully disregard any express written instruction, authorization 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 virtue of any breach of the AGREEMENT by the CORPORATION, and the CITY may withhold any payment to 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 HY CORPORATION. This AGREEMENT may be 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. S. p IV RFl, Y nc RemRnR. Upon the expiration of the term o any extension thereof, or upon the termination of this AGREEMENT pursuant to either Paragraph 7 or 8 above, the CORPORATION shall deliver to the CITY all of its file and other data, excepting only personal correspondence files, relating to any 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 manner contrary to the interests of the CITY. 96-274 9. AS.R TQNKR.NT. This AGREEMENT has been made and entered into by and between the CITY and BANGOR CENTER MANAGEMENT CORPORATION. It is agreed that this AGREEMENT may not be signed to any third party without the prior expressed written consent of the CITY. 10. APPLICABLE LAW: CONTROL. This AGREEMENT has been made and entered into and shall be construed under the Laws of the State of Maine including the provisions of Chapter 207, Municipal Development Districts, Title 30-A, M.R.S.A. Section 5251-5261. The CORPORATION may at all times conclusively reply upon the authority of the person from time to time designated as the City Manager with respect to all matters, instructions and authorizations required hereunder. 11. NOTICES. Notices to the CITY provided for in this AGREEMENT shall be sufficient if sent by registered or certified ail, return receipt requested, postage prepaid, to City Manager, City of Bangor, City Hall, 73 Harlow Street, Bangor, Maine 04401; and notices to the CORPORATION to be sent by registered o certified mail, return receipt requested, postage prepaid, to Bangor Center Management Corporation, c/o Community & Economic Development Dept., 73 Harlow St., Bangor, Maine 04401; or to such other respective addressee as the parties may designate to each other in writing from time to time. 12.3�S. The CITY may, from time to time, request changes in the scope of their a of the CORPORATION t0 be performed hereunder. Such changes, eincluding any increase or decrease in the amount of the CORPORATION'S compensation, which are mutually agreed upon by and between the CITY and the CORPORATION, shall be incorporated in written amendments to this AGREEMENT. - 13. ANTI -KICKBACK Rm.Ee_, Salaries of persons performing work under this AGREEMENT shall be paid unconditionally and not less often that once a month without deduction or rebate on any account axcept only such payroll deductions a e permitted by law. TheCORPORATION 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 subcontractors with such laws. 14.EOUAL EMP�. During the performance of this AGREEMENT, the CORPORATION will not discriminate against 96-274 any employee or applicant for employment because of race, color, religion, seage, handicap, c national origin. The CORPORATIONwill take affirmative action to ensure that applicants a employed, and that employees are treated during employment, without regard 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, handicap or national origin. 15. COMPVI N - WITH MCni i.nN.c. The CORPORATION shall comply with all applicable laws, ordinances, and codes of the State and local governments, and shall commit no trespass on any public or private property in performing any of the work embraced by this AGREEMENT. The CORPORATION shall not engage in any activities, or expend any funds provided by the CITY for activities not permitted under the provision of Title 30-A, M.R.S.A. Section 5251-5260. 16. 9i CONT_o_nCTINI-. The CORPORATION shall be fully responsible of the CITY for the acts and omissions of its subcontractors, and of persons either directly or indirectly employed by the CORPORATION. 17. INTEREST OP MFlMRRE OR THE CITY. NO member Of the governing body of the CITY, and no other public official, officer, employee, or agent of the CITY shall have any personal interest, direct or indirect, in this AGREEMENT.. 18. TNTPREST OP MRMRnTiON. The CORPORATION covenants that it presently has to no interest and shall not acquire any interest, direct or indirect, which would conflict in any manner or degree with the performance of its services hereunder. The CORPORATION further covenants that in the performance of this AGREEMENT no person having any such interest shall be employed. 19. ACCER9 TO RRCOROB. The CITY, or any Of its duly authorized representatives shall have access to any books, documents, 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 shall maintain full and correct books and records 96-274 showing in detail its income e and expenses; will permit the CITY and its representativesntox examine said books and records and all supporting vouchers and data any time, and from time to time upon request by the CITY at the place in which such books and records are customarily kept. 20. 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 Bangor, s - nnual reports describing the CORPORATION activities eand progress in performing the services and activities described in the 1996-1997 Banoor Center corpora +on Prnvram and Bndaet as adopted by the Bangor City Council by its passage of Council order 96 - on June 10, 1996 and incorporated herein as Addendum A. IN WITNESS WHEREOF, the parties hereto have executed this AGREEMENT at Bangor, Maine, on the day and year first above stated. Signed, Sealed and Delivered in the Presence of CITY OF BANGOR By: Witness Edward A. Barrett Its City Manager BANGOR CENTER MANAGEMENT CORPORATION By: Witness Frank Farrington Its President BCMC2/MgmtCont