HomeMy WebLinkAbout1995-06-12 95-275 ORDERACTION
Date June 12 1995 Item No. 95-275
Item/Subject: Authorizing Execution of Contract with Bangor
.Center Management Corporation
Responsible Department: Community & Economic 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, 1995 - June 30, 1996.
The proposed budget is $66,000. The Corporation did not
request general fund support for the upcoming fiscal year.
The proposed Contract would provide reimbursement to the City
for out of pocket expenses in administering the program and
reimbursement. to the City of up to $20,000 for additional law
enforcement services in the District.
Depa tmenttment Head
Budget Approval:
/W Finance aired
Legal Approval:
�
City solicitor
Introduced For
X Passage
_ First Reading Page I Of
Referral
City
/ �AX
Manager
Associated
Information:
Budget Approval:
/W Finance aired
Legal Approval:
�
City solicitor
Introduced For
X Passage
_ First Reading Page I Of
Referral
95-2)5
Aeei�ed W Counedoc Cohen June 12, 1995
CITY OF BANGOR
QIREJ (Orberr, Authorizing Execution of Contract, with Bangor
-........ ._. .....-
___ CenterManagement Corporation
By we cup Cowell of aty Of Denver
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 theCity Clerk, with the Bangor
Center Management Corporation for purposes of providing management
services and administration of the development program for the
Bangor Center Development District for the period July 1, 1995 -
June 30, 1996.
IN CITY COUNCIL 95-215
June 12, 1995 O R D E R
P d
Title,
WCLER
AutfiotinnF Execution of Connraat. with
Ea�eo� eeocer M.- n. aaem.. 66'Cdf66feEidd:'
......� ...............................
Geuua- a
;�Aem�ea ra
...... IiLCV. 4............
Councilman
95-275
BANGOR CENTER MANAGEMENT SERVICES RACT
AGREEMENT made and entered into the day of ,
1994, at Bangor, Maine, by and between the CITY OF BANGOR, 8
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 (herein
termed the "CORPORATION'). - „
WITNESSETH:
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 services of the
CORPORATION in connection with the CITY's efforts to promote
development of the Bangor Center Development District (herein
termed "EGOS"), 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
AGREEMENT, _
NOW, THEREFORE, in consideration of the foregoing recitals
and of the payments to be made hereunder 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
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
B M- i d d 995-1996
as adopted by the Bangor city Council by its passage of Council
Order 95- on June 12, 1995 and incorporated herein as
Addendum A.
95-275
2/
2. INDEPENDENTCONTRACTOR. 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 onan
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 or
advisory services for any other client in any manner in 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. F The CORPORATION shall be compensated for all
services to be rendered hereunder on an annual basis of Forty -
Three Thousand Dollars ($43,000.00) for the duration of this
Agreement, to be paid installments of 75k, Thirty -Two Thousand
Two Hundred Fifty Dollars ($32,250.00), on July 1, 1995, and 25&,
Ten Thousand Seven Hundred Fifty Dollars ($10,750.00) to be due
January 1, 1996. It is understood that the CORPORATION shall be
solely and exclusively responsible for all expenses incurred by
it and its staff. 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. IS . The term of this AGREEMENT shall commence an July
1, 1995 and shall expire on June 30, 1996.
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.
95-225
3/
6. TERMNATION BY 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 interests
of the CITY arising out of the CORPORATION'S
obligations and undertakings 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.
T,owRO MRPORATION. 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.
E,4 LVj�RPC Upon the expiration of the term or
any extension thereof, or upon the termination of this AGREEMENT
pursuant to either Paragraph Y or E 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.
9. ASSIGNMENT. This AGREEMENT has been made and entered
into by and between the CITY and-EANGOR 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.
95-275
4/
10. AEp IC L W. C OL. 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, N TICP.S, Notices to the CITY provided for in this
AGREEMENT shall be sufficient if Sent by registered or certified
mail, 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 or
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. CHANGES. The CITY may, from time to time, request
changes in the scope of their services of the CORPORATION to be
performed hereunder. such changes, including 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. KACK gITI&S. 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 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 subcontractors with such laws.
14. RONALEMPLOYMENT OPPORTGNIZY. During the performance
of this AGREEMENT, the CORPORATION will not discriminate against
any employee or applicant for employment because of race, color,
religion, sex, age, handicap, or national origin. The
CORPORATION will take affirmative action to ensure that
applicants are 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.
95-275
5/
15. COM S. 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. SUBCONTRACTING. 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 OF MEMSER OF TEE 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. INTEREST OF CORPORATION. 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
r 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. ACCESS TO RECORDS. 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
showing in detail its income and expenses; will permit the CITY
and its representatives to 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. REST@. The CORPORATION shall prepare and deliver to
the City Managerof the City of 'Bangor for distribution to the
City Council of the City of Bangor, semi-annual reports
describing the CORPORATION activities anprogress in performing
the services and activities described in the Bangor Center
Matzo t Corporation d et 3.995-1996 as adopted by
the Bangor City Council by its passage of Council Order 95 -
on June 12, 1995 and incorporated herein as Addendum A.
95-275
6/
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:
Frank Farrington
Its President
BCMC2/MgmtCont'