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HomeMy WebLinkAbout1993-06-14 93-315 ORDERU Date yVJune 7,V 1993 Item No.93=315 Authorizing Execution of Contract with Bangor Item/$ubjecv Center Management Corporation Respomible Department: Community and Economic Development Commentary: This Order authorizes the City Manager to execute a Contract with the Bangor Center Management Corporation for the purpose of providing management services andadministration of the Develop- ment Program for the Bangor Center Development District for the Period duly 1, 1993 - June 30, 1994. The proposed budget is $52,500. The Corporation did not request general fund support for the upcoming fiscal year. The proposed Contract Gould provide reimbursement to the City of up to $5,450 for out of pocket expenses in administering the program and reimbursement to the City of up to $22,000 for additional law enforcement services in the District (2 officers during the summer months and in December). �penin. �e xme Manager's Commems: LL6 Associated Information: Budget Appmwal: Fina re Dvea'tm Legal Approval: city Saws; ; Introduced For 12sxage `First Reading Nee of �I Referral 93-315 mdgaed to coumeilw Frankel, June 14, 1993 CITY OF BANGOR /p A - U . t . horizing ex1. ec tt n of Contract with Bangor Center rer, Management -Corporation .._.. .. ........... ............. ............ ...._ By Um City CmuzU of Oa City of Bangor: ORDERED, THAT the City Manager is hereby ,Authorized and directed, n behalf of the City of Bangor, to execute a contract, a copy of which is on file in the Office of the City Clerk, with the Bangor Center Management Corporation £or purposes of providing management services and administration of the development program for the Bangor Center Development District for the period July 1, 1993 - June 30, 1994 IN CITY COUNCIL June 16, 1993 Pas ITY C S 93-315 ORDER Title, AncAaiisiug.EYBCYt1NL a .Ga1[racC sdtn Bangor Center Management Corporation ...... ......................:....... Councilman oeren 93-315 BANGOR CENTER MANAGEMENT SERVICES CONTRACT AGREEMENT made and entered into the day of 1993, 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 (herein termed the "CORPORATION"). WITNESSETH WHEREAS, the CORPORATION has expertise and experience in the business of centralised 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 theCITY'S efforts to promote and development the Bangor Center Development District (herein termed "BCDD"), a active, vital multi -functional central business district; as 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 Manage- ment, 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 Banger Center Management Cemoratfon Program and Budget 1993 - 1994aadopted by the Bangor City Council by its passage of Council Order 93- on June 14, 1993 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 time n indepen- dent contractor with the CITY. While it shall not berequired 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 isunderstood 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. FEES. 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 in installments of 75%, Thirty -Two Thousand Two Hundred Fifty Dollars ($32,250.00), on July 1, 1993, and 25%, Ten Thousand Seven Hundred Fifty Dollars ($10,750.00) to be due January 1, 1994. It is understood that the CORPORATION shall be solely and exclusively responsible for all expenses incurred by it and its staff. It i 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 10 1993 and shall expire on June 30, 1994. 5. 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. 6. TERMINATION 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( xn the event that the CORPORATION shall willfully disregard any express written instruction, authoriza- tion 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 BY 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 tohe CORPORATION hereunder. S. DELIVERY OF RECORDS. Upon the expiration of the term or 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 files 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 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. 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. 555251-5260. 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 mail, return receipt requested, postage prepaid, to City Manager, City of Bangor, City Hall, 73 Marlow 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 s Economic Development Dept. 73 Harlow St., Bangor, Maine 04401; or to such other respective addresses a 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. ANTI-RICRRACR ROLES. Salaries of persona performing work under this AGREEMENT shall be paid unconditionally and not less often than 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-Eickback" laws and shall insert appropriate provisions in all subcontracts covering work under this AGREEMENT to ensure compliance by subcontractors with such laws. 14. EOOAL EMPLOYMENT OPPORTfINITY. During the performance Of this AGREEMENT, the CORPORATION will net discriminate against any employee or applicant for employment because of race, color, religion, s 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 con- sideration for employment without regard to race, color, religion, sex, age, handicap 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, and shall coamdt 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 provisions of Title 30-A M.R.S.A. 555251-5260. 16. SUBCONTRACTING. The CORPORATION shall be fully respon- sible to the CITY fox the acts and o of its subcontractors, and of persons either directly or indirectly employed by the CORPORATION. 17. INTEREST OF MEMBER OF 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. INTEREST OF CORPORATION. The CORPORATION covenants that it presently has no interest and shall not acquire any interest, direct r indirect, which would conflict in any manner or degree with the performance of its services hereunder. The CORPORATION further cove- nants chat 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; and CORPORATION hereby agrees to furnish to the CITY within sixty (60) days after the close of each fiscal year an audited financial statement of the operation of the CORPORATION reflecting income (including sources thereof) and expenses, such statement to be prepared by a certified or other competent accountant satisfactory to the CITY. 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, semi-annual reports describing the CORPORATION activities and progress in performing the services and activities described in the Bangor Center Management Corporation Program and Budget 1993-1994sadopted by the Bangor City Council by its passage of Council Order 93- on June 14, 1993 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: James Timmins Its President Proposed 1993-1994 Budget BANGOR CENTER MANAGEMENT CORPORATION Note 1 Administrative sespecified in the proposed budget (Expenditures - Item1.)cshall be provided by the City of Bangor through its Community and Economic Development Department. The cost of administration shall be reimbursed to the City by Bangor Center Management Corporation upon the City's invoice for such costa. Administrative services shall be provided on a cost reimbursement basis, not to exceed $5,450.00. Note 2 law enforcement services specified in the proposed budget (Expenditures Item 5.)shall be provided by the City of Bangor Police Department, as described in the Work Program. law enforcement services shall be provided on a cost reimbursement basis for City of Bangor overtime costs incurred beyond the normal cost of regular police patrol and law enforcement services in the Development District area, charges for said overtime costa not to exceed $22,000.00 total for the 1993-94 budget year.