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.