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HomeMy WebLinkAbout1991-06-24 91-259 ORDERt,oummi Acorn Date June YS 199; Item No. 91-259 ay Authorizing Execution of Contract with Bangor Item/Subject: Center Management Corporation Responsible 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 and administration of the Develop- ment Program for the Bangor Center Development District for the period July 1, 1991 - June 30,-1992. The proposed budget is -$84,892 which is a 24% decrease from 1990-1991. The Corporation did not request general fund support for the upcoming fiscal year. The proposed Contract is similar to that approvedlastyear. The Community and Economic Development Committee has recommended approval. q�eoexr Hmd Manager's Comments: - - CilY Mnna ��� Associated Information: !�d 1 ryJc{ Budget App mal: Legal Approval Ciiy sawim, Introduced For [gJ Passage ❑First Reading page —ot— ❑pMerral 91-259 A®igmed to CowcJor Bragg, June 24, 1991 CITY OF BANGOR (TITLE.) Orber, Anthoxi I z fng Execution of Contra1. ct with Bangor Centex Management Corporation BY the City Council oft City o/Baapor. 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 the City Clerk, with the Bangor Center Management Corporation for purposes of providing management services and administration of the develoleoent program for the Bangor Center Development District for the period July 1, 1991 - June 30, 1992. 91-259 ORDER Title, F' ,¢pq¢oyizing, Execution of CanCrBCC with 1' �- Banker Center Management Corporation In City Council Tune 24,1991 r . ...................................... Public Hearing Held Vote for Passage' 5 yes 2 Moi.. Awed ed to, 2 Abstaining 9 voting ......... d.G�............ o yes i COunCllmen Bragg.Franke1.5axl.Coanaud Sullivan Voting NO Beldacci,Cohen Abstaining Sawyeg5tone -I M/ w City Clerk 91-259 BANGOR CENTER MANAGEMENT RRRVICES CONTRACT AGREEMENT made and entered into the day of , 1991, at Bangor, Maine, by and between the CITY OP BANGOR, a Maine munici- pality located in Penobscot County, State of Maine (herein termed the "CITY"), and BANGOR CENTER MANAGEMENT CORPORATION, of Bangor, Penobscot County, State at 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 is interested in securing the services of the CORPORATION in connection with the CITY'S efforts to promote and development the Bangor Center Development District (herein termed "BCDD^),active, vital multi -functional central business district; aand n WHEREAS, the CITY and the CORPORATION have agreed upon the terms, conditions and compensation under and pursuant to which the CITY will contract with the CORPORATION for such services as an independent contractor with the CITY, and de 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 and marketing 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 Bangor Center Manamemant Corporation d Budget 1991 1992 as adopted by the Bangor City Council by its passage of Council Order on June 24, 1991 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 indepen- dent contractor with the CITY. While it shall not be required t0 account for its staff's time on an hourly or daily basis, it is understood and agreed that the CORPORATION shall, during the tern of this AGREEMENT, and any extension thereof, demote a majority Of its staffs ties 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 i 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 o enterprises not contemplated hereunder within the Bangor Center Development District, such activities or enterprises shall be authorised 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 Eighty -Four -Thousand Eight Hundred Ninety -Two and 00/100 Dollars ($84,892.00) for the duration of this Agreement, and to be paid in equal monthly install- ments of Seven Thousand Seventy -Four and 33/100 Dollars ($7,.074.33) each, beginning July 1, 1991, with alike payments to be due on the same day of each month thereafter. 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 theservices to be rendered hereunder, shall not be the responsibility of the CITY. 4. OFFICE FACILITIES. As a part of the consideration of this AGREEMENT, the CORPORATION agrees to operate and staff an office to be provided by the CORPORATION within the Bangor Center Development District. All expenses incurred and necessary for the provision of and staffing of such office, shall be the sole and exclusive respon- sibility of the CORPORATION in providing the services contemplated hereunder. S. TERN. The term of this AGREEMENT shall Commence on July 1, 1991 and shall expire on June 30, 1992. 6. OPTION. No option for continuance of thisAGREEMENTbeyond its expiration date shall be provided for. Any continuance will be negotiable by both parties, dependent solely on the CITY OF BANGOR'S approval of the performance of the CORPORATION'S work, and the agreement of the City Council for an additional appropriation for such work. 7. 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 cures ; 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, 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. 8. 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 to the CORPORATION hereunder. 9. 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. 30. 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. 11. 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. gg 5251-5260. The CORPONATION 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 authorisations required hereunder. 12. 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 Harlow Street, Bangor, Maine 04401; and notices to the CORPORATION to be sent by registered orcertified mail, return receipt requested, postage prepaid, to Bangor Center Management Corporation, 2-5 State Street, Bangor, Maine 04401; -or to such other respective addresses as the parties may designate to each other in writing from time to time. 13. 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 AGRBRMENT. 14. PERSONNEL. All the services required, hereunder, will be performed by the CORPORATION or under its supervision and all personnel engaged in the work shall be fully qualified and shall be authorized or permitted under State and local law to perform such services. 15. ANTI-KICKBACK RULES. Salaries of persona performing work under this AGREEMENT. shall be paid unconditionally and not leas 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-Kickback" laws and shall insert appropriate provisions in all subcontracts covering work under this AGREEMENT to ensure compliance by subcontractors with such laws. 16. EQUAL EMPLOYMENT OPPORTUNITY. Oaring the performance of this AGRERMENT, the CORPORATION will not 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. 17. COMPLIANCE WITH LOCAL LAMS. 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 provisions of Title 30-A M.R.S.A. gg 5251-5260. 18. SUBCONTRACTING. The CORPORATION shall be fully respon- sible to the CITY for the acts and omissions of its subcontractors, and of persons either directly or indirectly employed by the CORPORATION. 19. INTEREST OP MEMEBR OP TH8 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. 20. INTEREST OF CORPORATION. The CORPORATION covenants that it presently has 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 cove - ants that in the performance of this AGREEMENT no person having any such interest shall be employed. 21. ACCESS TO RECORDS. The CITY, or any Of its duly authorised 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. 22. MUNICIPAL DEVELOPMENT DISTRICT ADVISORY ECARU. The CITY by passage of Council Order 85-325 on October 16, 1985 established a Municipal Development District Advisory Board under the provisions of 30 M.R.S.A. g 4870 to advise the City Council on matters pertaining to; (1) establishment of a municipal development district for the Bangor Center Revitalization Area, or any portion thereof, (2) planning, construction and implementation of any development program for any such district, and (3) maintenance and operation of any such district after completion Of any development program. The CORPORATION shall provide to the Municipal Development District Advisory Board such information as requested by the Board t0 enable the Board to carry out its responsibilities as outlined herein. 23. REPORTS. The CORPORATION shall prepare and deliver to the Municipal Development District Advisory Board, and to the City Manager Of the City Of Bangor for distribution to the City Council of the City of Bangor, quarterly reports describing the CORPORATION activities and progress in performing the services and activities described in the Bangor Center Management Corporation Proaram and Budget 1991-1992 as adopted by the Bangor City Council by its passage of Council Order on June 24, 1991 and incorporated herein as Addendum A. The reports shall be delivered no later than the last working day of the month of September 1991, December 1991, March 1992, and June 1992. Nine copies of the report shall be delivered to the Municipal Development District Advisory Board and tea copies to the CITY. 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 Angela R. Nickerson Its President