HomeMy WebLinkAbout1990-06-25 90-249 ORDERv
wuncii zcr on
Date: Jnne 11. 1990 It® NO. 90-249
sten R Ject: Authorising execution of Contract with Bangor Center
Management Corporation
Beeponsible Department: Community ami ecomomic Development
Commusity Development Division
Commentary:
At its June 25th meeting the Council should pass an Order authorising
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, 1990 - June 30, 1991.
LLBegartsmant Head
Manager's Cmmmemta:'�,�jQ�fle gd�ro NiOw0,4 .I...ell jn alyAf,.�
City Manager
associated Information: 0/40,
Budget Approval:
Pinanl'e Director
Iagal Approval:
c
'ty SolfbItor
Introduced For:
x Passage
Pirat Beading Page 1 of 1
Referral
90-269
Awignsd to Counegor Sullivan, June 25. 1990
CITY OF BANGOR
(TITLE) @rb". eutn zing sxeeutiw of Contract with Bangor Center
._. .. __.. ..........
BY the My Conned Of the Oft ofBamomr:
THAT the City Banger is hereby authorized and directed, on
behalf of the City of Bangor, to execute a contract, in a form
approved by the City Solicitor, 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, 1990 - June 30, 1991.
90-249
ORDIR
IN CITY COUNCIL
June 25, 1990
Pas
Title,
Authorizing Execution of Contract
............................
CIT RR
Savior Center Maregement
CorM1
oration
V.
to
/Aaaiyped
......9
Councilman
90-249
BANGOR CENTER BRENT SERVICES CONTRACT
AGREEKENT made and entered into the day of July, 1990,
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 MANHGRMBNT CORPORATION, of
Bangor, Penobscot County, State of Heine (herein termed the
•'Corporation.).
W I T N E S S E T R,
WHEREAS, the Corporation has expertise and experience in the busi-
ness 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
develop the Bangor Center Development District (herein termed "BCDD•'),
as an active, vital multi -functional central business district; and
WHERRAS, 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 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 here-
under by the Corporation, and for other valuable considerations, the
City and the Corporation do hereby covenant and agree as follows,
1. SRRv10ES. The Corporation shall perform and render manage-
ent, 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 Banaor
Center Management Corporation Work Program and Budget 1990-1991 a
adopted by the Bangor City Council by its passage of Council
Order on 1990 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 a
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 'a 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 to understood that the Corpora-
tion 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 authorised only if
the Corporation first makes suitable arrangements with the City by
separate Agreement or by amendment to this Agreement.
3. PEES. The Corporation shall be compensated for all services
to be rendered hereunder on an annual basis of
Dollars ($ ) for the duration of
this Agreement, and to be paid in equal monthly installments of
Dollars ($ ) each, beginning July 11
19900 with alike payment 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 the services 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 Dis-
trict. All expenses incurred and necessary for the provision of and
staffing of such office, shall be the sole and exclusive responsi-
bility of the Corporation in providing the services contemplated
hereunder.
5. TERM. The term of this Agreement shall commence on July 1,
1990 and -shall expire on June 30, 1991.
6. OPTION. No option for continuance of this Agreement beyond
its expiration date shall be provided for. Any continuance will be
negotiable by both parties, dependant solely on the City of Bangor's
approval of the performance of the Corporation's work, and the agree-
ment of the City Council for an additional appropriation for such
work.
J. TERMINATION BY CITY. This Agreement may he terminated by the
City, upon thirty (30) days' advance written notice to the Corpora-
tion, in the event that:
(a) The Corporation shall fail or refuse to perform the
agement, 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 activi-
ties or business in conflict with the interest of the
City arising out of the Corporation's obligations and
undertakings hereunder; or
-2-
(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.
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 E 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.
10. ASSIGRWENT. 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 with-
out the prior expressed written consent of the City.
11. APPLICABLE I , CONTROL. This Agreement hoe 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. Sections 5251-5260. The Corporation
may at all tinea 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.
12.ljOT CES. Notices to the City provided for in this Agreament
shall be sufficient if sent by registered or certified mail, return
receipt requested, postage prepaid, to City Manager, City of Bangor,
City Bell, 73 Barlow Street, Bangor, Mine, 04401; and notices to the
Corporation to be sent by registered or certified mail, return receipt
requested, postage prepaid, to Bangor Center management Corporation,
Suite 3C, 29 Franklin Street, Bangor, Maine, 04401; or to such other
respective addressee as the parties may designate to each other in
writing from time to time.
-3-
13. CHANGES. The City may, from time to time, request changes in
the scope of their services of the Corporation to be performed here-
under. 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.
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-EICNEACE RULES. 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 applicableAnti-Kickback" laws and shall insert
appropriate provisions in all subcontracts covering work under this
Agreement to insure compliance by subcontractors with such laws.
16. EQUAL EMPLOYMENT OPPORTUNITY. 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 affirma-
tive action to ensure that applicants are employed, and that employees
are treated during employment, without regard to their race, color,
religion, sax, age, handicap or national origin.
The Corporation will, in all solicitations or advertisements for
employees state that all qualified applicants will receive consider-
ation for employment without regard to race, color, religion, sex,
age, handicap or national origin.
17. COMPLIANCE WITH LOCAL LAWS. The Corporation shall comply with
all applicable lams, 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., Sections 5251-5260.
18. SUBCONTRACTING. The Corporation shall be fully responsible to
the City for the acts and omissions of its subcontractors, and of
persona either directly or indirectly employed by the Corporation.
19. INTEREST OF MEMBER of THE Cl". 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.
-4-
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-
nants 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 authorized
representatives shall have access to any books, documents, papers, and
records of the Corporation which are directly pertinent to this Agree-
ment for the purpose of making audit examination, excerpts, and tran-
scriptions. The Corporation shall preserve all such records for a
period of seven years. The Corporation shall maintain full and cor-
rect 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
cords are customarily kept and Corporation hereby agrees to furnish
to the City within sixty (60) days after the close of each fiscal year
n audited financial statement of the operation of the Corporation
reflecting income (including sources thereof) and expenses, such state-
ment to be prepared by a certified or other competent accountant satis-
factory to the City.
22. MUNICIPAL DEVELOPMENT DISTRICT ADVISORY BOARD. 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. Section 9870 to advise the City Council on matters pertain-
ing to, (1) establishment of a municipal development district for the
Bangor Center Revitalization Area, or any portion thereof, (2) plan-
ing, construction and implementation of any development program for
any such district, and (3) maintenance and operation of any such dis-
trict after completion of any development program. The Corporation
Shall provide to the Municipal Development District Advisory Board
such information as requested by the Board to 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
Bancor Center Management Corporation Work Procram and Budget 1990-1991
as adopted by the Bangor City Council by its passage of Council
Order an , 1990 and incorporated herein as
Addendum A. The reports shall be delivered no later than the last
working day of the month of September 1990, December 1990, March 1991
and June 1991. Nine copies of the report shall be delivered to the
Municipal Development District Advisory Board and ten copies to the
City.
-5-
IN WITNESS WHEREOF, the parties hereto have executed this Agree-
ment at Bangor, Maine, on the day and year first above stated.
Signed, Sealed and Delivered
in the Presence of CITY OF BANGOR
BYt
Witness Edward A. Barrett
Its City Manager
BANGOR CENTER MANAGEMENT CORP.
BYt
David Bryant
Its President
-6-