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HomeMy WebLinkAbout1989-06-12 89-261 ORDERDate June s 1989 Item No. 09-2610 Item/Subject: Authorizing Execution of Contract with Bangor Center Management Corporation Responsible Department: Community and Economic Development _______________________________________________________________________ Comaantary: At its June 26th meeting the Council should pass an Order authorizing 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, 1989 - June 30, 1998. Department Head Comments: V 11-01 ., 40 Information: Budget Approval: ------- _________ Finance Director. ----------------------------------------------------------------------------- Legal Approval: _ - - City Rolicftor ----------------------------------------------------------- Introduced For: Passage _ First Reading ^^ (�� __ 3[ Referral � off. b/(� C .—J Page 1 of 1 - 89-281 Awlgsed W Csuador- Sexl, Tuve 12, 1989 CITY OF BANGOR Autho ivin Execution of Contract with Ban mau rUro .._- g.... .. ... 9°r _.... Center Management corporation 1 1— By the CUM CmawU of Ow My of Apgar: ORDRRRD, THAT the City Manager is hereby autboriaed 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 duly 1, 1989 - June 30, 1990. In CitY Council Sune12.1989 Refs to June 26th Mating C ity In City mw l Sure 26,1989 Pas8 -Vote 8 Yes 1 No . Voting Yes Engla 1,Saw lsax1l5�, Sounsu e,8ultvan,Tilley wring No No Blanchette city cletic 89-261 0R➢ER Title, Authorizing F.kewtion a Contmct with ...................................... COIItP2 M1l9eWg91p11t W1 ratl ........... I.......................... Cicwaw U. �c(.� Ae®gned to Counci.... lmn 89-261 BANGOR CENTER MANAGEMENT SERVICES CONTRACT AGREEMENT made and entered -into the day of July, 1989, 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"). W I T N E S S E T H; 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 develop the Bangor Center Development District (herein termed "BCDD"), as an active, vital multi -functional central business district; and WHEREAS, the City and the Corporation have agreed upon the terms, conditions and compensaiton 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 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 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 s and activities described in Bangor Center Management Cp[pp[atiOnpP[pg [am and snags[ Informa- tion 1989-1990 a adopted by [he Bangor City Coundl by its passage of Council Orders on , 1989 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 independent contractor with the City. While it shall not be required 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 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 contract or by amendment to this Agreement. 89-261 3. FEES. The Corporation shall be compensated for all services to be rendered hereunder onanannual basis of boilers 1$ ) for the duration of this contract, and to be paid in equal monthly installments of Dollars and ($ ) each, beginning July 1, 1989, with a like payment to be due on the Core day of each month thereafter. It i understood that the poration shall be solely and exclusively responsible for all expenses incurred by it and its staff. It is further agreed that expenseswhich 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 District. All expenses incurred and necessary for the provision of and staffing of such office, shall be the sole and exclusive responsibility of the Corporation in providing the services contemplated hereunder. 5. TERM. The term Of this Agreement shall commence on July 1, 1989 and shall expire on June 30, 1990. 6. OPTION. No option for continuance of this contract 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 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) daysadvance 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 n 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 i conflict with theinterest of the City arising out of the Corporation's Obligations and undertakings hereunder; or (0) 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 Contract by the Corporation, and the City may withhold any payment to the Corporation for the purpose of setoff until such time as the exact mount of damages due the City from the Corporation is determined. B. 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 r shall fail to promptly meet any of its financial obligations a to the Corporation hereunder. -2- 9. DELIVERY OF RECORDS. Upon the expiration of the term or any extension thereof, or upon the termination of this contract 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 respondence files, relating to any projects with respect to which heshall have been involved hereunder, and shall not thereafter knowingly utilize any of such information or data in any manner contrary to the interests of she City. 10. ASSIGNMENT. This Agreement has been made and entered into by and between the City and Bangor Center Management Corporation. It is agreed that this contract 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 Subchapter III -B, Municipal Development Districts, Title 30 M.R.S.A. Sections 4861-4870. 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. 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 pre -paid, to City Manager, City of Bangor, Hall, 73 Harlow Street, Bangor, Maine, 04401; and notices to the Corporation to be sent by registered or certified ail, return receipt requested, postage pre -paid, to Bangor Center Management Corporation, Suite 318, 6 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 the 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. 14. PERSONNEL. All the services required, hereunder, will be performedbTorporation 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 15. ANTI -KICKBACK RULES. Salaries of persons 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 -Kickback" laws and shall insert appropriate provisions in all subcontracts covering work under this Contract 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,rnational origin. The Corporation will take affirmative action to ensure that applicants are employed, and that employees are treated during employment, withoutregard 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 applicantswill receive consideration for employment without regard to race, color, religion, sex, age, handicap or national origin. -3- 17. COMPLIANCE WITH LOCAL LAWS. The Corporation shall comply with all applicable laws, ordinances, and codas of the State and Vocal governments, and shall commit no trespass on any public or private property in performing any of the work embraced by this Contract. 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 M.R.S.A., Sections 4861-4870. 18. SUBCONTRACTING. The Corporation shall be fully responsi- ble to the City —�lre acts and Omissions of its subcontractors, and of persons either directly or indirectly employed by the Corporation. 19. INTEREST OF MEMBER OF THE CITY. No member of the governing body of the City, and no other publrc 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 c n ants that it presently 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 covenants 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 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 aertified or other competent accountant satisfactory to the City. 22. MUNICIPAL DEVELOPMENT DISTRICT ADVISORY BOARD. The City by passage of Council Order 85-325 on Octo a 16, 1985 established a Municipal Development District Advisory Board under the provisions of 30 M.R.S.A. Section 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 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 Bangor Center Management Corporation Proaram and Budaet Information 1989-1990 as adopted by the Bangor City Council by its passage of Council Order on , 1989 and incorporated herein as Addendum A. The reports shall be delivered no later than the last working day of the month of September 1989, December 1989, March 1990 and June 1990. Nine copies of the report shall be delivered to the Municipal Development District Advisory Board and ten copies to the City. FN 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: Edward A. Barrett Its City Manager BANGOR CENTER MANAGEMENT CORP. BY: Judy Collier Ito President -5-