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HomeMy WebLinkAbout1988-06-27 88-296 ORDERDate June 21. 1988 Item No. 88-296 lam/SubjeeC nuthorizing Execution of Contract with Danger Center Management Corporation Responsible Department: Planning and Monstrosity Development Commentary: At its June 27th meeting the Council should pass an Order authorizing the City Manager to execute a contract with the Bangor Center Manespement Corporation for the purpose of providiug management services end administration of the Deveiopeent Program for the Bangor Center Developosent District for the period July 1, 1988 - June 30, 1989. p Pmmer Hour Manager's Comments: -s,(i14Vi� .tsy� �yM6at `�v`CK. %nd-/tavavr•Vy�M f;y Aunciated Information: Budget Approval: £ine aeq're Legal Approval: Ty SOP040, my ced For Passage El First Reading - Page_ of ❑Referral 88-296 Introduced by Councilor Tilley, June 27, 1988 CITY OF BANGOR (TITLE) (0rbEra nano ivanE Beemitiv, of c traoc,.. ith Bator cenver _...... By he City Coaxal! ofUe MtV of Bowser. ;0;7oAAWu TEAT the City Manager is hereby authorized and directed, on behalf of the City of Bangor, to execute a contract, ina 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, 1988 - June 30, 1989. IN CITY COUNCIL June 27, 1980 Passed CITY CLERK 88-296 ORDER Title, A.tborieing execution of Contract with Bangor Center Management Corporation ...................................... Introduced and filed by �ni>man yn�2? 6'459 CCgv' ClICFNaCk ye, �7S6 BANGOR CENTER MANAGEMENT SERVICES CONTRACT AGREEMENT made and entered into the day Of July, 1988, 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 i ection with the City's efforts to promote and develop the Bangor Center Development District (herein termed •BCDD"), a active, vital multi -functional central business district anon 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 asan 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 theCorporation, 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 services and activities described n Rancor Center ManaO em ent COCDO ratio nPIOO [am and Budget Data 198]-1989 as adopted by the Bangor city Councll by its passage of Council Order 88-220 on May 9, 1908 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 he 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 imajority of its staff's time to providing such services. Further, t is understood that the Corporation shall not undertake any additional consulting or advisory services for any other client in any m in conflict with the Purposes and objectives of this Agreement[ or with the interests of the City, except with the express prior written consent ent of the City. In the event the Corporation pursues otheractivities 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. 3. FEES. The Corporation shall be compensated for all services to be rendered hereunder o annual basis of One hundred -forty thousand Dollars ($140;000.00) for the duration of this contract, and to be paid in equal monthly installments of Eleven -Thousand Six - Hundred Sixty -Six Dollars and Sixty -Six cents ($11,666.66) each, beginning July 1, 1988, with a like payment to be due on the s 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 ces 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 red 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. S. TERM. The term of this Agreement shall commence on July 1, 1988 andshall exprie on June 30, 1989. 6. OPTION. No option for continuance of this contract beyond its expiration date shall he 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) 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 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 in conflict with the interest 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, 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 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 contract pursuant to either Paragraph 7 or 8 above, the Corporationshalldeliver to the City all of its files and other data, excepting only personal correspondence files, relating to any projects with respect to which he 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 contract may not be assigned to any third party without the prior expressed written consent of the City. 11. APPLICABLMR- LAW: CONTROL. This Agreement has been made and entered into and shall be c natrued 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 s— flail be sufficient if sent by registered or certified ail, return receipt requested, postage pre -paid, to City Manager, City of Bangor, City 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 310, 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 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 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, or national origin. TheCorporation - 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 applicants will receive consideration 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 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 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 for the 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 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 convenants that it presently has n interest and shall not acquire any interest, direct ore indirect, which would conflict 1n any manner or degree with the performance of its services hereunder. TheCorporation further covenants that in the performance of this Agreement n person having any such interest shall be employed. 21. ACCESS TO RECORDS. The City, o any of its duly authorized representativesa fives shall haveha% access to any rbooks, 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 X 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 160) 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 acertified or other competent. accountant satisfactory. 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: Edward A. Barrett .Its City Manager BANGOR CENTER MANAGEMENT CORP. BY: Judy Collier -Its President It should be pointed out that the four properties on the easterly side of Ohio Street are presently served by septic systems, which would be eliminated if the sewer a extended. For these reasons, the City Engine recommends that the sewer extension be undertaken as described above as soon aspossible. Plans of the proposed sewer extension are on file in the office of the City Engineer. Respectfully submitted. JTP:S kp John T. crawler. city Engi ea -2-