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HomeMy WebLinkAboutRES.1192.08-05-1996 BILL NO. 96-227 RESOLUTION NO. u`i� A RESOLUTION AUTHORIZING THE CITY MANAGER TO EXECUTE AN AGREEMENT WITH THE CAPE GIRARDEAU REDEVELOPMENT CORPORATION BE IT RESOLVED BY THE COUNCIL OF THE CITY OF CAPE GIRARDEAU, MISSOURI, AS FOLLOWS: ARTICLE 1. The City Manager, for and on behalf of the City of Cape Girardeau, Missouri, is hereby authorized to execute an Agreement with the Cape Girardeau Redevelopment Corporation. A copy of said Agreement is attached to this Resolution and made a part hereof. ARTICLE 2 . The City Council of the City of Cape Girardeau, Missouri, does hereby give its consent for the assignment of this Agreement with the Cape Girardeau Redevelopment Corporation to the Cape Girardeau Chamber of Commerce. PASSED AND ADOPTED THIS .�tCi DAY OF L '�'� �_'' , 19 �(1. . ,. A. . Spradling, III ayor ATTE5T: ;°4. , ~ �z ���� � � � ,�'� � � r � ;� �.�" �.�� �r� ,��K�� �� _ � ��ir�,�� = Gay� L. Conrad Deputy City Clerk � ' , AGIt�������i�' THIS AGREEMENT, made and entered into this day of , 199fi, by and between the City ol Cape Girardeau, Missouri, a municipal corn��rati��n, hercinafter referred to as the "City and the Cape Girardeau Redevelopment Corp��ration, a Missouri Corporation, hereinaiter referred to as the "Corporation." WITNESSETH: 1. TERM This contract shall run from July l, 199(� to June 30;1997. 2. SCOPE OF SEIZVICES The Corporation will implement the pr�jects described in the Final Devel��pment plan appr��ved by the Cape Girardeau Citv Council in Ordinance No. 176, which was adonted September 5, 19�4. These projects must be pre-apprc�ved by the D��wntown Special Business District Advisory Board. 3. CONTRACT ADMINISTR�.'�'IOhT The City designates its City Manager (or his designated alternate) as its representative t�� whom all communications re?ated to the scope of work, cost, schedule, and personnel matters shall be directed. The Corporation designates Charles �,. Hutsc�n, President of the Corporation (��r his designated alternate) as its representative for all work performed under this c<�ntract. The representatives shall have primarS� responsibility and auth<�rity on hehalf ot each party to administer the a�ntract and t� agree t�pon pr��cedures f��r coordinating the efforts��f bo�l� parties. 4. FURNISHING INFORMATION All information, data, and reports as are existing, available, and necessary fur the carrying out of the work shall be furnished to the Corporation without charge by the City and the City shall cooperate with the �'orporation in every way possible in carrying out the services. 5. COPYRIGHTS The Corporation shall defend, indemnifv and h�ld the City harmless from any and aIl claims or causes of acti��n, including unlimited attorney's fees and legal expenses, arising ��ut ��f or based up��n any alleged infringement of any cop5� right, «r any alleged invasi�m or infringement of any right ol ar.y third party in c��nnection with the C��r���rati��n's perlormancc ��f work hereunder. 6. �REPORTS A. Yearlv Reports The Corporation shall submit a year-end report ro later than sixty (60) days f��llowing the close of this cc�ntract period as set out in Para�raph 1 abc�ve. This report shall provide an evaluation of each step of the program. B. Other Reports The Corporation shall submit to the City such other reports as may be reciuested ��r are necessary to inform the Ciry of problems which require City action. 7. PERSONNEL Personnel hired by the Corporation to perform the services required under this agreement shall nat be em�loyees of or have any contractual relationship with the City. All of the services required hereunder shall be performed under the Corporation's direct supervision and all pers<�nnel engaged in the work shall be fully qualitied. 8. SUBCONTRACTING None of the work or services covered by this contract shall be subcontracted or assigned without the written approval of the City. 9. PAYMENT Payments for services under this contract will t�e made at such time as each individual pr��ject is ce�mpleted. The Corporation shall submit by the third working day of each month, f��r payment by the 2Oth of that month, a requisition for payment and a statement of services rendered. The requisition shall be acce�mp�niec� by proof oi payment ��r valid bills. The Corporatian shall certify that the payment requested is solely for services rendered under this agreement. The City will compensate the Corp<�ration only for costs actually incurred in the perf��rmance of this agreement. It is expressly understood that in r.c� event will the tc�tal reimbursement un�ier the terms of this c��ntract exceed the sum of the tax revenues received tr��m the Special Business District #'Z fund for the 1996-97 budget year. Any surplus tax revenues currently held by the City may be used to pay previously unpaid invoices f��r projects performeci as set out in the Final Development Plan. It is expressly understood by the parties that payment to the Corporation for work performed under this contract shall be made solely from revenues derived trom the Downtown Special Business I�istrict fund. In the event that a statutc�ry tax prt�test or a lawsuit is filed challenging, in any way, the validity of this tax, Corporation may terminate this contract upon giving written notice of such termination to the City. The City shall pr��mptly notify Corporation of any such tax protest or lawsuit. -?- 1O. TERMINATION If, through any cause, the Corporation shall 1ai1 t�� fulfill in a timely and pr��per manner its ��bligations under this c��ntract, or if the Corporation shall vi��late any oi� the covenants, agreements or stipulations of this contract, the City shall tnereupon have the right to terminate this contract by giving written notice to the Corp<�ration ot such terminati��n and specifying the elfective day of such termination. The City may, without cause, terminate this contract upon sixty (6O) days prior written notice. In either such event, the Cc�rpc�ration and its subcontractc�rs shall cease all work on the praject and all finished or unfinished dc�cuments, data, studies, surveys, drawings, maps, mc�dels, phc�tographs, and reports of other materials prepared by the Corp��ration, becomes the property of the City, and the Corpc�rati�m shall be entitled to receive just and equitable compensati��n for any satisfactory work completed on the pr��ject or ��n such documents ��r other materials. Notwithstanding the ab��ve, the Corporation shall n��t be relieved ot liability to the City for damages sustained by the City by virtue of any breach of this a�ntract by the Corp<�ratic�n. 11. RIGHT OF AUDI'I' A. Corporation's Books and Records: The Corporation shall keep accurate reports and other records showing in full detail the c��sts f<�r which the Corporation claims reimbursement. The City may examine at any time during regular business hours such time and expense reports and other records at the C�rp��ration's office and the Corporation agrees that it will produce such records whenever reasonably required by the City. The unrelated general books and financial records ��f the Corp��ration will not be available for examination. Any examination shall be performed at the expense uf the City. If such examinati��n sh��uld disclose that the city has paid the Corp��ration f��r lab��r hours which have nc�t in fact been worked, for services not in fact rendered, or tor other costs not expended din accordance with the c��ntract,t the Corporation shall refund to the City an am��unt equal to any such excesses. B. Subcontractor's Books and Records: The Corporation agrees to include the substance of this secti<�n in all subc��ntracts t�� be pc:rt��rmed ��n a cost reimbursable, hourly rate, or similar basis, giving to the City the right tc� audit, at its ��wn expense, the bouks and rec��rds pertaining to any such subc�mtractor. 12. INSURANCE During the performance ot all work under this contract ��r nay subcontracts hereunder, the C��rporation shall maintain the following insurance c��verage at no additional cc�st to the City -3- and pr��vide satisfact��ry evidence of covc;rage prior to the c<�mmencement of any work. 1. W��rker's C�mpensati�>n - as required by law: $5O0,000. 2. Comprehensive General Liability, including personal injury and contractual liability with minimum limits of: $1,000,000 Bodily Injury and ProPerty Damage combined. 2. Comprehensive Aut��m�bile Liability, including owned, non-��wned, and hired cars, with minimum limits of: $1,00O,OO(1 Badily Injury and Prc�perty Damage combined. All evidence issueci in supp��rting these requirements must provide f��r the City as an "additional insured", with a minim thirty (30) day n��tice c�i cancellatic�n. all evidence ��f insurance is to be scnt to the City Mana�er's Office, City H��11, 4O1 independence, PO B��� 617, Cape Girardeau, MO 637O2-0617. 13. DISCRIMINATION The Corp��ration agrees in the perlormance of this contract n��t t�� discriminate on thc basis <�i race, creed, color, national original <�r ancestry, sex, religion, handicap, ��r �olitical opini��n or affiliation, against any employee of the Corporation or applicant for employment and shall include a similar provision in all subcontracts let or a��varded hereunder. 14. INDEPENDENT CONTRACTOR The Corporation is an indepcndent contractor and nothing contained herein shall a�nstitute ��r designate the C��rporation or ani of its agents or employees as agents or employees oi the City ��f Cape Girardeau, Missc�uri. The Corporation shall n��t he entitled t�� any of the benefits established for the empl��ye�s ��f the City nar be covered ;by the Worker's Cc�mpensati��n Program f<�r the City. 15. INDEMNIFICATION AND LIABILITY The parties mutually agrce to the fc�llowing: A. In n� event shall the City be liable t�� the Corporati��n for special, indirect, or a�nseyuential damages, arising out of��r in any way connected with a breach of this contract. N�� claim or claims c�f any kind, either separately c�r in the aggrebate, by the Corporation, against the City, and in any way arising out of or in any way c<�nnected with this cc�ntract, whether based �m negligence <�r breach ��f contract, shall be greater in amaunt that the allowable expenses under paragra�h 9. B. The Cc�rp��rati��n shall defend, indemnify, and h��ld the City harmless fr��m -4- and against any and all claims, losses, and causes of actic�n arising out oi� personal injuries, including death, and damage to property which are incurred by any person, including the City, the C��rporatic�n or any third party arising out of or in any way connected with the services perf��rmed by the Corporation pursuant t�� this agreement. 16. APPLICABLE LAWS The Corporation agrees t�� comply with all laws of the United States of America, the State c�f Missauri anci the City of Cape Girardeau which are applicable to work being perf��rmed by thc C��rpc�ratian under this c��ntract. 17. .TURISDICTION The parties mutually agree that jurisdiction and venue f��r purposes of any action resultinb f��rm this contract by the parties shall be in the Cape Girardeau Circuit Court in Cape Girardeau, Missc�uri. l�. NTOTICES All notices required or permitted under and reUuired to be in writing may be given hy first class mail addressed to the City Manager at 401 Inciependence, P.O. Box 617, Cape Girardeau, Missouri 63702-0617 and the Cape Girardeau Redevelopment Corporati��n, P.O. Box 9K, Cape Girardeau, Missouri 637O2-0O9K. < -5- The date ��f delivery of any n��tice shall be the date falling ��n the second full day after the day c�i its mailing. CITY OF CAPE GIRARDEAU, MISSOURI City Manager ATTEST: Deputy City Clerk CAPE GIRARDEAU REDEVELOPMENT CORPORATION President ATTEST: Secretary/Treasurer -b- �SSIGNMENT OF CONTRACf THiS AGREEMENT is made this day of , 1996, by and between the Caae Girardeau Redevelopment Corporation, a Missouri Corporation, hereinafter re�erred to as th� "Assignor", and Cape Girardeau Chamber of Commerce, hereinafter referred to as the "Assignee". WHEREAS, the Assignor on day of , � 996, entered into a contract with the City of Cape Girardeau, Missouri, u�on the terms set forth in the original contract, a copy of which is attached hereto and made part hereof by reference as though fu�ly set out herein; and WHEREAS, the contract is by its terms assignable with the written consent of . the City Council of Cape Girardeau, Missouri, which consent has been obtained, and the Assignee desires to acquire the rights and is willing to assume the obligations ofi Assignor thereunder. !T IS TNEREFORE AGREED: 1 . The Assignor hereby assigns to the Assignee ali its interest in the contract with the City of Ca�s Girardeau, Missouri, dated day of , 1996. 2. The Assignee hereby assumes and covenants to perform al! the obligations of the Assignee under the contract and guarantees to hold the Assignar harmless from any claim or demand made thereunder. IN WITNESS WHEREOF, the parties hereto have entered into this Assignment of Contract the day and year first above written. CAPE GIRARDEAU REDEVELOPMENT CORPORATION President ATTEST: Secretary/Treasurer CAPE GIRARDEAU CHAMBER OF COMMERCE President . ATTEST: Secretary 2.