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Home My WebLink AboutRES.867.09-20-1993 . t , • BILL NO. 93-224 RESOLUTION NO. ��;�� 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 Corporatin to the Cape Girardeau Chamber of Commerce. PASSED AND ADOPTED THIS T�?t7-.tk� DAY OF + , 19 �J . ��1l�C.�,��!� Francis E. Rhodes, Mayor ATTEST: � , Gayl L. Conrad, Deputy City Clerk AGREEMENT � THIS AGREEMENT, made and entered into this �2�/�1� day of .�,k��d,�%� , 19�, by and between the City of Cape Girardeau, Missouri, a municipal corporation, hereinafter referred to as the "City" and the Cape Girardeau Redevelopment Corporation, a Missouri Corporation, hereinafter referred to as the "Corporation. " WITNESSETH: 1. TERM This contract shall run from .7uly 1 , 1993 to June 30 , 1994 . 2 . SCOPE OF SERVICES The Corporation will implement the projects described in the Final Development Plan approved by the Cape Girardeau City Council in Ordinance No. 176, which was adopted September 5, 1984 . 3 . CONTRACT ADMINISTRATION The City designates its City Manager (or his designated alternate) as its representative to whom all communications related to the scope of work, cost, schedule, and personnel matters shall be directed. The Corporation designates Charles L. Hutson � President of the Corporation (or his designated alternate) as its representative for all work performed under this contract. The representatives shall have primary responsibility and authority on behalf of each party to administer the contract and to agree upon procedures for coordinating the efforts of both parties. 4 . FURNISHING INFORMATION Al1 information, data, and reports as are existing, available, and necessary for the carrying out of the work shall be furnished to the Corporation without charge by the City and the City shall cooperate with the Corporation in every way possible in carrying out the services. 5. COPYRIGHTS The Corporation shall defend, indemnify and hold the City harmless from any and all claims or causes of action, including unlimited attorney's fees and legal expenses, arising out of or based upon any alleged infringement of any copyright, or any alleged invasion or infringement of any right of any third party in connection with the Corporation's performance of work hereunder. 6. REPORTS A. Yearly Reports The Corporation shall submit a year-end report no later than sixty (60) days following the close of this contract period as set out in Paragraph 1 above. 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 requested or are necessary to inform the City of problems which require City action. 7 . PERSONNEL Personnel hired by the Corporation to perform the services required under this agreement shall not be employees 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 personnel engaged in the work shall be fully qualified. 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 be made at such time as each individual project is completed. The Corporation shall submit by the third working day of each month, for payment by the 20th of that month, a requisition for payment and a statement of services rendered. The requisition shall be accompanied by proof of payment or valid bills. The Corporation shall certify that the payment requested is solely for services rendered under this agreement. The City will compensate the Corporation only for costs actually incurred in the performance of this agreement. It is expressly understood that in no event will the total reimburse- ment under the terms of this contract exceed the sum of Twenty-Six Thousand Dollars ($26, 000. 00) . 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 from the Downtown Special Business District Fund. In the event that a statutory tax protest 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 -2- City. The City shall promptly notify Corporation of any such tax protest or lawsuit. 10. TERMINATION If, through any cause, the Corporation shall fail to fulfill in a timely and proper manner its obligations under this contract, or if the Corporation shall violate any of the covenants, agreements or stipulations of this contract, the City shall thereupon have the right to terminate this contract by giving written notice to the Corporation of such termination and specifying the effective day of such termination. The City may, without cause, terminate this contract upon sixty (60) days prior written notice. In either such event, the Corporation and its subcontractors shall cease all work on the proj ect and al l f inished or unfinished documents, data, studies, surveys, drawings, maps, models, photographs, and reports of other materials prepared by the Corporation, becomes the property of the City, and the Corporation shall be entitled to receive just and equitable compensation for any satisfactory work completed on the project or on such documents or other materials. 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 this contract by the Corporation. 11. RIGHT OF AUDIT A. Cor�oration's Books and Records: The Corporation shall keep accurate reports and other records showing in full detail the costs for 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 Corporation'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 of the Corporation will not be available for examination. Any examination shall be performed at the expense of the City. If such examination should disclose that the City has paid the Corporation for labor hours which have not in fact been worked, for services not in fact rendered, or for other costs not expended in accordance with the contract, the Corporation shall refund to the City an amount equal to any such excesses. B. Subcontractor's Books and Records: The Corporation agrees to include the substance of this section in all subcontracts to be performed on a cost reimbursable, hourly rate, or similar basis, giving to the City the right to audit, at its own expense, the books and records pertaining to any such subcontractor. -3- 12 . INSURANCE During the performance of all work under this contract, or any subcontracts hereunder, the Corporation shall maintain the following insurance coverage at no additional cost to the City and provide satisfactory evidence of coverage prior to the commencement of any work. l. Workers' Compensation - as required by law: $500, 000. 2 . Comprehensive General Liability, including personal injury and contractual liability with minimum limits of: $1, 000, 000 Bodily Injury and Property Damage combined. 3 . Comprehensive Automobile Liability, including owned, non-owned, and hired cars, with minimum limits of: $1, 000, 000 Bodily Injury and Property Damage combined. All evidence issued in supporting these requirements must provide for the City as an "additional insured" , with a minimum thirty (30) day notice of cancellation. All evidence of insurance is to be sent to the City Manager' s Office, City Hall, 401 Independence, P. O. Box 617 , Cape Girardeau, Missouri 63701. 13 . DISCRIMINATION The Corporation agrees in the performance of this contract not to discriminate on the basis of race, creed, color, national origin or ancestry, sex, religion, handicap, or political opinion or affiliation, against any employee of the Corporation or applicant for employment and shall include a similar provision in all subcontracts let or awarded hereunder. 14 . INDEPENDENT CONTRACTOR The Corporation is an independent contractor and nothing contained herein shall constitute or designate the Corporation or any of its agents or employees as agents or employees of the City of Cape Girardeau, Missouri. The Corporation shall not be entitled to any of the benefits established for the employees of the City nor be covered by the Workers' Compensation Program for the City. -4- 15. INDEMNIFICATION AND LIABILITY The parties mutually agree to the following: A. In no event shall the City be liable to the Corporation for special, indirect, or consequential damages, arising out of or in any way connected with a breach of this contract. No claim or claims of any kind, either separately or in the aggregate, by the Corporation, against the City, and in any way arising out of or in any way connected with this contract, whether based on negligence or breach of contract, shall be greater in amount that the allowable expenses under paragraph 9 . B. The Corporation shall defend, indemnify, and hold the City harmless from and against any and all claims, losses, and causes of action arising out of personal injuries, including death, and damage to property which are incurred by any person, including the City, the Corporation or any third party arising out of or in any way connected with the services performed by the Corporation pursuant to this agreement. 16. APPLICABLE LAWS The Corporation agrees to comply with all laws of the United States of America, the State of Missouri and the City of Cape Girardeau which are applicable to work being performed by the Corporation under this contract. 17 . JURISDICTION The parties mutually agree that jurisdiction and venue for purposes of any action resulting from this contract by the parties shall be in the Cape Girardeau Circuit Court in Cape Girardeau, Missouri. 18 . NOTICES Al1 notices required or permitted under and required to be in writing may be given by first class mail addressed to the City Manager at 401 Independence, P. O. Box 617 , Cape Girardeau, Missouri 63702-0617 and the Cape Girardeau Redevelopment Corporation, P. O. Box 98 , Cape Girardeau, Missouri 63702-0098 . -5- { , ( The date of delivery of any notice shall be the date falling on the second full days after the day of its mailing. CITY OF CAPE GIRARDEAU, MISSOURI !�• I/ 0. ��,� C ' y Manager ATTEST: ' ' r ;f Deput City Clerk CAPE GIRARDEAU REDEVELOPMENT CORPORATION � President � ATTEST: �'��. , ;, ,=��/;' ,-� ;�• Secretary/Treasurer -6- v y, " � ., ASSIGNMENT OF CONTRACT THIS AGREEMENT is made this i r� day of ��' ' _, 1993 , by and between the Cape Girardeau Redevelopment Corporation, a Missouri Corporation, hereinafter referred to as the "Assignor", and Cape Girardeau Chamber of Commerce, hereinafter referred to as the "Assignee" . WHEREAS, the Assignor on �� day of � i , 1993 , entered into a contract with the City of Cape Girardeau, Missouri, upon the terms set forth in the original contract, a copy of which is attached hereto and made part hereof by reference as though fully 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 of Assignor thereunder. IT IS THEREFORE AGREED: 1. The Assignor hereby assigns to the Assignee all its interest in the contract with the City of Cape Girardeau, Missouri, dated d/� day of �,��2� , 1993 . 2 . The Assignee hereby assumes and covenants to perform all the obligations of the Assignee under the contract and guarantees to hold the Assignor 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 �� C,� President ATTEST: ,,�� /' , �' _ �-l`.: Secretary/Treasur`er CAPE GIRARDEAU CHAMBER OF COMMERCE � � ,,' / � �., President ATTEST: ,, �� . �,� �� ;;��, '>�, .. �� < <<< �, ' Secretary - 2 -