HomeMy Public PortalAboutORD13822 BILL NO. 2004-119
SPONSORED BY COUNCILMAN VOGEL
ORDINANCE N0,
AN ORDINANCE OF THE CITY OF JEFFERSON, MISSOURI, AUTHORIZING THE
MAYOR AND CITY CLERK TO EXECUTE AN AGREEMENT WITH THE JEFFERSON
CITY CONVENTION AND VISITORS BUREAU, INC.
BE IT ENACTED BY THE COUNCIL OF THE CITY OF JEFFERSON, MISSOURI, AS
FOLLOWS:
Section 1. The Mayor and City Clerk are hereby authorized and directed to
execute an agreement with the Jefferson City Convention and Visitor's Bureau, Inc.
Section 2, This agreement shall be substantially the same in form and content
as the agreement attached hereto as Exhibit A.
ection 3, This Ordinance shall be in full force and effect from and after the date
of its passage and approval,
® Passed: `;�C.-.•� > .1�' ! `� Approved:
Presiding Officer Mayor
ATTEST: APPROVED AS TO FORM:
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City Clerk City Counselor
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C:61}1'iles Council Uuliwuucy N01J Io"1n1
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CITY OF JEFFERSON
CONTRACT FOR ADMINISTRATION OF LODGINGS TAX FUND
THIS AGREEMENT, made and entered into this day of 2005, by and
between the City of Jefferson, a municipal corporation, hereinafter r rred to as "City," and the
Jefferson City Convention and Visitors Bureau Inc. hereinafter referred to as "Contractor."
WHEREAS, the City has in place a lodgings tax approved by the voters which provides for
levying a tax upon guests; and
WHEREAS, the proceeds derived from said tax are to be used for the promotion, solicitation,
encouragement and development of tourism and conventions for the City of Jefferson, Missouri;
and
WITNESSETH, that in consideration of the premises and covenants herein, the City and the
Contractor hereby agree as follows:
1. Contractor Retained.
The City does hereby engage and retain the Contractor to render the services
hereinafter set out, and the Contractor does hereby agree to accept such engagement
and to discharge its duties in accordance with the terms and conditions below.
2. Term of Agreement.
The original term of this agreement shall be for a one year period beginning January 1, 2005,
through December 31, 2005. Upon agreement of both parties, this agreement may be renewed for
two (2) additional one (1)year periods.
3. Independent Contractor.
The Contractor's relationship to the City as established herein is as an independent contractor
and nothing contained herein shall constitute or designate the Contractor or any of its agents or
employees as agents or employees of the City.
4. Personnel To Be Provided.
The Contractor represents that Contractor has or will secure at its own expense, all personnel
required to perform the services called for under this contract by Contractor. Such personnel
shall not be employees of or have any contractual relationship with the City except as employees
of the Contractor. All of the services required hereunder will be performed by the Contractor or
under Contractor's direct supervision and all personnel engaged in the work shall be fully
qualified and shall be authorized under state and local law to perform such services. Contractor
shall be responsible for all items incidental to employment of said persons, such as, but not
limited to federal and state withholding taxes, F.I.C.A., and other payroll related costs.
5. Benefits Not Provided
The Contractor's employees shall not be entitled to any of the benefits established for the
employees of the City nor be covered by the Workmen's Compensation Program of the City.
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6. Submittal of Budget.
The Contractor shall submit to Council for its approval a line item budget for the upcoming
contract period. Following approval by the City, adjustments within the total amount approved
may be made of a minor nature with the approval of the Contractor's Board, provided that if
adjustments in major categories, i.e., Administration. Operations and Programs, exceeds ten
percent (10%) it shall not be made prior to receiving the approval of the City Council. If actual
revenue exceeds or is anticipated to exceed the total approved budget, the Contractor may request
a supplemental appropriation or budget the excess during the following fiscal year.
7. Transfer of Funds.
The City shall transfer all funds received from the lodgings tax on a monthly basis, less two
percent (2%) which shall be retained to cover City's expenses of administering the tax. The
monthly transfers shall occur on a delayed basis of thirty(30)days after funds are collected.
It is the intention of the City and the Contractor that the City will advance funds to the
Contractor for all budgeted expenditures, assuming revenues meet budgeted levels, in furtherance
of the activities of the Contractor. Said advances are to be made from the proceeds of the lodgings
tax received by the City. The Contractor will assume all expenses over the actual amount of tax
revenue.
8. Books and Records.
The Contractor and all its subcontractors, if any, shall maintain all books, documents, papers,
accounting records and other evidence pertaining to this contract, and shall make such materials
available at their respective offices during normal business hours throughout the contract term
and for a period of three (3)years following completion of the contract.
9. Monthly Financial Report.
The Contractor shall submit to the City Finance Director a monthly financial report of all funds
and expenses related to the contract.
10. Annual Report.
The Contractor shall submit to the City Clerk an annual written report of all activities related to
the contract.
11. Audit.
The Contractor shall submit to the City Finance Director a certified audit of all funds and
expenses related to the contract within ninety (90) days of the end of each contract period or
renewal period.
12. Title to Fixed Assets.
Title to all equipment and fixed assets purchased with City funds shall be vested in the City.
Contractor will not sell or otherwise dispose of any such equipment or fixed assets without the
express written approval of the City. Upon the acquisition of any such equipment or fixed assets,
the City's Director of Finance shall be notified for the purpose of tagging and inventorying.
13. Open Meetings.
Any meeting of the Board of Contractor during the term of this contract shall be subject to the
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open meetings law of the State of Missouri, as set out in Chapter 610 of the current Revised
Statutes of Missouri.
14. Assignment.
The Contractor shall not assign any interest in this contract, and shall not transfer any interest
in the same (whether by assignment or novation), without prior written consent of the City
thereto. Any such assignment is expressly subject to all rights and remedies of the City under
this agreement, including the right to change or delete activities from the contract or to terminate
the same as provided herein.
15. Nondiscrimination.
The Contractor agrees in the performance of this contract not to discriminate on the ground or
because of race, creed, color, national origin or ancestry, sex, religion, handicap, age, or political
opinion or affiliation, against any employee of Contractor or applicant for employment and shall
include a similar provision in all subcontracts let or awarded hereunder.
16. Liability.
The parties mutually agree to the following:
a. In no event shall the City be liable to the Contractor for special, indirect, or
consequential damages, except those caused by the City's negligence, arising out
of or in any way connected with a breach of this contract. The maximum liability
of the City shall be limited to the amount of money to be paid or received by the
City under this contract.
b. The Contractor shall defend, indemnify, and hold the City harmless from and
against all claims, losses, and liabilities arising out of personal injuries, including
death, and damage to property which are caused by the Contractor arising out of
or in any way connected with this contract.
17. Insurance.
Contractor shall procure, and prepay the premiums on, the following types of insurance in the
amounts as hereinafter set forth and current certificates showing the existence of such insurance
on forms as provided therefor by the insurance companies involved or by the City, which shall be
furnished to the City Clerk:
A. Workers' Compensation Insurance -- Contractor shall carry workers'
compensation and occupational diseases insurance as required by the statutes of
the State of Missouri from a company authorized to do business in the State of
Missouri and with a company which meets with the reasonable approval of City.
B. Automobile Liability Insurance -- Contractor shall carry in its own name,
automobile liability and property damage insurance with limits of not less than
three hundred thousand dollars ($300,000.00) for each person and two million
dollars ($2,000,000.00) for each accident and three hundred thousand dollars
($300,000.00) property damage liability, all in a company authorized to do
business in the State of Missouri and meeting with the reasonable approval of
City. The City shall not be in the policy as a named insured.
C. General Liability Insurance -- Contractor shall carry in its own name a
comprehensive general liability policy covering all of its operations other than
automobile, with limits of not less than two million dollars ($2,000,000.00) for each
occurrence and in the aggregate bodily injury and two million dollars ($2,000.000.00)
for each occurrence.
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D. Owner's Liability Insurance -- Contractor shall provide a policy of general liability
insurance covering City and the premises to be used as a public access facility with
limits of three hundred thousand dollars ($300,000.00) for each person, two million
dollars ($2,000,000.00) for each accident and five hundred thousand dollars
($500,000.00)for property damage.
E. Employee Honesty Blanket Bond -- Contractor shall provide a bond or policy of
insurance covering any and all employees who have access to any funds transferred in
conjunction with this contract with limits of at least twenty thousand dollars
($20,000.00) for each person.
All or any of the above insurance may be provided through a blanket insurance policy of the Contractor.
Each copy of the policy of. or certificate of, the above and foregoing insurance requirements must bear
the following special endorsement by the agent of the proposed insurance carrier.
This policy shall not be altered, materially changed or canceled without giving fifteen (15) days prior
written notice, by certified mail, to the Clerk of the City of Jefferson.
In the event any insurance policy required herein shall be canceled or altered or materially changed
without the approval of City, Contractor shall immediately obtain substitute insurance coverage
satisfactory to City.
18. Nonsolicitation.
The Contractor warrants that it had not employed or retained any company or person, other than
a bona fide employee working solely for the Contractor, to solicit or secure this contract, and that
he has not paid or agreed to pay any company or person, other than a bona fide employee working
solely for the Contractor, any fee, commission, percentage, brokerage fee, gifts, or any other
consideration, contingent upon or resulting from the award or making of this contract. For breach
or violation of this warranty, the City shall have the right to annul this contract without liability,
or, in its discretion, to deduct from the contract price or consideration, or otherwise recover the
full amount of such fee, commission, percentage, brokerage fee, gifts, or contingent fee.
19. Termination.
It is understood and agreed that either party may terminate this contract by giving to the other
party a sixty (60) days notice in writing of said termination. Upon termination of this Agreement,
the Contractor shall deliver to the City all funds received by the Contractor from the City and
representing sums collected by the city from the hotel and motel transient guest tax then
remaining in the possession of the Contractor after the Contractor's payment of all allowable
expenses.
20. Governing Law and Severability.
This agreement shall be governed by the laws of the State of Missouri applicable in the case of
contracts made and to be performed in that state. Any action at law or in equity brought by
either City or Contractor against the other shall be brought in the Circuit Court of Cole County in
the State of Missouri. The provisions of this agreement shall be deemed to be severable and the
invalidity or unenforceability of any provision shall not affect the validity and enforceability of
other provisions hereof.
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21. Notices.
All notices required or permitted hereunder and required to be in writing may be given by first
class mail addressed to City at 320 East McCarty, Jefferson City, Missouri 65101, and Jefferson
City Convention and Visitors Bureau, Inc., 213 Adams Street, P.O. Box 776, Jefferson City,
Missouri, 65102. The date of delivery of any notice shall be the date falling on the second full day
after the day of its mailing.
22. Entire Agreement.
This agreement embodies the entire understanding between the parties hereto relative to the
subject matter hereof and shall not be modified, changed or altered in any respect except in
writing signed by both parties.
CITY OF JEFFERSON, MISSOURI JEFFERSON CITY CONVENTION AND
VISITOR'S BUREAU, INC.
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CITY OF JEFFERSON
AMENDMENT TO CONTRACT FOR
ADMINISTRATION OF LODGINGS TAX FUND
WHEREAS,the City of Jefferson,Missouri,a municipal corporation hereinafter designated"City,"entered
into an Agreement with the Jefferson City Convention and Visitor's Bureau, Inc., a corporation formed and
existing under The General Not for Profit Corporation Act of Missouri, hereinafter referred to as the
"Contractor,"on the 5t'day of January, 2005;and
WHEREAS,the Agreement was for services and functions of Contractor for the management and operation
of the Lodgings Tax Fund to be used for the promotion, solicitation, encouragement and development of
tourism and conventions for the City of Jefferson;and
WHEREAS, both parties wish to extend the agreement for the first of two additional one-year
renewal periods as stipulated in Paragraph 2 of the agreement dated January 5, 2005;
NOW, THEREFORE,be it agreed by the parties that the agreement is hereby renewed for the
first of the two additional periods to end December 31, 2005. o
IN TESTIMONYWHEREOF,the parties have hereunto set their hands and seals this
day of December, 2005.
CITY OF JEFFERSON, MISSOURI JEFFERSON CITY CONVENTION
AND VISITOR'S BUREAU, INC.
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Mayor Pr
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City Clerk _ air n
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City Counselor
11:\Contract Files\servim\CVB Inc\Contrrmet Amendment 12-14.05.upd