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HomeMy Public PortalAboutORD11199 BILL NO. 88-182 SPONSORED BY COUNCILMAN HALSEY ORDINANCE NO. ///9 9 AN ORDINANCE OF THE CITY OF JEFFERSON, MISSOURI, AUTHORIZING THE MAYOR AND CITY CLERK TO EXECUTE AN AGREEMENT WITH THE JEFFERSON CITY AREA CHAMBER OF COMMERCE FOR THE ADMINISTRATION OF A LODGINGS TAX FUND. BE IT ENACTED BY THE COUNCIL OF THE CITY OF JEFFERSON, MISSOURI, AS FOLLOWS: Section 1. The Mayor and Clerk are hereby authorized and directed to execute a contract with the Jefferson City Area Chamber of Commerce for the administration of a lodgings tax fund. Section 2 . The contract shall be substantially the same in form and content as that contract attached hereto as Exhibit A. Section 3. This Ordinance shall be in full force and effect from and after the date of its passage and approval. Passed �t' _ Approved sid' Officer or ATTEST: -7 - City Clerk CONTRACT FOR ADMINISTRATION OF A LODGINGS TAX FUND THIS AGREEMENT, made and entered into this �`e4 day of , 1989, by and between the City of Jefferson, a municipal corporation, hereinafter referred to as "City" , and the Jefferson City Area Chamber of Commerce, Inc. , hereinafter referred to as "Chamber" . WHEREAS, the City placed a lodgings tax issue on the February, 1989, ballot providing for levying a tax upon guests, and WHEREAS, the voters approved the imposition of the tax; 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 WHEREAS, the Chamber has been involved in the process and has offered to contract with the City for the performance of those services; and WHEREAS, the City Council deems it advisable and proper to contract with said Chamber to utilize its services for those purposes. WITNESSETH, that in consideration of the premises and covenants, herein, the City and the Chamber hereby agree as follows: 1. Chamber Retained. The City does hereby engage and retain the Chamber to manage and operate a Convention and Visitors Department and to render the services hereinafter set out, and the Chamber 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 period of six (6) months, commencing July 1, 1989, and ending December 31, 1989. . Following the end of the initial term of this agreement, City and Chamber may agree -to extend this agreement for two additional consecutive one year terms by mutual consent and agreement as to 1 each such one year term, provided that such final extension shall extend no longer than December 31, 1991. 3 . Independent Contractor. The Chamber's relationship to the City as established herein is as an independent contractor and nothing contained herein shall constitute or designate the Chamber or any of its agents or employees as agents or employees of the City. 4. Personnel To Be Provided. The Chamber represents that Chamber has or will secure at its own expense, all personnel required to perform the services called for under this contract by Chamber. Such personnel shall not be employees of or have any contractual relationship with the City except as employees of the Chamber. All of the services required hereunder will be performed by the Chamber or under Chamber'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. Chamber 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 Available. The Chamber'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. 6. Submittal of Budget. The Chamber shall submit to the City 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 Advisory Board appointed by the Chamber, 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 Administrator who shall inform the Mayor and City Council of the change in the budget. If actual 2 revenue exceeds or is anticpated to exceed the total approved budget, the Chamber 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 six percent (6%) 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. At the end of each contract period and each extension thereof, the City shall prepare an accounting of actual expenses incurred for administering the tax and shall make such adjustments and transfer any funds not necessary to cover those expenses out of the six percent (6%) retainage. It is the intention of the City and the Chamber that the City will advance funds to the Chamber for all budgeted expenditures, assuming revenues meet budgeted levels, in furtherance of the activities of the Convention and Visitors Department. Said advances are to be made from the proceeds ® of the lodgings tax received by the City. The Chamber of Commerce will assume all expenses over the actual amount of tax revenue. 8 . Books and Records. The Chamber 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 Chamber shall submit to the City Finance Director a monthly financial report of all funds and expenses related to the contract. 10. Annual Report. The Chamber shall submit to the City Clerk an annual written report of all activities related to the contract. • 3 ® 11. Audit. The Chamber shall submit to the City 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. Chamber 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 . Advisory Board. The Chamber shall utilize an Advisory Board made up of citizens of the community who shall be selected and appointed by the Chamber. 14 . Open Meetings. Any meeting of the Advisory Board set up by the Chamber to administer the funds generated by the tax shall be subject to the open meetings law of the State of Missouri, as set out in Revised Statutes of Missouri, 1986, as amended ® in Chapter 610. 15. Assignment. The Chamber 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. 16. Nondiscrimination. The Chamber 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 Chamber or applicant for employment and shall include a similar provision in all subcontracts let or awarded hereunder. 4 17 . Liability. The parties mutually agree to the following: a. In no event shall the City be liable to the Chamber 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 Chamber 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 Chamber arising out of or in any way connected with this contract. 18 . Insurance. Chamber 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 upon request: A. Workers' Compensation--Chamber 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--Chamber shall carry in its own name, automobile liability and property damage insurance with limits of not less than one hundred thousand dollars ($100, 000.00) for each person and eight hundred thousand dollars ($800, 000.00) for each accident and one hundred thousand dollars ($100, 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 • 5 City. The City shall not be in the policy as a named QP insured. C. General Liability--Chamber 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 eight hundred thousand dollars ($800, 000.00) for each occurrence and in the aggregate bodily injury and eight hundred thousand dollars (800, 000.00) for each occurrence. D. Owner's Liability Insurance--Chamber shall provide a policy of general liability insurance covering City and the premises to be used as a public access facility with limits of one hundred thousand dollars ($100,000. 00) for each person, eight hundred thousand dollars ($800, 000. 00) for each accident and five hundred thousand dollars ($500, 000.00) for property damage. E. Employee Honesty Blanket Bond--Chamber 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 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 Chamber's parent organization. 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 cancelled 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 cancelled or altered or materially changed without the 6 approval of City, Chamber shall immediately obtain substitute insurance coverage satisfactory to City. 19. Nonsoliaitation. The Chamber warrants that it had not employed or retained any company or person, other than a bona fide employee working solely for the Chamber, 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 Chamber, 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. 20. Termination. It is understood and agreed that either party may terminate this contract by giving to the other party notice in writing of said termination one hundred twenty (120) days in advance of any expected termination date. Upon termination of this Agreement, unless the same be renewed, the chamber shall deliver to the City all funds received by the Chamber 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 Chamber after the Chamber's payment of all allowable expenses of the Chamber's Convention and Visitors Department. 21. 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 Chamber 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 s invalidity or unenforceability of any provision shall not affect the validity and enforceability of other provisions hereof. 22. Renewal. One hundred twenty (120) days prior to the expiration of any contract term, both parties shall express in writing their intent to renew or not renew this contract. 23 . Previous Budget to Govern. If both parties indicate a desire to renew, but the budget submitted is not approved, the budget for the proceeding contract period shall be deemed to have been readopted and shall be in effect, so far as it relates to operation and maintenance expenses, until such time as a budget for the current contract period is adopted. 24. 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 E. McCarty, Jefferson City, Missouri 65101, and Chamber at 213 Adams Street, Jefferson City, Missouri, 65101. The date of delivery of any notice shall be the date falling on the second full day after the day of its mailing. 25. 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 CHAMBER OF COMMERCE 0 Attest. L, ity Clerk Secretary' • 8 TABLE OF CONTENTS Chamber Retained. . . . . . . . . . . . . . . . . . . . . . . 1 Term of Agreement. . . . . . . . . . . . . . . . . . . . . . 1 Independent Contractor. . . . . . . . . • . . . . . . . • • • 2 Personnel To Be Provided. . . . . . . . . . . . . . . . . . . 2 Benefits Not Available. . . . . . . . . . . . . . . . . . . . 2 Submittal of Budget. . . . . . . . . . . . . . . . . . . . . 2 Transfer of Funds. . . . . . . . . . . . . . . . . . . . . . 3 Books and Records. . . . . . . . . . . . . . . . . . . . . . 3 Monthly Financial Report. . . . . . . . . . . . . . . . . . . 3 Annual Report. . . . . . . . . . . . . . . . . . . . . . . . 3 Audit. . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 Title to . . . . . . . . . . . . . . . . . . . . . . . . . . 4 ® Open Meetings. . . . . . . . . . . . . . . . . . . . . . . . 4 Assignment. . . . . . . . . . . . . . . . . . . . . . . . . . 4 Nondiscrimination. . . . . . . . . . . . . . . . . . . . . . 4 Liability. . . . . . . . . . . . . . . . . . . . . . . . . . 5 Insurance. . . . . . . . . . . . . . . . . . . . . . . . . . 5 Nonsol icitation. . . . . . . . . . . . . . . . . . . . . . . 7 Termination. . . . . . . . . . . . . . . . . . . . . . . . . 7 Governing Law and Severability. . . . . . . . . . . . . . . . 7 Renewal. . . . . . . . . . . . . . . . . . . . . . . . . . . 8 Previous Budget to Govern. . . . . . . . . . . . . . . . . . 8 Notices. . . . . . . . . . . . . . . . . . . . . . . . . . . 8 Entire Agreement. . . . . . . . . . . . . . . . . . . . . . . 8 9