HomeMy Public PortalAboutORD15044 BILL. NO. 2012-95
SPONSORED BY COUNCILWOMAN Carroll
ORDINANCE NO. 150I
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.
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 Visitors Bureau.
Section 2. The agreement shall be substantially the same in form and content as
that agreement attached hereto as Exhibit 1.
Section 3. This Ordinance shall be in full force and effect from and after the date
of its passage and approval.
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Passed: `� , -' Approved.
Presiding O ice Mayor
ATTEST: APPROVED AS TO FORM:
ity Cler C ty Counselor
1
AGREEMENT
THIS AGREEMENT, made and entered into this day of , 2012, by and
between the City of Jefferson, a municipal corporation, hereinafter referred 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 November 1,
2012, through October 31, 2013. The contract may be extended on a year to year basis
until terminated by the parties pursuant to paragraph 20. The submission of its budget by
the CVB and the approval of the CVB budget by the City Council shall be deemed to be
the agreement of the parties to renew this contract.
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.
G. 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, exceed 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. Ouarterly Financial Report.
The Contractor shall submit to the City Finance Director, at least, quarterly financial
reports of all funds and expenses related to the contract.
AGREEMENT 2012 (2) 2
10. Annual Report.
The Contractor shall submit to the City Clerk an annual 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 by December Is', of each year unless additional time is
requested by Contractor and approved by Resolution of the City Council.
12. Performance Measurements.
The following performance measurements shall be utilized to measure the success of the
service provided by the Contractor, and contractor's evaluation of its success shall be
included in the annual report.
a. Number of tours to MSP;
b. Number of leads for Community events which are likely to pull people from outside
Cole County, Missouri.
c. Number of leads of events which were eventually held within Jefferson City.
d. Time spent on programs or events promoted, produced or supported by the Contractor,
their reach and frequency.
e. Online activity of CVB website as measured by visitors.
f. Interaction with the media including media inquiries and interviews.
Each annual report shall measure the success of the above metrics and compare the same
to all previous years the contract has been in force and show trends , goals, determinations
and indication of progress toward goals, and if applicable, benchmarking with similar
organizations providing the same or similar service to similar cities.
13. Title to Fixed Assets.
Title to all equipment and fixed assets purchased with City funds shall be vested in, and
depreciated by the CVB.
14. Open Meetings.
Any meeting of the Board of Contractor during the term of this contract shall be subject to
the open meetings law of the State of Missouri, as set out in Chapter 610 of the current
Revised Statutes of Missouri.
15. 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
AGREEMENT 2012 (2) 3
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 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.
17. 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.
18. 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 for any vehicle owned
by Contractor 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.
AGREEMENT 2012 (2) 4
0
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.
19. 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.
20. 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.
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 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.
AGREEMENT 2012 (2) 5
22. 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., 100 East High Street, F.O. Box
2227, 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.
23. Entire Ap-reement.
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. This agreement shall supersede only the
agreement between the parties dated January 2, 2009 and all other agreements shall remain
in full force and effect.
CITY OF JEFFERSON, MISSOURI JEFFERSON CITY CONVENTION AND
VISITOR'S BUREAU, INC.
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Mayor President
ATTEST:
ity Clerk Ch an
APPROVED AS TO FORM:
City nselor
AGREEMENT 2012 (2) 6