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HomeMy Public PortalAboutORD14763BILL NO. 2010-105 SPONSORED BY COUNCILMAN 2Penfold � ORDINANCE NO. / I &;, J AN ORDINANCE OF THE CITY OF JEFFERSON, MISSOURI, AUTHORIZING THE MAYOR AND CITY CLERK TO EXECUTE A CONTRACT WITH THE JEFFERSON CITY CONVENTION AND VISITORS BUREAU REGARDING PROCEEDS OF LODGING TAX. BE IT ENACTED BY THE COUNCIL OF THE CITY OF JEFFERSON, MISSOURI, AS FOLLOWS: Section 1. The Mayor and City Clerk are hereby authorized to execute an agreement with the Jefferson City Convention and Visitor's Bureau in a form substantially similar to the attached Exhibit A. Section 2. This Ordinance shall be in full force and effect from and after the date of its passa a nd approval. Passed: 0 ity Cleric Officer J-7 Zp // Mayor APPROVED T FORM: City Counselor 'Ad 07�3 CITY OF JE FFERSON AMEND ITEN71 TO CONTRACT FOR _-DAUNISTRATION 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., hereinafter referred to as the "Contractor," on the 2"d dayof January, 2009; 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 second of five additional one-year rene,v .l periods ac ,;tipulatecl in Paragj•aph 2 of the agreement dated January 2, 2009; NOW, THEREFORE, be it agreed by the parties that the agreement is hereby renewed for the second of five additional periods to end December 31, 2011. IN TESTIMONY WHEREOF, the parties have hereunto set their hands and seals this AL day of November, 2010. CITE' OF JEFFERSON, MISSOURI Mayon � �.r ATTEK' . l CityClerk KAPP VE��AS TO FORM: City Counselor JEFFERSON CITY CONVENTION AND Vi 'S BUREAU, INC. President ATTEST: cc'' £0 G DtiL� Chairman uACane.d Fikw�rvi-WVR Inc\CnOtrnnl Pmmuhucm 1214 MS I,,) LODGING TAX AGREEMENT This agreement is made by and between the parties identified below. Whereas: It is the mutual aspiration of the parties that a conference center be constructed in Jefferson City. Whereas: Such a Conference Center would achieve multiple public purposes, including increased economic activity in the area through more conferences and other public events being held in the area, benefitting the hotels and restaurants in Jefferson City and creating jobs; and, Whereas: Construction of a Conference Center in Jefferson City will reduce the - expenses of the State of Missouri by allowing more meetings, educational opportunities and conferences to be held locally; and, Whereas: The parties envision that the conference center will include facilities to accommodate and facilitate a Hospitality Management teaching program conducted by Lincoln University; and, Whereas: The parties envision that this project will include a parking facility which will enhance the usefulness of the Conference Center as well as alleviating parking issues in the area, which includes the State Capital Complex. NOW, THEREFORE, In consideration of the mutual promises contained herein, the parties do hereby agree as follows: 1. Parties. The parties to this agreement shall include the entities listed below. It is understood that some entities may have more or less specific obligations under the terms of this agreement but are included for clarity. The parties are: 1.1. City of Jefferson; The term "City" when used herein shall mean the City of Jefferson, Missouri, a municipal corporation of the State of Missouri operating under a charter form of government. 1.2. Jefferson City Convention and Visitor's Bureau, a not -for -profit corporation. 2. Definitions: 2.1. "Lodging Tax" mean transient guest tax as defined by § 67.1000 RSMo. 2.2. "Agreement" means this agreement. Version Generated December 30, 2010 (10:59AM) 2.3. "Bassman Block" means that block in the City of Jefferson bordered by McCarty Street, Boadway Street, Washington Street, and State Highway 50 (Whitton Expressway). 2.4. "Health Lab Property" means that block in the City of Jefferson formally occupied by the State Health Lab and other facilitates and bordered by Broadway Street, McCarty Street, Washington Street and Highway 50. 2.5. "Parking Facility" means a place for providing for parking of automobiles which may include surface parking or a parking structure or a combination of both. Part I - Construction of Conference Center and Parking Facilities 3. Agreements by the City: 3.1. Increase Lodging Tax. City to Use Best Efforts. The City will use its best efforts to secure an increase in the Transient Guest Tax to increase such tax from the current $.03 to the State authorized maximum of $.07. It is understood by all parties that such an increase is completely subject to a vote of the citizens and therefore cannot be assured. Furthermore the City cannot use public resources to campaign on behalf of passage of any such measure. 3.2. Failure of Voters to Pass Lodging Tax, Effect. If the voters fail to approve the above referenced increase by November 30, 2011, then this contract shall terminate automatically without further action by the parties, except for those provisions which are specifically stated to survive termination of the agreement. 3.3. Modification of Urban Renewal Plan. The City recognizes that depending of the final land usage in the block bordered by Broadway Street, W. McCarty Street, Washington Street and Highway 50, an amendment to Urban Renewal Plan MO. R-45 may be necessary. 3.4. City will ensure that if it operates a transit service, that service will provide connection between Lincoln University and the Conference Center Complex during the transit system's regular working hours. 4. Commitments of CVB 4.1. The CVB agrees, upon passage of the voters of a measure to increase the lodging tax, that it will receive such tax revenues and place them in a segregated account to be used only for the purpose of designing, Version Generated December 30, 2010 (10:59AM) CVB Agreement for Conference Center (3) 2 constructing, or maintaining a conference center, including making payments on bonds issues by the City or another entity for the purpose of designing, constructing, or maintaining a conference center. 4.1.1. "Lockbox" CVB will hold the funds and provide verification at any time and upon request to the City that all such funds are being properly maintained and accounted for. 4.1.2. Interest. CVB shall invest and reinvest such funds as may be appropriate under the prudent person standard. Any interest earned on such funds shall be held under the same terms and conditions as the tax revenues except that the CVB may retain, in compensation for its obligations herein, up to ten percent (10%) of the interest earned in any calendar year. 4.2. The additional lodging tax referred to herein shall be the sole financial obligation of the CVB and in no event will it be required to contribute any amount to the Conference Center project except that portion of the lodging tax. 4.3. Support and use its best efforts to promote the passage of the lodging tax increase. Part II - General Terms 5. Representations and Warranties: 5.1. The City hereby represents and warrants that it has full constitutional and lawful right power and authority, under current applicable law, to execute and deliver and perform the terms and obligations of this Agreement, and all of the foregoing have been or will be duly and validly authorized and approved by all necessary City proceedings, findings and actions. Accordingly, this Agreement constitutes the legal, valid and binding obligation of the City, enforceable in accordance with its terms. 5.2. The CVB hereby represents and warrants that it has full power to execute and deliver and perform the terms and obligations of this Agreement and all of the foregoing has been duly and validly authorized by all necessary corporate proceedings, and that this Agreement constitutes the legal, valid and binding obligation of the CVB, enforceable in accordance with its terms. 6. Term. This agreement shall remain in full force and effect from execution until the Lodging Tax expiresunless terminated earlier by the agreement of the parties or Version Generated December 30, 2010 (10:59AM) 3 a by default of any party. The term may thereafter be extended for an additional period of twenty-five (25) years at the option of the City. 7. GoverninLaw. This Agreement shall be taken and deemed to have been fully executed, made by the parties in, and governed by the laws of State of Missouri for all purposes and intents. 8. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall constitute one and the same instrument. For purposes of this Agreement, a document (or signature page thereto) signed and transmitted by facsimile machine, telecopier or other electronic transmission is to be treated as an original document. 9. Severability. In the event any term or provision of this Agreement is held to be unenforceable by a court of competent jurisdiction, the remainder shall continue in full force and effect, to the extent the remainder can be given effect without the invalid provision. 10. Materiality. The recitals to this Agreement are material provisions hereof and are incorporated herein by this reference thereto. 11.Attorney Fees. In any dispute or other legal action between the parties in connection with this Agreement, the Prevailing Party (as defined below) shall be entitled to its reasonable attorneys' fees and any and all costs and expenses paid or incurred in connection with such dispute. For purposes of this Agreement, the "Prevailing Party" shall mean a party who recovers at least seventy-five percent (75%) of its total claims in the action, or who is required to pay less than twenty-five percent (25%) of the other party's total claims in the action. 12. Default. 12.1. If any party hereto defaults in the performance of any of its obligations under this Agreement or the Lease or as set forth below, then the other parties hereto shall have all rights and remedies available at law or in equity in connection therewith. 12.2. If any one or more of the following events occur, it is hereby defined as and declared to be and to constitute an event of default under and for purposes of this Agreement: 12.2.1. Any party shall default in the performance or observance of any of the covenants, agreements or conditions continuance thereof for thirty (30) days following receipt and written notice from another party specifying such default and requesting that it be corrected; 12.2.2. Any party shall: Version Generated December 30, 2010 (10:59AM) CVB Agreement for Conference Center (3) 4 ( (i) Become insolvent; or (ii) Be unable, or admit in writing its inability to pay its debts as they become due; or (iii) Make a general assignment for the benefit of creditors or to an agent authorized to dissolve a substantial amount of its property; or (iv) Become subject (either voluntarily or involuntarily) to an order for relief within the meaning of the bankruptcy code, and in the case of an involuntary action, such order is not vacated within sixty (60) days after entry; or (v) File a petition to effect a plan or other arrangement with creditors; or (vi) File an answer to a creditor's petition, admitting the material allegations thereof, for dissolution, reorganization or to effect a plan or other arrangements with creditors; or (vii) Apply to a court for the appointment of a receiver for any of its assets; or (viii) Have a receiver appointed for any of its assets (with. or without consent) and such receiver shall not be discharged within sixty (60) days after appointment; or (ix) Otherwise become the subject of any federal or state bankruptcy or insolvency proceedings 13. Headings and Titles. The headings of the sections of this Agreement have been inserted for convenience of reference only and shall not be deemed part of this Agreement. 14. Venue Selection. Any litigation arising hereunder shall be brought in a court of competent subject matter jurisdiction, located within the geographic boundary of Cole County, Missouri. 15.Incorporation. This agreement represents the entire understanding of the parties and no other promises, warranties, guarantees or commitments, other than contained herein shall be binding on any party. 16. Law to Govern. The agreement shall be governed by the laws of the State of Missouri. The courts of the State of Missouri shall have jurisdiction over any dispute which arises under this contract, and each of the parties shall submit and hereby consents to such courts exercise of jurisdiction. In any successful action by the City to enforce this contract, the City shall be entitled to recover its attorney's fees and expenses incurred in such action. 17. Rules of Construction. Unless the context clearly indicates to the contrary, the following rules shall apply to the construction of this Agreement: Version Generated December 30, 2010 (10:59AM) N 17.1. Words importing the singular number shall include the plural number and vice versa. 17.2. The table of contents, captions and headings herein are solely for convenience of reference only and shall not constitute a part of this Agreement nor shall they affect its meaning, construction or effect. 17.3. Words of the masculine gender shall be deemed and construed to include correlative words of the feminine and neuter genders, and words of the neuter gender shall be deemed and construed to include correlative words of the masculine and feminine genders. 18. Force Majeure. If any party is delayed or prevented from the performance of any act required by this Development Agreement by reason of fire, earthquake, war, flood, riot, strikes, labor disputes, judicial orders, public emergency or regulations, or other causes beyond the reasonable control of the party obligated to perform, performance of such act shall be excused for the period of such delay and the time for the performance of any such act shall be extended for a period equivalent to such delay. 19. No Joint Venture. It is expressly understood that this agreement does not constitute a joint venture between any of the parties. 20. Illegal Immigration. Prior to commencement of the work: 20.1. All Parties shall, by sworn affidavit and provision of documentation, affirm its enrollment and participation in a federal work authorization program with respect to the employees working in connection with the contracted services. 20.2. All Parties shall sign an affidavit affirming that it does not knowingly employ any person who is an unauthorized alien in connection with the contracted services. 20.3. All Parties shall provide proof of citizenship or lawful presence prior to issuance of the Notice to Proceed. 21. Non -Discrimination. All parties agree in the performance of this agreement 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 the parties or applicant for employment and shall include a similar provision in all subcontracts let or awarded hereunder. 22. Authority to Execute. Each of the signatories to this Agreement, in signing the same represents to the other Parties that he or she is duly authorized to execute this Agreement on behalf of his or her respective party and to bind that party to the terms of this agreement. Version Generated December 30, 2010 (10:59AM) CVB Agreement for Conference Center (3) n 9 23. Notices. All notices required to be in writing may be given by first class mail addressed to: City of Jefferson City Counselor's Office 320 East McCarty Jefferson City, Missouri, 65101 Jefferson City Convention & Visitor's Bureau The date of delivery of any notice shall be the second full day after the day of its mailing. Version Generated December 30, 2010 (10:59AM) 7 0 Signatures City of Jefferson by: John Landwehr, Mayor Attest: Approved as to form: Nathan Nickolaus, City Counselor Jefferson City Conventions and Visitor's Bureau By: S, LtA L,r N&e,(,k AAi —b oAAZ of --b & Version Generated December 30, 2010 (10:59AM) CVB Agreement for Conference Center (3)