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HomeMy Public PortalAboutORD14450 BILL NO. 2008-102 • SPONSORED BY COUNCILMAN KOON ORDINANCE NO. I q4J P 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 Visitors' Bureau, Inc. Section 2. The agreement shall be substantially the same in form and content as that agreement 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: �c5 Go o Approved: � zlme i P iding Officer Mayor ATTEST: APP"D A T FORM: 4 City Clerk Ci ounselor • 14450 • CITY OF JEFFERSON CONTRACT FOR ADMINISTRATION OF LODGINGS TAX FUND THIS AGREEMENT, made and entered into this 2 day of u , 200x, 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 Aerreement. • The original term of this agreement shall be for a one year period beginning January 1, 2009, through December 31, 2009. Upon agreement of both parties, this agreement may be renewed for five(5) additional one(1)year periods. The submission of it's 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 UAContrnt Files\smice\CVB Inc\CVB INC 2008#2.wpd employees of the City nor be covered by the Workmen's Compensation Program of the City. 6. Submittal of Bude►et. 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, and depreciated by the CVB. U:\Contract Fiks\service\CVB Inc\CVB INC 2008#2.wpd 2 13. Onen 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. 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. • UAContrnct Facs\aervice\CVB Inc\CVB WC 2008#2.wpd 3 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. 00. 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. 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., 100 East High Street, P.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. 22. Entire Aereement. 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. 0 UAContract Rcs\smice\CVB Inc\CVB INC 2008#2.wpd 4 CITY OF JEFFERSON,MISSOURI JEFFERSON CITY CONVENTION AND VISITOR'S BUREAU, INC. Mayor President ATTEST: di-Cy Clerk Chairman APP E AS TO F h1: 4 09A city0c, ounselor r UAContrwt Fdm\scrvice\CVB Inc\CVB INC 2008#2.wpd 5.