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HomeMy Public PortalAboutORD14186 F • BILL NO. 2006-161 SPONSORED BY COUNCILMAN Brown 'ORDINANCE NO. �`T ) AN ORDINANCE OF THE CITY OF JEFFERSON, MISSOURI, AUTHORIZING THE MAYOR AND CITY CLERK TO EXECUTE AN AGREEMENT WITH CENTRAL BANK FOR BANKING SERVICES. WHEREAS, Central Bank has been selected as the firm best qualified to provide professional services related to the Banking Services project; NOW, THEREFORE, BE IT ENACTED BY THE COUNCIL OF THE CITY OF JEFFERSON, MISSOURI, AS FOLLOWS: Section 1. Central Bank is hereby approved as the best qualified firm to provide professional services and its proposal is hereby accepted. Section 2.The Mayor and City Clerk are hereby authorized to execute an agreement with Central Bank for Banking Services. • Section 3. The agreement shall be substantially the same in form and content as that agreement attached hereto as Exhibit A. Section 4. This Ordinance shall be in full force and effect from and after the date of its passage and approval. Passed: �� 7 / Approved: �r1 Presiding Officer - Mayor ATTEST: APPR D AS TO FORM: ity Cl rk City Counselor r 'went into effect without the signature of the Mayor who recused himself from this ordinance pcd 14180 CITY OF JEFFERSON • CONTRACT FOR BANKING SERVICES THIS CONTRACT, made and entered into this day of May, 2007, by and between the City of Jefferson, a municipal corporation of the State of Lssouri, hereinafter referred to as the "City," and Central Trust Bank, hereinafter referred to as the "Bank." WITNESSETH: THAT WHEREAS, the City desires to engage the Bank to render certain technical and consulting services as to banking services; and THAT WHEREAS, the Bank has made certain representations and statements to the City with respect to the provision of such services and the City has accepted said proposal and is authorized by Ordinance 14186 of the City Council of the City of Jefferson, adopted April 16, 2007, to enter into a contract with the Bank for the performance of services by the Bank. NOW THEREFORE,for the considerations herein expressed,it is agreed by and between the City and the Bank as follows: 1. Scope of Services. The City agrees to engage the services of the Bank to perform the services hereinafter set forth • herein and as stated in the specification and bid proposal for banking services and in the Bank's proposal. Copies of the scope of services are attached and are incorporated herein by reference. The Bank's entire proposal shall be referred to for any terms not covered by this Contract. 2. Additions or Deletions to Services. The City may add to Bank services or delete therefrom activities of a similar nature to those set forth in the Bank's proposal, provided that the total cost of such work does not exceed the total cost allowance as specified in paragraph 6 hereof. The Bank shall undertake such changed activities only upon the direction of the City. All such directives and changes shall be in written form and approved by the Finance Director and shall be accepted and countersigned by the Bank or its agreed representatives. The Bank will perform any additional work requested by the City which is not specifically covered in the scope of work as defined herein at a reasonable fee or compensation to be agreed to between the City and the Bank at the time any such service may be required. 3. Existing Data. All information, data and reports as are existing, available and necessary for the carrying out of the work, shall be furnished to the Bank without charge by the City, and the City shall cooperate with the Bank in every reasonable way in carrying out the scope of services. • U:\Cnnlracl Pi lrs\Prnfr..cainaal Smicra\crntral Lank\contract for banking-2007.12-pd 1 4. Personnel to be Provided. ne l required to The Bank re resents that the Bank has or will secure at its expense all person • P p perform the services called for under this contract by the Bank. Such personnel shall not be employees of the City or have any contractual relationship with the City except as employees of the Bank. All of the services required hereunder will be performed by the Bank or under the Bank'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. None of the work or services covered by this contract shall be subcontracted without the written approval of the City. 5. Term. This contract shall commence on the first (15`h) day of April, 2007, and continue until the thirtieth (30`h) day of April, 2012, unless terminated earlier as provided herein. 6. Compensation. The City will pay the Bank for the services rendered according to the charges as set out in the Bank's proposal. The City agrees to pay the Bank in accordance with the rates set forth in the Bank's proposal which shall constitute full and complete compensation for the Bank's services hereunder. 7. Failure to Perform. Cancellation. • If, through any cause, the Bank shall fail to fulfill in a timely and proper manner its obligations under this contract, or if the Bank shall violate any of the covenants, agreements, or stipulations of this contract, the City shall thereupon have the right to terminate this contract by giving written notice to the Bank of such termination and specifying the effective date thereof, at least five (5) days before the effective day of such termination. The Bank or the City may terminate this contract upon ninety (90) days prior written notice. In the event of termination, all finished or unfinished documents, data, studies, surveys, drawings, maps, models, photographs, and reports or other materials prepared by the Bank under this contract shall, at the option of the City, become its property, and the Bank shall be entitled to receive just and equitable compensation for any satisfactory work completed on such documents and other materials. Notwithstanding the above, the Bank shall not be relieved of liability to the City for damages sustained by the City by virtue of any such breach of the contract by the Bank. 8. Assignment. The Bank 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, and no such assignment shall require the City to give any notice to any such assignee of any actions which the City may take under this agreement, though the City will attempt to so notify any such assignee. U:\Cantrncl.Files\professional Semiees\central bank\contract for banking sys 2007.12.wpd - 2 - 41 9. Confidentiality. Any reports, data or similar information given to or prepared or assembled by the Bank under this Contract which the City requests to be kept as confidential shall not be made available to any individual or organization by the Bank without prior written approval of the City. 10. Nondiscrimination. The Bank agrees in the performance of the contract not to discriminate on the grounds or because of race, creed, color, national origin or ancestry, sex, religion, handicap, age or political affiliation, against any employee of the Bank or applicant for employment and shall include as similar provision in all subcontracts let or awarded hereunder. 11. Independent Contractor. The Bank is an independent contractor and nothing contained herein shall constitute or designate the Bank or any of its agents or employees as agents or employees of the City. 12. Benefits not Available. The Bank nor its agents or employees shall not be entitled to any of the benefits established for the employees of the City nor be covered by the Workman's Compensation Program of the City. 13. Liability. The parties mutually agree to the following: (a) In no event shall the City be liable to the Bank 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 Bank shall 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 acts, errors and omissions of the Bank for which they would be otherwise legally liable, arising out of or in any way connected with this contract. 14. Nonsolicitation. The Bank warrants that he has not employed or retained any company or person, other than a bona fide employee working solely for the Bank, 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 Bank, 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 Q U:\Contract Files\Professional Services\central bank\tmnt.rect.for banking ws`2007.12.wpd - 3 -- 1 recover the full amount of such fee, commission, percentage, brokerage fee, gifts, or contingent fee. 1015. Books and Records. The Bank shall maintain all books, documents, papers, accounting records, and other evidence pertaining to costs incurred in connection with this Contract, and shall make such materials available at their respective offices at all reasonable times during the Contract and for a period of three (3) years following completion of the Contract. 16. Delays. The Bank shall not be liable for delays resulting from causes beyond the reasonable control of the Bank; the Bank has made no warranties, expressed or implied, which are not expressly set forth in this contract; and under no circumstances will the Bank be liable for indirect or consequential damages. 17. Notices. All notices required or permitted hereunder and required to be in writing may be given by first class mail addressed to the City of Jefferson, c/o Finance Director, at 320 East McCarty Street, Jefferson City, Missouri, 65101, and Central Trust Bank, 238 Madison Street, Jefferson City, Missouri, 65101. The date and delivery of any notice shall be the date falling on the second full day after the day of mailing. • 18. Law to Govern. This contract shall be governed by the laws of the State of Missouri as to both interpretation and performance. IN WITNESS WHEREOF, the parties hereto have set their hands and seals the day and year above first written. CITY OF JEFFERSON, MISSOURI CENTRAL TRUST BANK Mayo- 1Pr�S;�{B �,rzp Title: T: �� ATTEST: City Cle k Titlei� At VE TO FORM: • City ounselor U:\Con1-1 Pilns\Prof—inna1 SP.'icns\central bnnk\conlrad for banking ws 2007-12.wpd - 4 -