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HomeMy WebLinkAboutOCDC ,,-/ AGREEMENT THIS AGREEMENT is between the Downtown Oshkosh Business Improvement District, herein referred to as "BID," and the Oshkosh Commercial Development Corporation, herein referred to as "OCDC." 1. GENERAL DESCRIPTION A. B. The BID has received funding through special assessments to undertake projects and activities as set forth by the BID Board of Directors. The activity set forth in this Agreement's Scope of Services is one ofthe said activities and it is the responsibility of OCDC to carry out the activities in compliance with the Agreement. Funding under this Agreement shall be paid from the 2005 BID Operating Budget. Should said funds not be received by the BID, this Agreement shall be null and void. ll. SCOPE OF SERVICES A. B. OCDC shall work with the BID to develop the BID Operating Plan for the year beginning January 1, 2006 based on the BID Board's approved project plans. After direction from the BID Board, OCDC shall present a written proposal of suggested services to the BID Chairperson one week prior to the regularly scheduled August, 2005, Bid Board meeting. The BID Board will review the proposal, make revisions if necessary, and approve it as part ofthe budget process. Approximate allocation of time: 10 hours OCDC shall implement BID programs identified in the OCDC Agreement for the year beginning January 1,2005 and ending December 31,2005, and shall provide information necessary for the BID Board to monitor the activities. Among other things, OCDC shall: 1. Be responsible for "Marketing, Promotion, and Special Events" by organizing the following: Mayor's Breakfast, Farmer's Market, Noon Concerts, a Newsletter, the BID Map, and the website. Responsibilities to include coordinating activity, advertising, set-up, clean-up for each event. Report status at monthly BID meetings. Approximate allocation of time: 240 hours. 2. Be responsible for "Business Recruitment and Retention" by engaging in the retention of businesses in the BID, by meeting with each BID Member on an annual basis to discuss issues involving the BID district and aid in the administration of the BID Recruitment Fund Grant. Approximate allocation of time: 240 hours. 3. Be responsible for "Physical Maintenance" by organizing the following activities: Supervision of Clean-Up Employee, coordination of holiday decorations, coordination of flower basket installation and maintenance, and coordination with police and removal of graffiti. There will be a monthly status report to the BID Board. Approximate allocation of time: 130 hours. 4. Be responsible for "Physical Improvements" by overseeing the activities associated with the Banners in the downtown area. Approximate allocation of time: 12 hours. d 1 j II1. IV. 5. Be responsible for "Traffic/Parking Support" by attending Parking Utility Committee and Traffic Review Advisory Board meetings and reporting anyissues back to the BID. Approximate allocation of time: 16 hours. 6. Be responsible for "Special Project Support" as directed by the BID Board as additional activities and opportunities present themselves throughout the year. Approximate allocation of time: 25 hours. 7. Be responsible for "Organizational Support" by coordinating, organizing, and advertising the Annual Meeting and providing support relative to various Committee Meetings; advise BID Board on a regular basis as to issues pertinent to the BID, including but not limited to one way streets, convention center and hotel, and the effect of these issues on the BID. Approximate allocation oftime: 110 hours. C. Said services shall commence on or about January 1, 2005 and shall be completed by December 31, 2005. REPORTING REQUIREMENTS/RECORDS A. OCDC shall provide monthly reports to the BID, which at a minimum shall include the following information: 1. Type and amount of services provided 2. Progress towards program goals. 3. Status of hours spent on activities identified in Section I1. Scope of Services. B. All records required under this Agreement shall be retained for three (3) years after completion ofthe project, or after all pending matters relative to this Agreement are closed. c. OCDC agrees to provide access to the BID Board or any of their duly authorized representatives to any books, documents, papers, and records which are directly pertinent to this Agreement for the purposes of making audit, examination, excerpts, and transcriptions. D. Monthly progress reports will be given to the BID Board at their regularly scheduled meeting. Reports shall include the cumulative number of hours used and the percentage of hours used to hours budgeted in each activity year to date. A separate entry will show the percentage of businesses visited to businesses in the BID by month and cumulatively. OTHER PROVISIONS A. Expenses not related to BID program implementation shall not be incurred by OCDC without prior approval of the BID Board; payment of expenses shall be made in accordance with paragraphs 1 & 2 ofthe Financial Paragraph of BID Bylaws. Expenses related to BID program implementation will be 2 ../ V. V1. the responsibility ofthe BID. B. The Director of Community Development or designee shall serve as Secretary of the BID Board. The Secretary shall not vote on matters before the BID Board. The duties of the Secretary shall be to keep the minutes and records ofthe BID Board, prepare the agenda of regular and special meetings with the Chairperson, provide notice of meetings to the BID Board members, and be responsible that the proceedings before the BID Board are adequately recorded and necessary reports and actions taken by the BID Board proceed in accordance with applicable regulations. C. OCDC staffwill report directly to, and be accountable to, the BID Chairperson in relation to day-to- day BID activities. D. No officer, or employee, or agent of the City who exercises any functions or responsibilities in the review of approval, or the carrying out of responsibilities to which this Agreement pertains, shall have any personal interest, direct or indirect, in this Agreement. PAYMENT FOR SERVICES A. CONTRACT AMOUNT: OCDC shall perform all work under this Agreement for an amount not to exceed TWENTY-SEVEN THOUSAND AND NO/100 DOLLARS ($27,000.00). B. METHOD OF PAYMENT: Funds will be released semi-annually, in advance, upon receipt ofproper invoice, in accordance with BID Bylaws. SUSPENSION AND TERMINATION A. If OCDC fails to comply with the terms, conditions, or standards of this agreement, the BID may, on reasonable notice to OCDC, suspend the Agreement and withhold further payments or prohibit OCDC from incurring additional obligations of funds, pending corrective action by OCDC, or a decision to terminate in accordance with paragraph B below. B. This Agreement may be terminated for cause or convenience. 1. TERMINATION FOR CAUSE: The BID may terminate this Agreement in whole or in part at any time before the date of completion, whenever it is determined that OCDC has failed to comply with the conditions of this Agreement. The BID shall promptly notify OCDC in writing of the determination and the reasons for the termination, together with the effective date. Payments made to OCDC or recoveries by the BID in the event this Agreement is terminated for cause, shall be in accordance with the legal rights and liabilities of the parties. 2. TERMINATION FOR CONVENIENCE: This Agreement may be terminated in whole or in part when both parties agree that the continuation of the project would not produce beneficial results commensurate with the further expenditures of funds. The two parties shall agree upon the effective date and in the case of partial terminations, the portion to be terminated. OCDC shall not incur new obligations for the terminated portion after the effective date, and shall cancel as many outstanding obligations as possible. The BID shall allow full credit to OCDC for any noncancellable obligations properly incurred by 3 ;J' OCDC prior to termination. 3. The parties shall promptly settle the terminated grant and execute a written amendment upon settlement, which sets forth the terms and conditions of the settlement Agreement. VII. AMENDMENTS This Agreement may be amended at any time by a written modification mutually agreeable to both parties hereto. Vll1. INDEMNIFICATION OCDC agrees to and does hereby hold the BID harmless and does hereby indemnify the BID against any claims or demands of any person or legal entity arising by reason of this Agreement. This Agreement is made this.@ ~a y of F~' 2005, and is specifically binding npon the parties hereto. OSHKOSH COMMERCIAL DEVELOPMENT CORP. R 11 KLEMAN, XECUTIVE DIRECTOR DOWNTOWN OSHKOSH BUSINESS IMPROVEMENT DISTRICT ~M1v~ ~A ~~ N AN PACKER, Chai/man JA Approved as to Form: Approved as to Availability of Funds: ~Jv-O a ~ EDW NOKES, Finance Director 4