Board of Aldermen

Public Notice posted in accordance Date/Time Posted: Thursday, December 7, 2023 RSMO. 610 as amended 11:00 AM By: Kimberly Barfield City Clerk CITY OF PACIFIC 300 HOVEN BOARD OF ALDERMEN AGENDA SPECIAL MEETING Thursday, December 14, 2023 5:00 P.M. This meeting is open to the public. The meeting will be streamed live on the City of Pacific YouTube channel: https://www.youtube.com/channel/UC9dxzhHQWbPuIQJC1N6TSig 1. Call to Order 2. Roll Call 3. Pledge of Allegiance 4. New Business a. Bill No. 5227 An Ordinance authorizing execution of a contract agreement by and between the City of Pacific and the Pacific Partnership Inc. pertaining to a public-private effort to revitalize the City’s central Business District and Downtown Core Area. 5. Adjourn The Board of Aldermen will consider and act upon the matters listed above and such others as may be presented at the Meeting and determined to be appropriate for discussion at that time. The City of Pacific is working to comply with the Americans with Disabilities Act mandates. Individuals who require an accommodation to attend a meeting should contact City Hall (271-0500) at least twenty-four hours in advance.  BILL NO. 5227 ORDINANCE NO. SPONSOR: AN ORDINANCE AUTHORIZING EXECUTION OF A CONTRACT AGREEMENT BY AND BETWEEN THE CITY OF PACIFIC AND PACIFIC PARTNERSHIP INC. PERTAINING TO A PUBLIC-PRIVATE EFFORT TO REVITALIZE THE CITY'S CENTRAL BUSINESS DISTRICT AND DOWNTOWN CORE AREA WHEREAS, the Pacific Partnership Inc. ("Partnership"), a Missouri nonprofit corporation, has been established to conduct certain activities relating to revitalization of the City's Central Business District and Downtown Core Area; and WHEREAS, the City of Pacific ("City") and Partnership have cooperated on numerous initiatives, projects and events since the establishment of the Partnership, and the City further has provided certain financial support to the Partnership for many years; and WHEREAS, the City and Partnership previously entered into an agreement on February 2, 2021 providing for, in part, establishment of a paid executive director position for the Partnership, and for other services as therein provided; and WHEREAS, the City and Partnership desire to amend and restate the existing agreement; and WHEREAS, the amended and restated agreement has been subject to review and discussion by the City's Tourism Commission, which upon review has recommended approval of same. NOW, THEREFORE, BE IT ORDAINED BY THE BOARD OF ALDERMEN OF THE CITY OF PACIFIC, MISSOURI, AS FOLLOWS: SECTION ONE. A Contract Agreement by and between the City of Pacific, Missouri and Pacific Partnership, Inc. pertaining to certain services and activities in support of the City's Central Business District and Downtown Core Area, a copy of which is attached hereto and incorporated fully herein, is hereby accepted and approved. SECTION TWO. The Mayor is authorized and directed to execute said Contract Agreement for and on behalf of the City of Pacific. SECTION THREE. This Ordinance shall be in full force and effect from and after its date of passage by the Board of Aldermen and approval by the Mayor. PASSED this ________ day of ___________ 2023. _____________________________________ Heather Filley, MAYOR APPROVED this ________ day of ___________ 2023. _________________________________ Heather Filley, MAYOR ATTEST: _____________________________________ City Clerk  PUBLIC SERVICE AGREEMENT BY AND BETWEEN THE CITY OF PACIFIC, MISSOURI AND PACIFIC PARTNERSHIP, INC This Agreement, made and entered into this ________ day of ________________, 202__, by and between Pacific Partnership Inc., a Missouri nonprofit corporation ("Partnership"), and the City of Pacific, Missouri, a Missouri fourth class city ("City"). WITNESSETH: WHEREAS, the Partnership was created to assist the City in developing a public­ private effort to revitalize the City's Central Business District; and WHEREAS, the City has determined that it is in the best interests of the City, and important to the promotion of the general economic welfare of the City, to compensate Partnership for the performance of services pursuant to this Agreement. NOW, THEREFORE, in consideration of mutual undertakings and mutual benefits from the services set forth herein, the City and Partnership agree as follows: I. SCOPE OF SERVICES Partnership will provide the following services ("Services"): A Organization Partnership shall continue to provide unified management and coordination for the Downtown Core Area through Partnership's interaction with its investors, volunteers, the City, downtown businesses, downtown property owners and community partners to continue to contribute toward the economic revitalization of Downtown Pacific as defined in the Pacific Comprehensive Plan. Executive Director. The City and Partnership agree that it is the intent of this agreement to provide funding, in part, for the establishment and hiring of a paid executive director to manage the Partnership. The executive director shall work at the direction of the Partnership Board. See attached Exhibit “A” Executive Director Job Description. B. Marketing and Promotion Partnership shall continue to develop and update a consistent marketing and promotion program for the Downtown Core Area that will bring the City's brand alive and elevate the image of downtown and the community.  Marketing and promotion includes producing quality marketing pieces, coordinating advertisements and organizing annual events/activities that attract visitors to the Downtown Core Area. The Partnership shall maintain a website devoted to the promotion of the downtown area, and is encouraged to conduct marketing through social media and other outlets. Events. The City and Partnership agree that it is the intent of this agreement to provide for regular events and activities promoting the City's Core Downtown Area on a regular ongoing basis. The Partnership shall be responsible for the production of these events during the term of this agreement. The listing of current events produced by the Partnership is as follows: ● Seasonal Parades and Events (such as St. Patrick’s Day, Christmas, Monsterfest) ● Pacific Car Show (June) ● Monthly Friday Night Events (May-September) ● Iron Horse Rodeo (Sept-Oct) in cooperation with the City of Pacific The City and Partnership anticipate that the above events will continue on a regular basis so long as feasibly possible. However, the City and Partnership may, by mutual agreement, modify this list, cancel certain activities, and I or add new events. C. Design Partnership shall continue to initiate and develop design proposals for facade, signage, lighting, landscaping, historic preservation and the overall aesthetic look of the Downtown Core Area. Partnership will assist City staff with the creation, implementation and promotion of the City's Design Standards for the Downtown Core Area, as may be adopted by the Board of Aldermen. D. Economic Vitality Partnership shall continue to strengthen the existing economic assets of the Downtown Core Area while diversifying its economic base, including recruiting new businesses, assisting with expansion of existing businesses, facilitating redevelopment, marketing available or underutilized commercial space, and strengthening the management capabilities and competitiveness of individual businesses. Partnership tracks key statistics, including job growth and new businesses in the Downtown Core Area and hosts businesses development seminars based on the needs of the downtown business community. Partnership serves as the key point of contact for interested parties looking to invest in the Downtown Core Area. II. TERM AND TIME OF PERFORMANCE The initial term of this Agreement shall be from the date this agreement is first executed by each party, to December 31, 2024. Following the initial term, unless otherwise terminated as provided for in Section XII, this agreement shall automatically renew for a successive one-year term effective January 1, 2025. The agreement shall be subject to an annual review of Partnership's performance by the City Administrator. To facilitate the review, Partnership shall submit a copy of its current fiscal year budget, including actual to date expenditures, and a proposed new fiscal year budget by April 1 of each calendar year, meet regularly with the City Administrator, and provide a report of activity to the Board of Aldermen on a quarterly basis. Ill. COMPENSATION AND METHOD OF PAYMENT The City hereby agrees to compensate Partnership for the Services as outlined in Section I (A-D) in a lump sum amount of $32,000 per calendar year for the term of this agreement, to be disbursed in equal installments of $8,000 per quarter. The initial payment shall be prorated for the amount of time remaining in the quarter in which the agreement is first executed. Thereafter, quarterly payments shall be disbursed according to the following schedule: • January 1 • April1 • July 1 • October 1 In the event a payment date falls on a weekend or holiday, payment shall be made on the next business day following the payment date. Notwithstanding the above, all compensation for the Services is subject to annual appropriation by the City. With the adoption of the annual City budget, the compensation for each fiscal year provided for in the Agreement is subject to appropriation, or non-appropriation, at that time. The City and Partnership further agree that the payment is conditioned upon the Partnership providing services as outlined in Section I (A-D) and the City may at its sole discretion withhold payment in the event of Partnership's failure to provide services as herein provided. Such withholding shall be subject to review and recommendation by the City's Tourism Commission, and shall be subject to final action by the Board of Aldermen. The Partnership shall have the right to appeal any such withholding action to the Board of Aldermen. IV. REPORTING, AUDIT, INSPECTION OF RECORDS, AND ANNUAL REVIEW The Partnership shall provide regular reports to the City on its activities, on no less than a quarterly basis. The Partnership shall maintain complete records of its  financial activities and shall provide the City with an accounting of all funds that are the subject of this agreement. The Partnership shall permit an authorize representative of the City to inspect and audit all data and records of Partnership related to their performance under this Agreement. V. SUBCONTRACTS Partnership and the City hereby agree that this Agreement shall not be assigned, transferred, conveyed or otherwise disposed of without the prior consent of the other party to the Agreement. VI. REPRESENTATION ON BOARD The Partnership's Board of Directors oversees the operation of Partnership, and the City shall appoint one voting representative to the Board. VII. NON-DISCRIMINATION PROVISIONS Partnership will not discriminate against any employee or applicant for employment because of race, color, creed, religion, ancestry, national origin, sex, disability or other handicap, or age. VIII. COMPLIANCE WITH THE LAW All parties shall comply with all applicable federal, state and local laws, ordinances, codes and regulations. IX. CONFLICT OF INTEREST\POLITICAL ACTIVITY The elected officials, public officials, employees and agents of the City shall comply with all applicable laws and regulations relating to conflicts of interest with regard to the work and compensation covered by this Agreement. Partnership shall not use the compensation paid through this Agreement for political activities or legislative activities. For the purpose of this Agreement, the terms "political activities" and "legislative activities" shall have the meanings ascribed to them by the Internal Revenue Service. X. INDEPENDENT CONTRACTOR Partnership is not authorized or empowered to make any commitments or incur any obligation on behalf of the City, but merely to provide the Services provided for herein as an independent contractor. XI. INDEMNIFICATION Partnership shall indemnify, release, defend, become responsible for and forever hold harmless the City, its officers, agents, employees, elected officials, and attorneys, each in their official and individual capacities, from and against all lawsuits, suits, actions, costs, claims, demands, damages, disability, losses, expenses, including reasonable attorney's fees and other defense costs or liabilities, of any character and from any cause whatsoever brought because of bodily injury or death received or sustained, or loss or damage received or sustained, by any person, persons, or property arising out of or resulting from any act, error, omission, or intentional act of Partnership or its agents, employees, or subcontractors, arising out of or in any way connected with the subject matter of this Agreement or the work or operations expressly authorized herein; provided, however, that Partnership need not save harmless the City from claims, demands, losses and expenses arising out of the sole negligence of the City, its employees or agents. In addition, the City shall not be liable or responsible in any manner to any subcontractor with whom Partnership has contracted for additional services under the terms of the Agreement. XII. CANCELLED, TERMINATION OR SUSPENSION A. This Agreement may be terminated at any time by written, mutual agreement of the parties. The City may terminate the Agreement immediately if funds are not appropriated for the Services described herein. The City may terminate this agreement without cause by written notice to Partnership no less than 60 days before commencement of any renewal term. The City shall have the right to terminate this Agreement in the event that Partnership is in default or violation of the terms or provisions of this Agreement and fails to cure such default or violation in the manner specified in subsection 'B' below. B. In the event of such default or violation by Partnership, the City shall send to Partnership by certified mail a Notice Demand to Cure Default, explaining the specific nature and extent of the default of violation. Partnership shall cure or remedy said violation or default within twenty {20) working days after receipt of said Notice, unless a longer time is agreed upon by both parties in writing. In case the default is not cured or remedied within twenty {20) working days or a longer period of time if agreed upon, the City may exercise its option to terminate this Agreement upon five {5) days written notice thereafter. Partnership shall not be relieved of liability to the City for damages sustained by the City by virtue of any breach of this Agreement by Partnership. C. In the event of termination, Partnership shall refund·to the City a pro-rated portion of the compensation paid pursuant to section Ill above. The pro-rated amount shall be determined by dividing the annual payment recited in section Ill by 365, and multiplying this daily amount by the number of days remaining in the year from and after the effective date of termination. Partnership shall refund the pro-rated amount to the City within 30 days of the effective date of termination. XIII. NOTICE Any notice required by this contract is deemed to be given if it is mailed by United States certified mail, postage prepaid, and addressed as hereinafter specified. Notice to the City shall be addressed to: Office of City Clerk City of Pacific 300 Hoven Drive Pacific, Missouri 63069 Notice to Partnership shall be addressed to: Pacific Partnership PO Box 267 Pacific MO 63069 XIV. AMENDMENTS In order to provide necessary flexibility for the most effective execution of this Agreement, whenever both the City and Partnership mutually agree, changes to this Agreement may be effected by placing them in written form and incorporating them into this Agreement as an amendment. XV. SEVERABILITY It is mutually agreed that in case any provision of this Agreement is determined by a court of law to be unconstitutional, illegal, or unenforceable, it is the intention of the parties that all the other provisions of this Agreement shall remain in full force and effect. XVI. ENTIRE AGREEMENT This Agreement constitutes the entire agreement between the parties with respect to its subject matter and any prior agreements, understandings, or other matters, whether oral or written, are hereby merged into and made a part hereof, and are of not further force or affect. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date and year first above written. CITY OF PACIFIC, MISSOURI A PACIFIC PARTNERSHIP INC. Missouri Fourth Class City A Missouri nonprofit corporation 6 ________________________________ ______________________________________ Mayor President ATTEST: ATTEST: _________________________________ ____________________________________ City Clerk Secretary Approved as to Form ________________________________ City Attorney