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RES 1999-2731 - Agmt with Greater Omaha Chamber of Commerce and Metropolitan Omaha Convention Sports and Entertainment Authority for public arena/convention center facility 1 AGREEMENT THIS AGREEMENT is entered into by and between the City of Omaha, a Municipal Corporation in Douglas County,Nebraska, also referred to as "City," and the Greater Omaha Chamber of Commerce, a Nebraska non-profit corporation doing business at 1301 Harney Street, in Omaha,Nebraska, also referred to as the "Chamber," and the Metropolitan Omaha Convention Sports and Entertainment Authority ("MOCSEA") a Nebraska non-profit corporation established to study and implement a convention center/arena project in the Metropolitan Omaha area. RECITALS WHEREAS, the Chamber and MOCSEA wish to assist in facilitating private funding for the effort to develop an arena facility as part of a public arena/convention center facility (the "Project.") WHEREAS,the Omaha City Council is considering an ordinance (the "Ordinance")to create an interim authority (the "Interim Authority") to complete the initial development of this Project. WHEREAS, the Omaha City Council is concurrently considering an ordinance to place on the public ballot in May 2000 (the "Election") the creation of a Permanent Authority to operate the City's public events facilities. IN CONSIDERATION OF THESE PREMISES, AND INTENDING TO BE LEGALLY BOUND HEREBY, THE PARTIES AGREE AS FOLLOWS: 1. GENERAL 1.1 Terms defined in the Ordinance creating the Interim Authority and the Permanent Authority shall have the same meanings when used in this Agreement. 2. OBLIGATIONS OF THE CITY 2.1 The City shall establish a separate account for the Interim Authority of One Million Five Hundred Thousand dollars ($1,500,000), exclusive of City staff costs, for the purpose of implementing and funding the Interim Authority and its activities. Such funds shall match private sector funds provided pursuant to Section 3 below. 2.2 The Interim Authority shall complete the development program of the Project in accordance with the terms of the Ordinance, shall cooperate in the application to the State of Nebraska for funding pursuant to the Convention Center Facility Financing Assistance Act, and cooperate in placing on the May 9, 2000, City of Omaha ballot the question of creating a Metropolitan Entertainment and Convention Authority and the question of whether to issue city general obligation • bonds to partially fund the Project. 2.3 It is contemplated by the parties that the additional private sector contribution in support of and payment for the Project will include the sale, lease and license of naming and signage rights for the Project and all of its components (including but not limited to building, plazas, ballrooms and meeting rooms.) 3. OBLIGATIONS OF CHAMBER 3.1 The Chamber and/or MOCSEA shall be responsible for the securing of private funding for the administration and implementation of the Project undertaken by the Interim Authority. The Chamber's duties shall include, but not be limited to, the following activities: 3.1.1 Establish accounts of not less than $1,500,000 concurrent with receipt of matching funds from the City of Omaha pursuant to Section 2. 3.1.2 Funds in these accounts may be used solely for the operation of the Interim Authority or direct promotion of the Project. Such funds shall match the city expenditures on an equal basis. 3.2 The Chamber may elect to establish a separate fund which shall be designated as a "Public Awareness Campaign" Fund, and whose funds shall be used primarily for the purpose of fostering public awareness of the issues which will be voted upon at the May 9, 2000, election. All money deposited into such Fund shall count towards the Chamber's "matching fund" requirement, Section 3.1.2. Such money • is deemed by the parties not to constitute consideration for this contract and that damages for recision shall be limited to actual expenditures for Project development. 4. MUTUAL OBLIGATIONS 4.1 Each party shall maintain such records and accounts, including property, personnel, and financial records, as are deemed necessary to assure a proper accounting for its contract expenditures. Any authorized representative of either party shall have access upon reasonable request during normal business hours to any books, documents, papers and records of the other party which directly relate to this Agreement for the purposes of making audit, examination, excerpts, and transcriptions. Such records and accounts shall be retained for five (5) years from the completion of the tasks of this Agreement. 5. TERM 5.1 This Agreement shall be in full force and effect from the effective date of the City • • • Council resolution approving this Agreement through and including the completion of the duties of the parties; provided that certain duties of the parties as specifically set out herein may have been accomplished prior to the effective date or may be required subsequent to termination date. 6. GENERAL CONTRACT PROVISIONS 6.1 EQUAL EMPLOYMENT OPPORTUNITY CLAUSE Annexed hereto as Exhibit "B" and made a part hereof by reference are the equal employment provisions of this Agreement. Refusal by the Chamber, or any group or association receiving funds subject to this Agreement, to comply with these provisions as therein stated and described will subject the offending party on any or all of the following penalties: (a) Withholding of all future payments to the offending party under the involved contracts until it is determined that the offending party is in compliance with the provisions; or (b) refusal of all future bids for any contracts with the city or any of its departments or divisions until such time as the violator demonstrates that it has established and shall carry out the policies as therein outlined. 6.2 NONDISCRIMINATION The Chamber shall not, in the performance of this Agreement, discriminate or permit discrimination in violation of federal or state laws or local ordinances because of race, color, sex, age,political or religious opinions, affiliations or national origin. 6.3 CAPTIONS Captions used in this Agreement are for convenience and are not used in the construction of this Agreement. 6.4 APPLICABLE LAW Nebraska law will govern the terms and the performance under this Agreement. 6.5 INTEREST OF THE CITY Pursuant to section 8.05 of the Home Rule Charter, no elected official or any officer or employee of the City shall have a financial interest, direct or indirect, in any City contract. Any violation of this section with the knowledge of the Chamber or MOCSEA will render the contract voidable by the Mayor or the Council. 6.6 MERGER&MODIFICATION This is the entire, complete, and full agreement of the parties. No representations were made or relied upon by either party other than those that are expressly set forth herein. This Agreement shall not be merged into any other oral or written contract, lease or deed of any type. No agent, employee or other representative of either party is empowered to alter any of the terms hereof unless done in writing and signed by an authorized officer of the respective parties. All provisions of this Agreement and each and every document that shall be attached shall be strictly complied with as written, and no substitution or change shall be made except upon written direction from an authorized representative. 6.7 ASSIGNMENT The Chamber may assign all or portions of its rights and responsibilities under this Agreement to such other private, not for profit organization as it may reasonably determine is appropriate to facilitate the goals of this Agreement and the completion of the Project. Such assignment shall be subject to approval by the City Council, which approval shall not be unreasonably withheld. 6.8 CODE PROVISIONS During the term of this Agreement, the Chamber and MOCSEA shall be familiar with and expressly follow the provisions of section 10-162 of the Omaha Municipal Code, which is incorporated herein by reference. 6.9 AUTHORIZED REPRESENTATIVE For the purposes of notice, including legal service of process, during the term of this Agreement and for the period of any applicable statute or limitations thereafter, the following named individuals, or their successors in office, shall be the authorized representative of the parties: Louis A. D'Ercole, Finance Director City of Omaha Omaha/Douglas Civic Center 1819 Farnam Street Omaha,NE 68183 (402)444-5415 FAX (402)444-5423 • • C.R. 'Bob" Bell, President Greater Omaha Chamber of Commerce 1301 Harney Street Omaha,NE 68102-1804 (402) 346-5000 FAX (402) 346-7050 Metropolitan Omaha Convention Sports and Entertainment Authority, a Nebraska Nonprofit Corporation do AON Insurance ATTN: Jack Diesing, Jr. 11213 Davenport Street, Ste. 200 Omaha,NE 68154 (402) 697-1400 GREATER MA E OF COMMERCE By ATTEST: METROPOLITAN OMAHA CONVENTION SPORTS AND ENTERTAINMENT AUTHORITY, a Nebraska Nonprofit Corporation By AT'I EST: • CITY OF Old AHA Municipal Corporation By , _ .WY/, Mayor, City of Omaha Y ATTEST: , • 4. :2*, y Clerk APPROVED S TO RM: Ass's City Atto ey • CITY OF OMAHA LEGISLATIVE CHAMBER Omaha,Nebr 19 RESOLVED BY THE CITY COUNCIL OF THE CITY OF OMAHA: WHEREAS, the City Council has passed an ordinance to place on the public ballot-in May 2000 the creation of a permanent Metropolitan Entertainment and Convention Authority(`MECA"); and, WHEREAS, the City Council has established, as a part of said ordinance, an Interim Metropolitan Entertainment and Convention Authority("Interim Authority"); and, WHEREAS, the City of Omaha, the Greater Omaha Chamber of Commerce and the Metropolitan Omaha Convention, Sports and Entertainment Authority("MOCSEA")desire to enter into an agreement to establish an account to partially fund the development of a public arena/convention center facility. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF OMAHA: THAT, the Mayor is authorized to execute, and the City Clerk to attest, the attached Agreement among the City of Omaha, the Greater Omaha Chamber of Commerce and the Metropolitan Omaha Convention Sports and Entertainment Authority to establish an account using One Million Five Hundred Thousand Dollars ($1,500,000.00) of City funds and up to One Million Five Hundred Thousand Dollars ($1,500,000.00) of private funds to partially fund the development of a public arena/convention center facility. Funding shall be from the Arena/Convention Center Account, Fund 331. APPROVED AS TO FORM: iC O E P:\LAW\PJM4805.doc By 62tI4 Councilmember Adopted ICI 1 9 1999 /-/ •y!`/off/ • Odai2 City Clerk Approved...., . / lab Mayor en_ fa, c •- In 1 "ui ' � � w ,- o °• o °• 0 Po vo n m a b 0o o c ., ° o 4 � eR. c oCD h nx� C., ( cP ocD oC C.) ° ° O � o o `C -' D 00 � , � ° • OZ No Ch a C7 a ., CD • ° ci v o *- a P R. 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