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HomeMy WebLinkAboutDowntown Development Authority - Minutes - 01/08/1998D&NTOWN dft DEVELOPMENT AUTHORITY 19 OLD TOWN SQUARE, SUITE 230 Telephone (970) 484-2020 FORT COLLINS, CO 80524 Telefax (970) 484-2069 DOWNTOWN DEVELOPMENT AUTHORITY Regular Directors' Meeting MINUTES OF JANUARY 8, 1998 REGULAR MEETING The Board of Directors of the Downtown Development Authority met in regular session at 7:30 a.m., January 8, 1998 in the Meeting Room at Home State Bank - 303 E. Mountain Avenue. PRESENT There were present: Kermit Allard, Chair presiding Mary Brayton, Vice Chair Greg Belcher, Treasurer Margaret Brown Steve Slezak Chuck Wanner Larry Stroud John Pitner Absent: Jason Meadors, Secretary Staff: Chip Steiner, Consultant Anne Garrison Lucia Liley, Legal Counsel Guests: Jay Hardy, Bud Frick CALL TO ORDER Mr. Allard called the meeting to order and roll call was taken. MINUTES A motion was made by Ms. Brayton to approve the minutes of December 4, 1997. Mr. Allard noted that page three, paragraph one, line two should read "Ms." Brayton, and with that correction, Ms. Brayton moved to approve the minutes, this was seconded by Mr. Wanner and carried unanimously. PREA14BLE Mr. Steiner expressed the Board's appreciation to Mr. Fobes of Home State Bank for the use of the facilities. This was followed by felicitations to Mr. Allard on the occasion of his daughter's marriage. DDA MINUTES PAGE 2 DDA/DBA Mr. Steiner introduced this topic, explaining the AGREEMENTS Agreements, also Resolutions 98-1 and 98-2 contained in the Board packets. A decision was made in 1997 to withdraw DDA's financial assistance, but rescinded because of the return on marketing services provided by DBA's new marketing strategy. RESOLUTION 98-1 A suggestion was made by Mr. Allard to delete from Resolution 98-1 the words "increase" and "increasing" as they relate to the provision of security services, and to clarify that DDA is a member of the Association. In addition, Ms. Liley suggested that the third paragraph spell out a specific remedy should funds be disbursed contrary to the agreement, and that in such an instance, DDA can request reimbursement. Mr. Slezak inquired about the possibility of a DDA representative having a seat on the DBA Board. Mr. Hardy clarified that in the DBA bylaws, mention is made of a seat being available to a DDA representative. Mr. Wanner commented that the agreement should spell out in no uncertain terms the purpose for the $10,000. Membership should be stated at its dollar value, and the balance clearly designated for whatever purpose the Board determines. This should be stipulated, so funds cannot be diverted to a category not in keeping with the purposes of the DDA. Thus it was determined that Resolution 98-1 be revised in accordance with the discussion; its final draft to be reviewed by Legal Counsel and Mr. Allard. Mr. Pitner so moved, seconded by Mr. Wanner and carried unanimously. RESOLUTION 98-2 In the case of Resolution 98-2, office rental cost and salary is to be shared by both DDA and DBA. Additional secretarial and support services provided to DBA for special events, is of benefit to the central business district and its patrons. It was emphasized that DDA remains the employer, together with all the rights and obligations of an employer. It was subsequently decided to table the discussion and remand both Resolutions back to Mr. Steiner, and prepare to offer suggestions at the next meeting. OTHER BUSINESS Mr. Steiner commented on a memo contained in the packets, intended to draw the Board's attention to some important dates and issues. Of note is the January 13, City Council Study Session at which the new parking ramp and Justice Center will be discussed. Then on February 10, is the Study Session in which the DDA's activities over the past decade will be reviewed and options for the future discussed. PARKING RAMP Although the timetable is not known at this time, Mr. Steiner advised that the parking ramp is to be bid, and believes that the Authority should make known its interest in the project, stating the Board's desire to see it go forward. Toward this end, he asked for the Board's direction. Mr. Stroud moved that Mr. Steiner express to the City DDA's strong interest in this project, which was seconded by Mr. Slezak and carried unanimously. Questions were asked about the progress of the Walmart project and the status of Cozzola's. Counsel declined to comment on the former, stating a conflict of interest, and there may be an offer pending to buy the building which houses Cozzola's Pizza. DDA MINUTES PAGE 3 LPC UPDATE Mr. Frick reported that LPC had been approached within the past month regarding the renovation of a building on Linden Street. Following a walk through of the property, no other steps have been taken to date. ADJOURN There being no further business, the meeting adjourned at 8.45 a.m. Jason Meadors, Secretary oaWNTOWN • DEVELOPMENT AUTHORITY 19 OLD TOWN SQUARE, SUITE 230 FORT COLLINS, CO 80524 TO: DDA Board of Direc FROM: Chip Steiner DATE: January 30, 1998 RE: DDA-DBA Agreement Telephone (970) 484-2020 Telefox (970) 484-2069 After listening to the Board discussion at last month's meeting and, more recently, talking with the DDA executive committee, it seems that the simplest and cleanest approach to maintaining the DDA-DBA relationship is through a letter of understanding between the two parties. A draft is attached. The use of a letter avoids drafting two different legal agreements and the exchange of checks for services. Ms. Mary Brayton, President Downtown Business Association 19 Old Town Square, Suite 230 Fort Collins, CO 80524 Dear Ms. Brayton: This letter is to confirm our understanding of the exchange of services between the Downtown Development Authority and the Downtown Business Association for the calendar year 1998. In the past, the DDA contracted with the DBA for certain marketing and promotional services consistent with the purposes of the Authority.. In addition to a fee, the DDA provided office space and staff support as payment for DBA services. Many elements of this arrangement changed in 1997 including the relocation of the DDA/DBA offices and the assumption by the DBA of the lease obligation with the DDA becoming a sublessee.. Also, for the first time, the DBA budgeted funds ($8,000) to defray some of the DDA's costs in providing staff support to the DBA. The DBA's financial obligation to the DDA for staff support and the purchase by the DDA of marketing and promotional services from the DBA amounts to an exercise of swapping checks. Therefore, to avoid confusion and to simplify the DDA-DBA relationship the two organizations agree to the following arrangement: The DDA will continue to employ an administrative office manager whose services will be made available to the DBA providing that: A. Those services provided by the DDA on behalf of the DBA are consistent with the, purposes of the DDA as provided for by statute; B. The responsibilities and obligations of the administrative office manager to the DDA are not compromised; C. That the administrative office manager engages in no activity not permitted by the laws and regulations governing the activity of a public employee. 2. The Downtown Business Association will continue to perform marketing and promotional services at a financial level equal to or in excess of the 1997 program; 3. The Downtown Development Authority will remain a member of the Downtown Business Association with annual membership dues of $2,000 which constitutes a reduction of $500.00; 4. The parties agree to pay on a pro rata basis all other shared costs including but not limited to rent, janitorial, telephone, office supplies, computer charges. The Board of Directors of the Downtown Development Authority have authorized the signing of this letter by Chairman Kermit Allard with the passage of Resolution 98-2. The resolution is attached to this letter. Signed and Agreed to: DOWNTOWN DEVELOPMENT AUTHORITY M Kermit Allard, Chairman Agreed to: DOWNTOWN BUSINESS ASSOCIATION Date: Mary Brayton, President RESOLUTION 98-2 OF THE FORT COLLINS, COLORADO DOWNTOWN DEVELOPMENT AUTHORITY AUTHORIZING THE CHAIRMAN TO ENTER INTO A LETTER OF AGREEMENT WITH THE DOWNTOWN BUSINESS ASSOCIATION FOR THE PROVISION OF RECIPROCAL SERVICES WHEREAS, the Fort Collins Downtown Development Authority has been duly organized in accordance with the Colorado Revised Statutes 31-25-804, 1973 as amended; and, WHEREAS, the Downtown Development Authority and the Downtown Business Association find it to be in their mutual interests to work together for the improvement of the central business district; and, WHEREAS, the Downtown Development Authority finds the activities of the Downtown Business Association to be consistent with and to partially fulfill the statutory purposes of the Downtown Development Authority; and, WHEREAS, the parties understand that a mutual working relationship shall be in accordance with all applicable law governing the operation of a public body and public employees. NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of the Fort Collins Downtown Development Authority that it hereby authorizes the Chairman to enter into a letter of agreement with the Downtown Business Association to share in the mutually beneficial services as described in the letter attached hereto and incorporated herein. Term of this agreement shall be for the 1998 calendar year. Passed and adopted at a regular meeting of the Board of Directors of the Fort Collins Downtown Development Authority this 8th day of January, 1998. Kermit Allard, Chairman ATTEST: Jason Meadors, Secretary AWNTOWN dft DEVELOPMENT AUTHORITY 19 OLD TOWN SQUARE, SUITE 230 FORT COLLINS, CO 80524 TO: DDA Board of Directo FROM: Chip Steiner DATE: February 3, 1998 oy RE: Assignment of Contract Telephone (970) 484-2020 Telefax (970) 484-2069 After the DDA and I signed a professional services contract last October, I changed my business to an S-corporation. To keep the relationship legal and to make sure Internal Revenue Service requirements are satisfied, I am asking that the Board of Directors to consent to the assignment of the original professional services contract to The Robert Steiner Company. The assignment requires that I must perform all the agreed to services and that I cannot foist off responsibilities on other employees or agents. The assignment and a copy of the original professional services contract is attached. ASSIGNMENT OF PROFESSIONAL SERVICES THIS ASSIGNMENT is made this day of February, 1998, by and between Robert L. Steiner ("Assignor") and The Robert Steiner Company, a Colorado Corporation ("Assignee"). 1. On or about October 7, 1997, Assignor entered into a Professional Services Agreement with the Fort Collins Downtown Development Authority, which Agreement is attached hereto as Exhibit "A". 2. Assignor desires to assign, and Assignee desires to assume, the rights, duties, and liabilities of the Assignor under said Professional Services Agreement provided that the services to be proffered pursuant to such agreement shall be performed by Robert L. Steiner and not by any other employee or agent of assignee. NOW, THEREFORE, for valuable consideration, the receipt of which is hereby acknowledged by Assignor, Assignor assigns said Professional Services Agreement to Assignee effective as of the date hereof, for the balance of the term through December 31, 1998. Assignee shall assume all rights and duties required of Assignor under the Professional Services Agreement and shall comply with all the terms and conditions of the Agreement. ASSIGNOR: ASSIGNEE: The Robert Steiner Company, A Colorado Corporation BY: BY: Robert Steiner, an individual Robert Steiner, President CONSENT The Fort Collins, Colorado Downtown Development Authority hereby consents to this assignment provided that all services and duties to be performed by Assignee in accordance with Exhibit A shall be provided solely by Robert Steiner and shall not be assigned or delegated to any other person employed by The Robert Steiner Company. FORT COLLINS DOWNTOWN DEVELOPMENT AUTHORITY Kermit Allard, Chairman PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT Is made and entered Into this Aay of October. 1997, by and between The Fort Collins, Colorado Downtown Development Authority, a body corporate and politic (the 'DDAJ, and Robert L Steiner, an Individual doing business as The Steiner Company (the 'Professkxiall. WITNESSETH: WHEREAS, the Professional has extensive experience and knowledge related to downtown development activities and has previously been employed by the DDA as Its executive director and is currently providing certain limited management services to the DDA pursuant to a Professional Services Agreement which terminates October 31, 1997; and WHEREAS, the volume of work of the DDA has substantially Increased, and the Board of Directors of the DDA (the Board') expects that the workload in the next few years will also be significantly Impacted by the proposed new courthouse and performing arts facilities, Poudre River planning and redevelopment and planning and construction of a new downtown parking facility as well as a number of proposed private development and redevelopment projects within the DDA's boundaries; and WHEREAS, it Is the opinion of the Board that the present contractual arrangement with the Professional for limited management services Is insufficient to properly manage the affairs of the DDA and that it is in the best long-term Interests of the DDA and the public constituency which it serves to provide experienced and competent management to handle the current and projected workload of the DDA. NOW, THEREFORE, in consideration of the mutual covenants and obligations herein expressed, it Is agreed by and between the parties as follows: 1. Scopeof The Professional agrees to provide management services in accordance with the scope of services attached hereto as Exhibit A, consisting of one (1) page, and Incorporated herein by this reference. 2. The Work Schedule. The services to be provided pursuant to this Agreement shall be perfortmed in a timely manner and in a manner to ensure the uninterrupted flow of normal DDA business. 3. Time of Commencement and Completion of Services. This Agreement shall be effective November 1, 1997, and the services to be provided pursuant to this Agreement shall continue uninterrupted for a period of fourteen (14) months, through December 31, 1995. 4. Early Terminatkan by the DDA. Notwithstanding the time periods contained herein, the DDA may terminate this Agreement at any time without cause by providing written notice of termination to the Professional. Such notice shall be delivered at least thirty (30) days prior to the termination date contained In said notice. With cause, the DDA may terminate this Agreement by providing written notice of such termination to the Professional. In the event of any such early termination by the DDA, the Professional shall be paid for services; rendered prior to the date of termination, pro -rated based on the number of days worked in the month of termination, subject only to the satisfactory performance of the Professional's obligations under this Agreement. Such payment shall be the Professional's sole right and remedy for such termination. 5. Early Termination by the Professional. Notwithstanding the time periods contained herein, the Professional may terminate this Agreement upon providing written notice to the DDA at least thirty (30) days prior to the termination date contained in said notice unless otherwise agreed to between the parties. In the event of any such early termination by the Professional, the Professional shall be paid on a pro -rate basis for services rendered prior to the date of termination, subject orgy to the satisfactory performance of the Professional's obligations under this Agreement 6. Insurance Resnonsibplty. The Professional shall be responsible for the professional quality and accuracy of the services rendered. The Professional shall maintain commercial general IlabAity Insurance in the amount of Five Hundred Thousand Dollars ($500,000.00) combined single limits. 7. Compensation. In consideration of the services to be performed pursuant to this Agreement, the DDA shall pay to the Professional the total sum of Ninety -Nine Thousand One Hundred Shcty-Seven Dollars ($99,167.00) for the fourteen (14) month term of this Agreement, to be paid in equal monthly Installments of Seven Thousand Eighty -Three and 36/100 Dollars ($7,083.36) on the first day of each month. The Professional shall be solely responsible for paying all costs and expenses necessary to provide the seMces required by this Agreement, including, but not limited to, office space, furniture, equipment, secretarial services, telephone and telefax charges, Insurance coverage and the like. 8. Appropriation Contingency. The payment obligation of the DDA under this Agreement Is expressly subject to an annual appropriation by the DDA and the City of For Collins, Colorado for such purpose. 9. The DDA Board and Employees. The Professional shall perform work at the direction of the Board which shall make, within the scope of Its authority, all necessary and proper decisions with reference to the terms of this Agreement. 10. Independent Contractor. The services to be performed by the Professional are those of an Independent contractor and not of an employee of the DDA. The DDA shall not be responsible for withholding any portion of the Professional's compensation hereunder for the payment of FICA, workers' compensation, other taxes or benefits or for any other purpose. 11. Personal Services. It Is understood that the DDA enters Into this Agreement based on the special abilities of the Professional and that this Agreement shall be considered as an agreement for personal services. Accordingly, the Professional shall neither assign any responsibilities nor delegate any duties arising under this Agreement without the prior written consent or direction of the DDA. 12. Not Exclusive. it Is understood and agreed between the parties that, although the services to be provided under this Agreement shall be the primary business of the Professional, this is not an exclusive services contract, and the Professional may seek and accept work from other parties, provided that such other work does not interfere with the Professional's ability to fully perform the scope of services defined on Exhibit A. 13. Default. Each and every term and condition hereof shall be deemed to be a material element of this Agreement. In the event either party should fall or refuse to perform according to the terms of this Agreement, such party may be declared in default. 14. Remedies. In the event a party has been declared in default, such defaulting party shall be allowed a period of ten (10) days within which to cure said default. In the event the default remains uncorrected, the parry declaring default may elect to: (a) terminate this Agreement and seek damages; (b) treat this Agreement as continuing and require specific performance; or (c) avail himself or herself of any other remedy at law or equity. If the non -defaulting parry commences legal or equitable actions against the defaulting parry, the defaulting party shall be liable to the non -defaulting parry for the non -defaulting parry's reasonable attorneys fees and costs Incurred because of the default. PA • 15. Notloes All notices to the DDA should be sent to the following address: The Fort Collins, Colorado Downtown Development Authority ATTN: Chairperson 19 Oki Town Square, Suite 230 Fort Collins, CO 80524 with a copy to: Lucia A. Uey March & Myatt, P.C. 110 East Oak Street, Suite 200 Fort Collins, CO 80524 and to the Professional at the following address: Robert L Steiner, d/b/a The Steiner Company One West Art Center 201 South College Avenue Fort Collins, 00 80524 Any party may direct the other in writing to send any notices or make any payments due to such addresses or to any addresses subsequently designated by that party in writing. 16. Binding Effect. All of the terns and provisions of this Agreement shall be binding upon, Inure to the benefit of and be enforceable by the respective successors, assigns, heirs and personal representatives of the parties. 17. Law/Severebility. The laws of the State of Colorado shall govern the constriction, Interpretation, execution and enforcement of this Agreement. DATED the date set forth above. THE FORT COLLINS, COLORADO DOWNTOWN DEVELOPMENT AUTHORITY, a body corporate and politic �a By: ��L'�^^'Y c Kermit L Allard, Chalr 4A-= bert L St eVier, an individual doing business as The Steiner Company ddaAWNTOWN • DEVELOPMENT AUTHORITY 19 OLD TOWN SQUARE, SUITE 230 FORT COLLINS, CO 80524 i TO: DDA Board of Directo FROM: Chip Steiner DATE: January 30, 1998 RE: Downtown Transit Center Telephone (970) 484-2020 Telefox (970) 484-2069 For the last nine months the City has been working on the concept of a multi -modal transit center. It has reached the conclusion that the best site for the facility is on the old freight depot block. This location should serve the central business district well particularly in relation to the parking garage to be built on the LaPorte -America lot directly to the south and the new County and City office buildings to the west. It will result in the renovation of the freight depot building. Located along. the mainline Burlington -Northern railroad line, it will be well suited to take advantage of any future passenger rail service into the City. The proposed design will permit the development of two additional buildings at the northwest and southwest corners of the block. From the DDA's perspective, these sites represent great opportunities to leverage additional private investment in the CBD. While no formal action is needed from the Board, John Daggett, the city's transportation planner, is seeking input and, if possible, an endorsement of the site and design concept. Downtown Multi -Modal Transportation Center City staff is recommending that the C & S Freight Depot be developed as the site of a new downtown multi -modal transportation center. The freight depot site was selected from nine initial locations that were examined during a feasibility study that was recently completed. The site was selected for a variety of reasons not the least of which is the ability to renovate an historical building and recreate an original use. The center would also anchor the northern end of the Burlington Northern Santa Fe/ Mason Street Corridor, a City Building Community Choices project. The site is intended to be used primarily as a transit center for the City's Transfort bus system as a showcase location for transit among the new developments planned for the LaPorte/Mason Street intersection. The first attachment shows the general location and the sites of the proposed parking garage, justice center, new city office building, and the C & S Freight Depot. The second attachment shows a conceptual drawing of the C & S Freight Depot site and how it might look with a transit center incorporated on the property. The future building pad sites are recomn=xled to be constructed with an architecture consistent with that found in the old passenger depot that was torn down some years ago. The freight depot building has not yet been programmed, but initial ideas center on preserving as much of the original character as possible. It is expected that the south part of the depot will house a transit waiting area including ticket sales, restrooms, and reception area The remainder of the building may house city transportation staff in offices in the future. The depot property will be used as a temporary parking lot while the parking garage is being built on the LaPorte -America lot to the south. There is no firm time frame for renovation of the depot site itself However, the City would like to take the project through the preliminary development process beginning sometime in February or March of this year. • �-1 • •