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HomeMy WebLinkAboutR-2020-075 Agreement with Patek and Associates LLC, Regarding Consulting and Lobbying Services RESOLUTION NO. R-2020-075 A RESOLUTION APPROVING AND AUTHORIZING AN AGREEMENT BY AND BETWEEN THE CITY OF RIVERSIDE, MISSOURI AND PATEK AND ASSOCIATES, LLC, REGARDING CONSULTING AND LOBBYING SERVICES WHEREAS, the City of Riverside, Missouri (the "City") has negotiated with Patek and Associates, LLC ("Patek") for the provision of lobbyist services by Patek and Associates, LLC to the City; and WHEREAS, the City and Patek and Associates LLC have reached an agreement concerning the provision of lobbyist services as an independent contractor; NOW, THEREFORE, BE IT RESOLVED, by the Board of Aldermen of the City of Riverside, Missouri, as follows THAT The City of Riverside shall enter into an Agreement to be substantially in the form attached hereto as Exhibit A, with Patek and Associates, LLC whereby Patek and Associates, LLC shall provide lobbyist services, and as consideration for such services the City shall pay Patek and Associates, LLC, Three Thousand Five Hundred Dollars ($3,500.00) per month for the duration of the contract ("Agreement") until the Agreement expires or has been sooner terminated, pursuant to the provisions in Exhibit A. FURTHER THAT the execution and delivery of the Agreement, with such additions and modifications deemed necessary by the Mayor or City Administrator to complete the same, is approved, and the City Administrator is authorized to execute the Agreement and to take such other actions reasonably necessary to carry out the intent of this Resolution on behalf of the City, the execution of the Agreement being conclusive evidence of such approval. PASSED AND ADOPTED this Resolution shall be in full force and effect from and after its passage and approval. Passed this 1_N day of July 2020. Ma or Kathleen L. Ros ATTEST: City Cleric "Exhibit A" Independent Contractor Agreement This Independent Contractor Agreement ("Agreement") is made and entered into effective as of the 1St day of July, 2020, by and between City of Riverside ("City") and Patek & Associates, LLC. ("Consultant"). Recitals A. City desires to obtain and make secure for itself the experience, abilities and services of the Consultant on the terms and under the conditions set forth herein for the purpose of obtaining Consultant's advice to City regarding the City's ongoing lobbying activities. B. The agreement of Consultant to enter into the provisions of this Agreement is a condition precedent to City engaging Consultant. C. Consultant is willing to enter into this written Agreement fixing Consultant's engagement with the City. Now, therefore, the parties agree as follows: Agreement 1. Engagement. - Subject to the conditions set forth in this Agreement, City immediately engages Consultant and Consultant agrees to perform services for City as a lobbyist to Missouri state government and legislature during the term of this Agreement. 2. Term of Enqaqement. - Consultant's engagement shall commence immediately as of July 1 , 2020, and continue until June 30, 2021, unless sooner terminated as set forth in paragraph 7 herein below. 3. Compensation. - In exchange for the services to be provided by Consultant to City hereunder, City agrees to pay the Consultant as follows: Consultant shall receive three thousand five hundred ($3,500) per month for the duration of the contract until the Agreement expires or has been sooner terminated pursuant to the provisions of paragraph 7 herein below. 4. Expenses. - City shall pay reasonable and approved expenses of Consultant incurred in performing services for City hereunder, including meals and transportation/lodging not to exceed $200 per month except by prior approval by City. Consultant will provide City with a monthly statement itemizing all expenses. City agrees that if this Agreement is terminated for any reason, City will pay all outstanding invoices and "Exhibit A" expenses that comply with the conditions and provisions of this Agreement. 5. Independent Contractor. - The relationship of Consultant to City is that of independent contractor. Nothing in this Agreement shall constitute or be deemed to constitute Consultant as the agent, representative, or legal representative of City for any purpose other than as a registered lobbyist of City, and Consultant shall not be considered as having employee status with City. Consultant is granted no right or authority to assume, or to create, any obligation or responsibility, express or implied, in the name or on behalf of City, except as may be provided in this Agreement or as may be specifically authorized in writing by City. Consultant will have the sole responsibility for the payment of any and all taxes with respect to amounts paid by City to Consultant hereunder and for the satisfaction of any and all claims made by third parties on account of Consultant's conduct or that of Consultant's employees or agents in performance of services rendered to City pursuant to this Agreement or otherwise. Consultant shall make no representations or warranties with respect to the services or activities of City, except as set forth in writing in City literature or public pronouncements. 6. Indemnification. — Each party agrees to indemnify, save and hold each other harmless from and against all acts, whether of omission or commission, by said party or party's representatives or agents, and to indemnify and to save harmless from and against loss or damage of any nature, including costs of legal defense which the other party may sustain or become liable for by any reason of claims asserted against the other party on account of the acts or omissions of said party or party's representatives or agents. 7. Termination of Engagement. - The engagement of Consultant by City hereunder (and any obligation of City to compensate Consultant) shall terminate upon the occurrence of any of the following: 7.1 By the Parties. - Either party may terminate this Agreement for any reason by notifying the other, upon written notice, sent by certified U.S. mail with return receipt verification, of its desire to terminate Consultant's engagement hereunder, upon thirty (30) days notice. In the event this Agreement is terminated prior to the expiration date set forth in paragraph 2 hereinabove, City shall have no further obligation to compensate Consultant beyond the thirty (30) days' notice. 7.2 Business Termination. - The termination of business by City. "Exhibit A" "Exhibit A" 8. Confidentiality. 8.1 Covenant. - Consultant agrees that (1) Consultant will treat as confidential all Proprietary Information (as hereinafter defined) which may be made or become available to consultant; (ii) Consultant will not disclose any Proprietary Information to any other person for any purpose without the prior written consent of City; (iii) Consultant will use all Proprietary Information only in connection with Consultant providing services to City and not for any other purpose; and (iv) Consultant will prevent disclosure of any Proprietary Information by any partner, agent or representative of Consultant to others and assume liability for any breach of this Agreement and for any disclosure or use of Proprietary Information by Consultant or any for Consultant's partners, agents or representatives. Consultant's obligation to maintain the confidentiality of and not wrongfully use the Proprietary Information is unconditional, shall survive the expiration or termination of this Agreement or Consultant's engagement with City, as shall not be excused whether or not Consultant continues the relationship with City contemplated hereby. 8.2 Definition. For the purposes of this Agreement, "Proprietary Information" means any and all information and knowledge including, without limitation, data, documentation, methods, procedures, contact and contributor lists, and all data processing related materials or information, and other data relating to City, except information which consultant can demonstrate came to Consultant's attention prior to disclosure thereof by City, or which, at the time of disclosure to Consultant, had become a part of the public domain, through publication or communication by others; or which after disclosure to Consultant, becomes a part of the public domain, through publication or communication by others. 8.3 Return of Documentation, Etc. Consultant agrees that all documents and other tangible property of any nature pertaining to the activities of City or to any Proprietary Information, in Consultant's possession now or at any time during the period of Consultant's engagement with City, including, without limitation, memoranda, notebooks, notes, data sheets, records, contact or contributor telephone numbers and address lists, and electronic or mechanical data storage devices and records, are and shall be the property of City and that they and all copies of them shall be surrendered to City whenever requested by City from time to time following termination of Consultant's engagement hereunder but in no event later than December 31, 2012. Notwithstanding any of the above provisions of this paragraph, the Consultant shall be entitled to retain copies of any documents created by the Consultant pursuant to this Agreement, which do not constitute Proprietary Information as defined above. "Exhibit A" 9. Records/Work Product. Consultant agrees to keep records of all work performed on behalf of City. The parties acknowledge and agree that all such records and the work product resulting from the Consultant's efforts on behalf of City shall be the sole property of City. Work product shall include, but not be limited to, mailing lists, lists of members in City, lists of prospective members of City, results of polling data, and any and all other data and documentation regarding City, including, but not limited to, all Proprietary Information identified above. Consultant further agrees to surrender to City any and all such data, records and information at City's request for any reason, or at termination of this Agreement. The Consultant may retain copies of work product that does not meet the definition of Proprietary Information. 10. Miscellaneous. 10.1 Notice. All notices provided for herein shall be sent certified mail, postage prepaid, and addressed as follows: To Consultant: Patek & Associates, LLC P.O. Box 1933 Jefferson City, MO 65102 To City: City of Riverside c/o City Administrator 2950 Northwest Vivion Road Riverside, MO 64150 10.2 Binding Effect. The provisions hereof shall be binding upon and shall insure to the benefit of City and Consultant, their respective heirs, personal representatives, successors and assigns. Neither this Agreement, nor any of the rights or obligations of either party hereunder, may be assigned, in whole are in part, except that this entire Agreement may be assigned by City to any entity succeeding to substantially all of City's operations and assets by liquidation. merger or sale. 10.3 Governing Law. This Agreement shall be construed and enforced in accordance with the laws of the State of Missouri without giving effect to the choice of law provisions thereof. "Exhibit A" 10.4 Entire Agreement. This Agreement constitutes the entire agreement of the parties and supersedes and terminates any prior oral or written understandings or agreements between the parties relating to matters addressed herein. 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. 10.5 Waiver. The failure of either party to this Agreement to object or take affirmative action with respect to any conduct by the other which is in violation of the terms of this Agreement shall not be construed as a waiver thereof, or of any future breach of subsequent wrongful conduct. IN WITNESS WHEREOF, the parties have executed or caused this Agreement to be duly executed on their behalf by their respective officers and, as of the day and year first above written. 42 Dated �0L��' D � B . City of Riversid , ("City"), l C-5,0, kg eAe C Dated: �� Z�) By: at & Associates, LLC, (" n tant"); Jewell Patek