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HomeMy WebLinkAbout2005-140 - Professional Services Agreement with A.R. Keckler•, BILL NO.2005-140 ORDINANCE NO.2005-140 AN ORDINANCE AUTHORIZING THE CITY OF RIVERSIDE TO ENTER INTO AN AGREEMENT FOR PROFESSIONAL SERVICES WITH, AND PAY CERTAIN FUNDS TO, A.R. KECKLER WHEREAS, A.R. Keckler ("Contractor") is an individual providing services, including certain engineering services ("Services"); and WHEREAS, Contractor desires to provide such Services and requires funding to provide services to the City; WHEREAS, the City fords that the provision of the Services is a public purpose and the City has the capability and desire to retain Contractor for the provision of such Services to the City. NOW, THEREFORE, BE IT ORDAINED, by the Board of Aldermen of Riverside, Missouri, as follows: Section 1. The City fords that the provision of the Services contributes to the welfare of the City as well as the economic and social potential of the City and its residents, that the Services are important to the welfare of the City and that the provision of funds to assist in providing such Services are for a public purpose. Section 2. The City of Riverside shall pay Contractor Thirty-One dollars ($ ~ l •o a ) per hour in exchange for his Services pursuant to an Agreement for Professional Services (the "Agreement"), in substantially the form attached as Exhibit A, which is hereby approved. Section 3. The Mayor and City Clerk are authorized and directed to execute the Agreement for Professional Services execution of such document being conclusive proof of such approval. The Mayor, City Clerk and City Administrator are each authorized and directed to perform all acts and execute any other documents necessary or desirable to effectuate the intent of this Ordinance. Section 4. The sections, paragraphs, clauses, and phrases of the Ordinance are severable and if any portion of the Ordinance is declared unlawful by the valid judgment, decree, or injunction order of a court of competent jurisdiction, such ruling shall not affect any of the remaining phrases, clauses, sentences, paragraphs, and sections of the Ordinance and all provisions of the Ordinance not specifically declared to be unlawful shall remain in full force and effect. Section 5. This ordinance shall take effect ' ediately ADOPTED AND PASSED THIS~~AY OF 005. ~f` ~~ MAYOR PRO TEM THE CITY OF RIVERSIDE, MISSOURI ATTEST: CLERK .r ... t t _n >R i' ~ I i T ~f AGREEMENT FOR PROFESSIONAL SERVICES This Agr~Qement for Professional Services (the "Agreement") is hereby made and entered into this Z.G day of December 2005 (the "Effective Date"), by and betweeen the City of Riverside, issouri, a fourth-class Missouri city (the "City"), and A. R. Keckler (`Contractor"). WHEREAS, City desires to retain Contractor as an independent contractor and Contractor desires to become an independent contractor for the City as hereinafter set forth, and both parties desire to execute a formal independent contractor agreement; and WHEREAS, City is a city of the fourth-class in the State of Missouri, and! in the conduct of such activity desires Contractor to perform general professional municipal services for the City as a special projects assistant; and WHEREAS, Contractor desires to perform these services for City under the terms and conditions set forth in this Agreement. NOW, THEREFORE, in consideration of the promises and mutual covenants hereinafter set forth, it is agreed as follows: 1. Scope of Services. Contractor agrees to become an independent contractor of City and City agrees to retain Contractor as an independent contractor. It is expressly agreed and understood by the parties hereto that nothing in this Agreement shall create an employer/employee relationship between the parties. Contractor will perform general professional municipal services, including, but not limited to engineering services for the City in the capacity of Special Projects Assistant. Specific projects will be directed to Contractor by the City Administrator, or such representative duly designated by the Board of Aldermen of the City of Riverside, Missouri. 2. Term and Termination. Such service shall be for a term of six (6) months from the Effective Date hereof, and may be extended for additional terms, upon the mutual written agreement between the City and the Contractor. This agreement may be terminated by either party for any reason upon thirty (30) days written notice to the other party. 3. Hours of Work The contractor shall provide forty (40) hours of service per week, more or less, depending upon the demands of the City and the work schedule of the Contractor. As this position is recognized as a contract position and does not create an employment relationship between the City and Contractor, both parties understand there are no employment benefits that accrue to the Contractor. As such, it is also understood that the Contractor will have discretion over his work schedule. 4. Compensation. The 't a ees to pay the Contractor for his service at the rate of Tr~rt~-onP dollars ($ per hour for the duration of this agreement. Contractor agrees to submit bi-weekly invoices detailing the hours worked': and the work performed on behalf of the City for the period. Such invoices are payable within two (2) weeks after their submission to the City. Any expenses incurred by the Contractor, such as meals, Page 1 of 4 r.r .. ~' r n n 1' 8 0l T IC . •. lodging and travel, in the performance of duties for the City, and previouslyauthorized by the Cam, will be reimbursed by the City in the same manner as that for the City's employees. 5. Supplies. The City agrees to supply the Contractor with all supplies necessary to complete any work assigned on behalf of the City. Contractor shall communicate the need for such supplies to the City Administrator before undertaking the use of such supplies. 6. Lega[ Protection. The City agrees to indemnify the Contractor for acts taken as Special Projects Assistant. The City agrees to defend the Contractor for any actions taken in the performance of the Contractor's official duties; for legal activities that may occur after the Contractor leaves the service of the City. This provision survives any termination of this agreement. 7. Indemnity. Contractor shall indemnify, hold harmless and defend the City, and its officials, officers, advisors, agents and employees (collectively, the "City Indetnnitees") from and against any and all liabilities, losses, costs, damages and expenses (includ''ing reasonable attorneys' fees and expenses and court costs) of whatsoever nature that may be incurred by the City Indemnitees, or any of them, arising out of or in connection with thel terms of this Agreement to the extent that such liabilities, losses, costs, damages and expenses (including reasonable attorneys' fees and expenses and court costs) or claim thereof results or arises, in whole or in part, from the negligent, reckless or intentional acts or omissions of Contractor. In so defending the City Indemnitees and each of them, Contractor shall provide counsel that is reasonably acceptable to the City. The City shall indemnify, hold harmless and defend Contractor from and against any and all liabilities, losses, costs, damages and expenses (including reasonable attorneys' fee and expenses and court costs of whatsoever nature that may be incurred by the Agreement to the extent that such liabilities, losses, costs, damages and expenses (including reasonable attorneys' fees and expenses and court costs) or claim thereof results or arises, in whole or in part, from the negligent, reckless or intentional acts or omissions of the City. In so defending Contractor, the City shall provide counsel that is reasonably acceptable to Contractor. This Section 7 shall survive the revocation or termination of this Agreement. 8. Independent Contractor. It is understood and agreed that nothing herein contained is intended or should be construed as in any way establishing the relationship of co- partners or a joint venture between the parties, or as constituting Contractor as an agent, representative or employee of the City for any purpose whatsoever. Contractor is !to be, and shall remain at all times, an independent contractor with respect to all duties, tasks, activities, and/or planning to be performed under this Agreement. Persons employed, retained, and/or solicited by Contractor in the performance of Contractor's duties pursuant to this Agreement are not employees of the City and neither Contractor nor his employees shall have claim to pension, workers' compensation, unemployment compensation, civil service or other employee rights or privileges granted to the City's officers and employees either by operation of law or by the City. Page 2 of 4 'r .. 7 t n >R i' i 0 1 T IC 9. Strict Performance. No failure by the City to insist upon the strict performance of any covenant, agreement, term or condition of this Agreement or to exercise a right or remedy shall constitute a waiver. No waiver of any breach shall affect or alter this Agreement, but each and every covenant, condition, agreement and term of this Agreement shall continue in full force and effect with respect to any other existing or subsequent breach. 10. Invalidity or Unenforceability of Particular Provisions. The .invalidity and unenforceability of any particular provision of this Agreement shall not affect the other provisions hereof not inconsistent with such provision, and the Agreement shall be construed in all respects as if such invalid or unenforceable provisions were omitted, provided, however, if the remaining provisions of this Agreement would make the obligations of the parties inequitable vis-a-vis the parties or the deletion of any such provisions would materially change the essential terms of this Agreement, the parties will negotiate in good faith modification of this Agreement to place the parties in as reasonably close position to their original positions if possible. In the event the parties are unable to negotiate a modification hereto, either party shall have the right to terminate this agreement upon not less than fifteen (15) days notice. 11. Assignment. Contractor shall make no assignment of this Agreement or any right or obligation occurring under this Agreement in whole or in part without the express written consent of the City. The City shall have full discretion to approve or deny, with or without cause, any proposed or actual assignment by Contractor. Any assignment of this Agreement made by Contractor without the express written consent of the City shall be nulll and void and shall be grounds for the City to declare a default of this Agreement and immediately terminate this Agreement by giving written notice to Contractor, and upon the date of such notice this Agreement shall be deemed immediately terminated, and upon such termination all liability of the City under this Agreement to Contractor shall cease. 12. Governing Law. This Agreement shall be construed or enforced under and in accordance with the laws of the State of Missouri. Any and all legal action necessary to enforce this Agreement shall be held or brought in Platte County, Missouri. 13. Compliance With Laws. Contractor shall conduct his duties and obligation under this Agreement in compliance with all applicable Federal, State and local laws, ordinances, orders and regulations. 14. Severability. If any provision of this Agreement shall be declared illegal, void or unenforceable by a court of competent jurisdiction, the other provisions shall not be affected but shall remain in full force and effect. 15. Entire Agreement. There are no other agreements or understandings, either oral or written, between the parties affecting this Agreement, except as otherwise specifically provided for or referred to herein. This Agreement cancels and supersedes all previous agreements between the parties relating to the provision of services covered by this Agreement. No change or addition to, or deletion of, any portion of this Agreement shall be valid or binding upon the parties hereto unless the same is approved in writing by the parties. There are no other contracts between the parties. Page 3 of 4 • •r .. ~~ r n n i' 1 0 1 1' iC i 16. No Third-Party Rights. Nothing in this Agreement shall be constr€ied as creating or giving rise to any rights in any third parties or any persons other than the parties~hereto. 17. Construction of Headings. The captions or headings are for corjvenience only and are not intended to limit or define. the scope or effect of any provision of this A' greement. City of Riverside, Missouri < fl~ M yor Pro Tem ~~~ i A. R. Keckler, Contractor Page 4 of 4 .,r .. ~ t r n n i' 3 01 T IC