HomeMy WebLinkAbout2004-026 - Agreement with Patek and Associates for Consulting and Lobbyists Services.,
BILL N0.200426
ORDINANCE N0.200426
AN ORDINANCE APPROVING THE FORM OF, AND AUTHORIZING THE MAYOR TO
COMPLETE AND EXECUTE, AN AGREEMENT BY AND BETWEEN THE CITY OF
RIVERSIDE, MISSOURI AND PATEK AND ASSOCIATES, LLC, REGARDING
CONSULTING AND LOBBYISTS 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 to the City; and
WHEREAS, the City and Patek have reached an agreement concerning the provision of lobbyist
services as an independent contractor.
NOW, THEREFORE, be it ordained by the Board of Aldermen of the City of Riverside, Missouri, as
follows:
Section 1. '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 shall provide lobbyist services, and as
consideration for such services the City shall pay Patek a total amount not to exceed Thirty Thousand and
No/100 Dollars ($30,000.00), not including reasonable expenses (the "Agreement").
Section 2. The execution and delivery of the Agreement, with such additions and modifications deemed
necessary by the Mayor to complete the same, is approved, and the Mayor is authorized to execute the
Agreement and to take such other actions reasonably necessary to carry out the intent of this Ordinance on
behalf of the City, the execution of the Agreement being conclusive evidence of such approval.
Section 3. 'This Ordinance shall be in full force and effect from and after its passage and approval.
Passed this ~~ay of 2004.
Mayor
A
y Clerk -
Independent Contractor Agreement
This independent Contractor Agreement ("Agreement") is made and entered into effective as of
the y 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. Encasement. -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 as well as the United States
Congress for City during the term of this Agreement.
2. Term of Encasement -Consultant's engagement shall commence immediately
as of March 1, 2004 and continue until December 31, 2004, 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 ($3,000) 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 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
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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 Enaa¢ement. -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.
8. Confidentiality.
8.1 Covenant. -Consultant agrees that (i) 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
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be excused whether or not Consultant continues the relationship with City
contemplated hereby.
8.2 Det'mition. 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, 2004. 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.
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:
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Patek & Associates, LLC
719 Swifts Highway
Jefferson City, MO 65109
To City:
City of Riverside
2950 Norkhwest Vivion Road
Riverside, MO 64150
10.2 Bindin¢ 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 Governin¢ 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
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.
Dated: `1~!G~e~i~ ~/. •2~~~"
Dated: ,t
By: City of erside, ("City"); Betty
Burch, Mayor
atek & Assoc ~[~-bLC,
(" onsultant"); Jewell Patek
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