HomeMy WebLinkAbout2009-176 Agreement with PatekBill No. 2009-176 Ordinance No. 2009-176
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 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 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 and Associates,
LLC shall provide lobbyist services, and as consideration for such services the City shall pay Patek
and Associates, LLC, Two Thousand Five Hundred Dollars ($2,500.00) 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.
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 December, 2009
ATTEST:
. G~~
Mayor Kathleen L. Rose
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: ,~'~~~
y: City of Riverside, ("Cit}~');
Dated: Z ~ 2
By:
Independent Contractor
This Independent Contractor Agreement ("Agree
effective as of the ls1 day of January, 2010, by and b~
Patek & Associates, LLC. ("Consultant").
Recitals
A. City desires to obtain and make secure for itself
of the Consultant on the terms and under the conditic
obtaining Consultant's advice to City regarding the C
B. The agreement of Consultant to enter into the provisions or tms t~greement 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. En¢agement. -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 En¢aslement. - Consultant's engagement shall commence
immediately as of January 1, 2010, and continue until December 31, 2010, 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 two thousand five hundred ($2,500) 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 expenses that comply with the conditions
and provisions of this Agreement.
5. Indeuendent 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.
8. Confidentiality.
8.1 Covenant. -Consultant agrees that (n 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, 2009. 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:
Patek & Associates, LLC
P.O. Box 1933
Jefferson City, MO 65102
To City:
City of Riverside
c/o City Manager
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.
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: ,~'~~~
y: City of Riverside, ("City");
Dated:
By: Patek & Associates, LLC,
("Consultant"); Jewell Patek