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HomeMy WebLinkAbout19-25 Resolution No. 19-25 RESOLUTION AUTHORIZING EXECUTION OF A PROFESSIONAL SERVICES AGREEMENT WITH DAN SHOMON, INC. FOR LEGISLATIVE REPRESENTATION BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN, ILLINOIS, that Richard G. Kozal, City Manager, and Kimberly A. Dewis, City Clerk, be and are hereby authorized and directed to execute a Professional Services Agreement on behalf of the City of Elgin with Dan Shomon,Inc., for legislative representation, a copy of which is attached hereto and made a part hereof by reference. s/David J. Kaptain David J. Kaptain, Mayor Presented: February 27, 2019 Adopted: February 27, 2019 Omnibus Vote: Yeas: 8 Nays: 0 Attest: s/Kimberly Dewis Kimberly Dewis, City Clerk AGREEMENT THIS AGREEMENT is made and entered into this 27th day of February 2019, by and be- tween the CITY OF ELGIN, an Illinois municipal corporation (hereinafter referred to as "CITY")and DAN SHOMON, INC., and Illinois corporation, (hereinafter referred to as "LOBBYIST"). WHEREAS, the CITY desires to engage the LOBBYIST to furnish certain professional ser- vices in connection with state and federal government legislative efforts; and WHEREAS, the LOBBYIST represents that he is in compliance with the applicable statutes relating to the registration and qualifications of LOBBYIST and that he has the necessary expertise and experience to furnish such services upon the terms and conditions set forth herein below. NOW, THEREFORE, it is hereby agreed by and between the CITY and the LOBBYIST that the CITY does hereby retain the LOBBYIST for and in consideration of the mutual promises and covenants contained herein,the sufficiency of which is hereby mutually acknowledged,to act for and represent the city in the matters described herein and subject to the following terms and conditions and stipulations,to-wit: 1. SCOPE OF SERVICES The LOBBYIST shall perform the following services at the direction of City's city manager: A. Assist the CITY in developing legislative agendas for the Federal and State and Governments; B. Assist the CITY in participating in all Federal and State programs that are of benefit to the CITY; C. Arrange meetings necessary to accomplish subparagraphs A and B of this section with all elected or appointed Federal and State officials; D. Assist in preparing all written materials necessary to accomplish subpara- graphs A and B of this section; and E. Prepare testimony for all appropriate hearings necessary to accomplish subparagraphs A and B of this section. F. Attend city council meetings, as well as all other necessary meetings as determined by CITY and LOBBYIST. 2. PAYMENTS TO THE LOBBYIST For the services provided by the LOBBYIST pursuant to this Agreement the LOBBYIST shall be paid a total fee in the amount of Eighty-Four Thousand Dollars ($84,000.00) for ser- vices performed during the calendar year of 2019, and during the calendar years of 2020 and 2021. Such fees shall constitute the total amount to be paid to the LOBBYIST and shall include but not be limited to all ordinary expenses including all in-state travel. The LOB- BYIST shall be solely responsible for all costs associated with any first two out-of-state trips per calendar year. The CITY shall be responsible for all reasonable extraordinary ex- penses including out-of-state travel subsequent to the first two out-of-state trips per year; provided, however, the CITY must approve any such travel or extraordinary ex- penses in writing prior to any such expenditures being made.The fees provided for herein shall be paid to the LOBBYIST in twelve (12) equal monthly installments during the calen- dar years of 2019, 20120 and 2021, with the exception of payment for the months of January and February 2019, inclusive, in which such payment shall be made to the LOB- BYIST upon the execution of this Agreement. 3. TERMINATION OF AGREEMENT Notwithstanding any other provision herein, either party may terminate this Agreement at any time upon thirty(30) days prior written notice to either party. In the event that this Agreement is so terminated,the fee to be paid to the LOBBYIST shall be prorated to reflect the reduced term of the agreement. 4. TERM The term of this agreement shall commence on January 1, 2019, and shall terminate on December 31,2021, unless terminated earlier pursuant to Section 3 or 5 herein. 5. BREACH OF CONTRACT If either party violates or breaches any term of this Agreement, such violation or breach shall be deemed to constitute a default, and the other party has the right to seek such administrative, contractual or legal remedies as may be suitable to the violation or breach; and, in addition, if either party, by reason of any default, fails within fifteen (15) days after notice thereof by the other party to comply with the conditions of the Agree- ment, the other party may terminate this Agreement. In the event this agreement is ter- minated pursuant to a breach or alleged breach by CITY, LOBBYIST damages shall be lim- ited to a prorata ad valorem fee. LOBBYIST shall not be entitled to any additional damages of whatsoever nature, including but not limited to consequential, indirect or other fees or damages. 2 6. NO PERSONAL LIABILITY No official, director, officer, agent or employee of the CITY shall be charged personally or held contractually liable under any term or provision of this Agreement or because of their execution, approval or attempted execution of this Agreement. 7. INDEPENDENT CONTRACTOR This agreement shall not be construed so as to create a partnership, joint venture, em- ployment or other agency relationship between the parties hereto except as otherwise specifically provided for herein. 8. MODIFICATION OR AMENDMENT This Agreement constitutes the entire Agreement of the parties on the subject matter hereof and may not be changed, modified, discharged or extended except by written amendment duly executed by the parties. Each party agrees that no representations or warranties shall be binding upon the other party unless expressed in writing herein or in a duly executed amendment hereof as herein provided. 9. APPLICABLE LAW This Agreement shall be deemed to have been made in,and shall be construed in accord- ance with the laws of the State of Illinois. Venue for the resolution of any disputes or the enforcement of any rights arising out of or in connection with this agreement shall be in the Circuit Court of Kane County, Illinois. 10. NEWS RELEASES The LOBBYIST may not issue any news releases without prior approval from the City Man- ager. 11. NOTICES All notices, reports and documents required under this Agreement shall be in writing and shall be mailed by First Class Mail, postage prepaid, addressed as follows: A. As to CITY: RICHARD G. KOZAL City Manager City of Elgin 150 Dexter Court Elgin, Illinois 60120-5555 3 B. As to LOBBYIST: DAN SHOMON, INC. ATTN: Dan Shomon 33 W. Monroe Street, Suite 1050 Chicago, IL 60603 12. EXECUTION This agreement may be executed in counterparts, each of which shall be an original and all of which shall constitute one and the same agreement. For the purposes of executing this agreement,any signed copy of this agreement transmitted by e-mail or facsimile shall be treated in all manners and respects as an original document.The signature of any party on a copy of this agreement transmitted by e-mail or facsimile shall be considered for these purposes as an original signature and shall have the same legal effect as an original signature.Any such e-mailed or faxed copy of this agreement shall be considered to have the same binding legal effect as an original document. At the request of either party,any e-mail or facsimile copy of this agreement shall be re-executed by the parties in an original form. No party to this agreement shall raise the use of e-mail or facsimile as a defense to this agreement and shall forever waive such defense. IN WITNESS WHEREOF, the parties hereto have entered into and executed this Agree- ment on the date and year first written above. For the CITY: For the LOBBYIST: CITY OF ELGIN DAN SHOMON, INC. I B : By: IL 41 4-` 1.-74/4").\---.N City Manager Dan Shomon Attest: ag,t, ,e,4,9 'aeee..e):\_ City Clerk 4