Resolution 479-1989
Monroe County Commission
RESOLUTION NO. 479-1989
A RESOLUTION OF THE BOARD OF COUNTY COMMIS-
SIONERS OF MONROE COUNTY, FLORIDA, AUTHORIZING
THE MAYOR/CHAIRMAN OF THE BOARD TO EXECUTE
A CONTRACT/RETAINER AGREEMENT WITH FLEISHMAN-
HILLARD t INC. FOR PROFESSIONAL SERVICES TO
ENCOURAGE DEFEAT OF ANY LEGISLATION DECLARING
THE FLORIDA KEYS AS COASTAL BARRIER OR
BARRIER ISLAND.
BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF
MONROE COUNTY, FLORIDA, that the Mayor/Chairman of the Board is
hereby authorized to execute a Contract/Retainer Agreement with
Fleishman-Hillard, Inc., a copy of same being attached hereto and
made a part hereof, for professional services to encourage defeat
of any legislation declaring the Florida Keys as Coastal Barrier or
Barrier Island.
PASSED AND ADOPTED by the Board of County Commissioners of
Monroe County. Florida, at a regular meeting of said Board held on
the ...f:fL- day of 4ltJ "6 t , A. D. 1989.
BOARD OF COUNTY COMMISSIONERS
OF MONROE COUNTY, FLORIDA
)
BY, ~~_
N
(Seal)
Attest: I>-~-~ 4 ~OLIJAG~ Qlerk
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CONTRACT/RETAINER AGREEMENT
THIS AGREEMENT, made and entered into this day of
1989, by and between FLEISHMAN-HILLARD,
INC., a Missouri corporation, ("F-H") and MONROE COUNTY ("Cli-
ent") .
WITNESSETH THAT:
WHEREAS, F-H is engaged in the business of providing govern-
ment relations and other related services to businesses and
individuals throughout the world, and
WHEREAS, Client desires to engage the services of F-H, and
F-H desires to provide its services to Client on the terms and
conditions hereinafter set forth:
NOW, THEREFORE, in consideration of the premises and the
promises, agreements, and covenants hereinafter set forth, the
parties hereto hereby agree as follows:
I. Retention.
a) Services. Client hereby retains F-H to provide such
professional services as may be necessary and lawful to encourage
the defeat of any legislation which would result in the Florida
Keys portion of Monroe County being declared a coastal barrier or
barrier island under the Coastal Barrier Resources Act (16 USCA
3501, et seq.'. If requested by F-H, the Client shall provide
F-H with any coastal barrier studies, reports, analyses, or
similar background information which are in the Client's pos-
session. If requested by F-H, the Client shall also provide
access to any Client employees who possess any relevant coastal
barrier information.
b' Retainer and Fees. In consideration of the services
F-H shall provide Client hereunder, Client hereby agrees to pay
F-H the sum of $7,000 per month.
c) Billing. F-H shall bill the Client monthly for its
services hereunder.
d) Payment. The Client shall pay in full each invoice of
F-H for amounts payable under this Agreement or otherwise due F-H
upon receipt of such invoice.
e) Nonpayment. If the Client fails to pay any invoice of
F-H within the 60 days after the date of the invoice, F-H may, in
its sole discretion, suspend all or any part of its services to
Client until the payment is received. The Client further agrees
to pay all collection costs (including court costs and attorney's
fees and expenses) incurred by F-H in collecting~ any unpaid
amounts due under its invoices that have been outstanding for
more than 60 days.
2. Term and Termination.
a) Term This Agreement shall terminate on August 19,
1989, unless extended by F-H and Client.
b) Termination. Either party to this Agreement may
terminate this Agreement at any time with or without cause by
giving 15 days' prior written notice to the other party. During
the 15 day period from the date of the notice of termination
until the date of termination, F-H and Client shall continue to
be bound by the terms of this Agreement, and F-H shall continue
to provide the Client with the services specified in this Agree-
ment. If the Client selects another provider of services per-
formed by F-H under this Agreement, F-H shall cooperate during
such 15 day period with the Client and the new provider so that
the transfer of responsibility to the new provider may occur on
the termination date. F-H shall in any case be entitled to
payment in full for all services it performs during such 15 day
period, and the termination of this Agreement shall in. no way end
or modify the Client's obligation to pay for all services per-
formed before and after the date of the notice of termination of
this Agreement.
3. Indemnification. F-H hereby agrees to indemnify and
hold harmless the Client and any of its officers and employees
from and against any and all claims, liabilities, litigation,
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causes of action, damages, costs, expenses - including but not
limited to fees and expenses arising from any factual inves-
tigation, discovery or preparation for litigation and the
payment of any and all of the foregoing or any demands, settle-
ments or judgments (collectively the "Claims") arising directly
or indirectly from any negligence or criminal conduct on the part
of F-H in the performance of the terms of this Agreement except
to the extent that, in the case of any act of negligence, F-H
reasonably relied on material supplied by, or any ~employee of,
the Client.
4. Waiver. The failure of either party to require the
strict performance of any provisions of this Agreement in anyone
or more instances, or to exercise its rights hereunder of at law
or equity, shall not be construed as and shall not constitute a
waiver or relinquishment of any such provision or rights, and
such provisions and rights shall continue in full force and
effect.
5. Inspection. F-H agrees that the Client may inspect, at
F-H's office in St. Louis, Missouri, or at such other offices as
F-H may designate, any and all correspondence, contracts, books,
accounts, and other materials prepared or held by F-H that are
directly related to its performance of this Agreement, provided
that any such inspection shall not oblige F-H to disclose infor-
mation or materials of any of its other clients. The Client
shall make any inspection under this paragraph during F-H's
normal business hours on three business days prior written notice
to F-H.
6. Anti-discrimination. F-H agrees that they will not
discriminate against any of their employees or applicants for
employment because of their race, color, religion, sex, or
national origin, and to abide by all Federal and State laws
regarding non-discrimination.
7. Anti-kickback. F-H warrants that no person has been
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employed or retained to solicit or secure this Agreement upon an
agreement or understanding for a commission, percentage, broker-
age, or contingent fee and that no employee or officer of the
Client has any interest, financially or otherwise, in F-H. For
breach or violation of this warranty, the Client shall have the
right to annul this contract without liability or, in its dis-
cretion, to deduct from the contract price or consideration, the
full amount of such commission, percentage, brokerage, or contin-
gent fee.
8. Miscellaneous.
a) Notices. All notices required to be given under this
Agreement shall be given to the other party in writing and by
certified mail with return receipt requested, addressed if to F-H
to it at 1301 Connecticut Avenue N.W., Washington, D.C., 20009,
attention Richard J. Sullivan; and for the Client, to Thomas W.
Brown, County Administrator, Public Service Building, Junior
College Road, Stock Island, Key West, FL 33040.
b) Successors and Assigns. This Agreement shall be
binding upon and inure to the benefit of the parties hereto and
their respective.successors and assigns.
c) Amendment. This Agreement may be amended or extend
only in writing executed by each of the parties hereto.
d) Entire Agreement. This Agreement constitutes the
entire agreement of the parties hereto with respect to the
subject matter hereof and supersedes any and all prior agreements
with respect to such subject matter between F-H and the Client.
e) Governing Law. This Agreement shall be governed by and
construed under the laws of the State of Florida.
f) Assignment. This Agreement may not be assigned by
either party hereto without the prior written consent of the
other party.
9. Consent to Jurisdiction. This Agreement, its perfor-
mance, and all disputes arising hereunder, shall be governed by
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the laws of the State of Florida and both parties agree that a
proper venue for any action shall be Monroe County.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date first above written.
BOARD OF COUNTY COMMISSIONERS
OF MONROE COUNTY, FLORIDA
By
Mayor/Chairman
(SEAL)
Attest:
Clerk
By
van
(SEAL)
Attest:
..l}' )I.IIUM TO FORM
ID LEGAl. SIJFFICIENCr.
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