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08/09/1989CONTRACT/RETAINER AGREEMENT THIS AGREEMENT, made and entered into this 9j% day of Apev-_, 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: 1. 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-A 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-A 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, 2 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 any one 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 3 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 4 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. (SEAL) A t t e s t :DANNY 4 NOLHAG4 Clerk er (SEAL) Attest: BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA ByW__Z,o ,r Mayor airman FLEISHMAN-1IILLARD, INC. nara j. 5uii1van cutive V.P. 4OAS rp .CORM /D LEGAL SWIC/EENCM. A 000y 0 OH;oe Z17- --*- 5