05/09/1990CONTRACT/RETAINER AGREEMENT
THIS AGREEMENT, made and entered into this g701-4 day of
1990, by and between FLEISHMAN-HILLARD,
INC., a Missouri corporation, (F-H) and MONROE COUNTY ("Client").
WITNESSETH THAT:
WHEREAS, F-H is engaged in the business of providing govern-
ment relations and other related services to businesses and indi-
viduals 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 considerations 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 possession. If
requested by F-H, the Client shall also provide access to any
Client employees who possess any relevant coastal barrier informa-
tion.
b) Retainer and Fees. In consideration for the servic-
es F-H shall provide Client hereunder, Client hereby agrees
to pay F-H a sum not exceeding $21,000, commencing with ser-
vices rendered on or after May 19, 1990 and up to and on
August 19, 1990."
c c)o Billing. F-H
services hereunder.
ram.
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shall bill the Client monthly for its
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 commence on May 19,
1990, and terminate on August 19, 1990.
b) Termination. Either party to this Agreement may termi-
nate 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 termi-
nation 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 speci-
fied in this Agreement. If the Client selects another provid-
er of services performed 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 performed 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 employ-
ees from and against any and all claims, liabilities, litiga-
tion, causes of action. damages, costs, expenses- including
but not limited to fees and expenses arising from any factual
investigation, discovery or preparation for litigations - and
the payment of any and all of the foregoing or any demands,
settlements, or judgements (collectively the "Claims") aris-
ing 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 information 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-G.
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 -discriminations.
7. Anti -kickback. F-H warrants that no person has been
employed or retained to solicit or secure this Agreement upon
an agreement or understanding for a commission, percentage,
brokerage, 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 discretion, to deduct from the contract price or
consideration, the full amount of such commission, percent-
age, brokerage, or contingent 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, Florida 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 extended
only in writing executed by each of the parties hereto.
d) Entire Agreement. This Agreement constitutes the en-
tire agreement of the parties hereto with respect to the
subject matter hereof and supersedes any and all prior agree-
ments 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 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: DANNY L. KOLHAGE, Clerk
;' WO-00, 4_0 - 01-WA, .�1A
FLEISHMAN-HILLARD, INC.
By
W' ness
r 17Z EISHMAN-HILLARD, Inc.
AMW0 AS TO F0ft
AND S CY.
By
Attornoy s Office
.. 4 S«'ORN STATEMENT UNDER SECTION 28" .133(3) (a),
i FLORIDA STATUTES, ON PUBLIC ENTITY ,CRIMES;v
THIS FORM MUST BE SIGNED IN THE PRESENCE OF A NOTARY PUBLIC OR OTHER OFFICER
AUTHORIZED TO ADMINISTER OATHS.
C1. This sworn statement is submitted with Bid, Proposal or Contract No.
for Contract hPtwPPn hlnr -na .- n in f�• y�s�-:A;an-14
2. This sworn statement is submitted by F 1 P i c h m A n u; i i a y- d 1,Qe
[name of entity submitting sworn statement]
whose business address is 3.301 Connecticut AvP Nw
Washi n on, Dc and
(if applicable) its Federal Employer Identification Number (FEIIN) is 4 3- 0 6 8 9 3 9 3
(If the entity has no FEIN, include the Social Security Number of the individual signing this sworn
statement: •)
3. My name is Richarts J. Su I I ivan and my relationship to the
[please print name of individual signing]
entity named above is Executive Vice President and Senior Partner.
4. I understand that a "public entity crime" as defined in Paragraph 287.133(1)(g), Florida Statutes,
means a violation of any state or. federal law by a person with respect to and directly related to the
transaction of business with any public entity or with an agency or political subdivision of any other
state or with the United States, including, but not limited to, any bid or contract for goods or
services to be provided to any public entity or an agency or political subdivision of any other state
or of the United States and involving antitrust, fraud, theft, bribery, collusion, racketeering,
conspiracy, or material misrepresentation.
S. I understand that "convicted" or "conviction" as defined in Paragraph 287.133(1)(b), Florida Statutes.
means a finding of guilt or a conviction of a public entity crime, with or without an adjudication of
guilt, in any federal or state trial court of record relating to charges brought by indictment or
information after July 1, 1989, as a result of a jury verdict, nonjury trial, or entry of a plea of guilty
or polo contendere.
6. I understand that an "affiliate" as defined in Paragraph 287.133(1)(a), Florida Statutes, means:
1. A predecessor or successor of a person convicted of a public entity crime: or
2. An entity under the control of any natural person who is active in the management of the
entity and 'who har been convicted of a public entity crime. The term "affiliate" includes those
officers, directors, executives, partners, shareholders, employees, members, and agents who are active
in the management of an affiliate. The ownership by one person of shares constituting a controlling
interest in another person, or a pooling of equipment or income among persons when not for fair
market value under an arm's length agreement, shall be a prima facie case that one person controls
another person. A person who knowingly enters into a joint venture with a person who has been
convicted of a public entity crime in Florida during the preceding 36 months shallbe considered an
affiliate.
7. 1 understand that a "person' as defined in Paragraph 287.133(1)(e), Florida Statutes. means any
natural person or entity organized under the laws of any state or of the United States with the legal
power to enter into a binding contract and which bids or applies to bid on contracts for the provision
of goods or services let by a public entity, or which otherwise transacts or applies to transact business
with a public entity. The term "person" includes those officers, directors, executives, partners,
shareholders, emplovees, members, and agents who are active in management of an entity.
8. Based on information and belief, the statement which I have marked below is true in relation to the
entity submitting this sworn statement. (Please indicate which statement applies.]
' Neither the entry submitting this sworn, s;atptgent, nor any officers, directors, executives, `
partners, shareholders, employees, members, or agents who are active in management of the entity,
,
nor any affiliate of the entity have been charged with and convicted of a public entity crime —
subsequent to July 1, 1989.
subsequent
The entity submitting this swam statement, or one or more of the officers, directors,
active in management of
C
executives, partners, shareholders, employees, members, or agents who are
the entity, or an affiliate of the entity has been charged with and convicted of a public entity crime
subsequent to July L. 1989, AhM [Please Indicate which additional statement applies.]
There has been a proceeding concerning the conviction before a hearing' officer of
the State of Florida, Division of Administrative Hearings. The final order entered by the
hearing officer did not place the person or affiliate on the convicted vendor list. [Please
attach a copy of the final order.]
The person or affiliate was placed on the convicted vendor list. There has been a
subsequent proceeding before a hearing officer of the State of Florida, Division of
Administrative Hearings. The final order entered by the heating officer determined that it
was in the public interest to remove the person or affiliate from the convicted vendor list.
[Please attach a copy of the final order.]
The person or affiliate has not been placed on the convicted vendor list. [Please
describe any action taken by or pending with .the partment of General Services.]
[signature]
Date:. 17 April 1990
$�Xi�X Washington , DC
COUNTY OF
PERSONALLY APPEARED BEFORE ME, the undersigned authority,
Richard J . Sullivan who, after first being sworn by me, affixed his/her signature
(name of individual signing]
in the space provided above on this day o 19�.
My commission expires: My Commission Expirc: `poi! 1";, c')'
For: t PUR 7068 (Rev. 11/89)