Formerly Rowell's MarinaAMY REAVILIN, CPA
CLERK OF CIRCUIT COURT &COMPTROLLER
MONROE COUNTY, FLORIDA
DATE: July 11, 2013
TO: Bob Shillinger
County Attorney
ATTN: Kathy Peters
FROM: Pamela G. Hanc�*- C.
At the April 17, 2013, Board of County Commissioner's meeting the Board granted approval and
authorized execution of Item 04 approval to obtain appraisals of Tracts 1 and 2, Highland Shores
Subdivision and adjoining Parcels A and B (formerly Rowell's Marina) to determine the feasibility and
value of the property.
Enclosed is a duplicate original of the above -mentioned for your handling. Should you have any
questions, please feel free to contact our office.
cc: Finan�e
File
500 Whitehead Street Suite 101, PO Box 1980, Key West FL 33040 Phone: 305-295-3130 Fax: 305-295-3663
3117 Overseas Highway, Marathon, FL 33050 Phone: 305-289-6027 Fax: 305-289-6025
88820 Overseas Highway, Plantation Key, FL 33070 Phone: 852-7145 Fax: 305-852-7146
AGREEMENT BETWEEN CALLAWAY & PRICE, INC.
AND MONROE COUNTY FOR APPRAISAL SERVICES
This Agreement is made and entered into this 17th day of April , 2013,
between MONROE COUNTY, FLORIDA ("COUNTY"), a political subdivision of the
State of Florida, whose address is 1100 Simonton Street, Key West, Florida 33040, and
Callaway & Price, Inc. ("CONTRACTOR"), a Florida Corporation, whose address is
1639 Forum Place, Suite 5, West Palm Beach, FL 33401.
WHEREAS, COUNTY desires an appraisal of Tracts 1 and 2 Highland Shores
Subdivision, and adjoining parcel A and B (formerly known as Rowell's Marina); and
WHEREAS, CONTRACTOR desires and is able to provide said services; and
WHEREAS, it serves a legitimate public purpose to determine the market value
of said real estate as approved by the Board of County Commissioners ("BOCC") at the
April 2013 meeting of the board, now therefore,
IN CONSIDERDATION of the mutual promises and covenants contained
herein, it is agreed as follows:
1. THE AGREEMENT
The Agreement consists of this document only.
2. SCOPE OF THE WORK
A. CONTRACTOR shall provide an appraisal of Tracts 1 and 2 Highland Shores
Subdivision, and adjoining parcel A and B (formerly known as Rowell's Marina) and
provide a copy of that appraisal to the County Administrator .The appraisal is to
provide an estimate of the market value of the property and any other conditions or
evaluations generally provided in such appraisals.
B. The completed report shall comply with the professional and ethical standards
of the Appraisal Institute. The report will be addressed to the County, or, as directed by
the County.
C. This appraisal will be prepared for the County, the intended user. The
intended use is to assist the client in internal purposes. The scope of work performed is
specific to the needs of the intended user and the intended use. No other use is intended,
and the scope of work may not be appropriate for other uses.
D. Unless otherwise stated, the value appearing in this appraisal represents the
opinion of the Market Value or the Value Defined as of the date specified. Market Value
of real estate is affected by national and local economic conditions and consequently will
vary with future changes in such conditions.
E. The value estimated in this appraisal report is gross, without consideration
given to any encumbrance, restriction or question of title, unless specifically defined.
6
F. This appraisal report covers only the property described and any values or
rates utilized are not to be construed as applicable to any other property, however similar
the properties might be.
G. It is assumed that the title to the premises is good; that the legal description is
correct; that the improvements are entirely and correctly located on the property
described and that there are no encroachments on this property, but no investigation or
survey has been made.
H. This appraisal expresses CONTRACTOR'S opinion, and employment to make
this appraisal was in no way contingent upon the reporting of predetermined value or
conclusion.
I. It is assumed that there are no hidden or unapparent conditions of the property,
subsoil, or structures which would render it more or less valuable. The appraiser assumes
no responsibility for such conditions or the engineering which might be required to
discover these factors.
J. CONTRACTOR shall advise the County of any indications it becomes aware
of at the time of the appraisal inspection that an evaluation of the presence of hazardous
materials should be conducted. Unless otherwise stated in the appraisal report, the
existence of hazardous substances, including without limitation stachybotrys chartarum
(mold), asbestos, polychlorinated biphenyls, petroleum leakage, "Chinese drywall" or
agricultural chemicals, which may or may not be present on the property, or other
environmental conditions, and which were not called to the attention of, nor did the
appraiser become aware of such during the appraiser's inspection will not be related. The
appraiser has no knowledge of the existence of such materials on or in the property unless
otherwise stated. The appraiser, however, is not qualified to test for such substances or
conditions. If the presence of such substances, such as asbestos, urea formaldehyde foam
insulation, or other hazardous substances or environmental conditions, may affect the
value of the property, the value estimated is predicated on the assumption that there is no
such proximity thereto that would cause a loss in value. CONTRACTOR is unaware of
very wet conditions that may have existed for days or weeks which are required to grow
mold. CONTRACTOR assumes no responsibility for any such conditions, or for any
expertise or engineering knowledge required to discover them.
3. PAYMENTS TO CONTRACTOR
A. COUNTY'S performance and obligation to pay under this agreement, is
contingent upon annual appropriation by the Board of County Commissioners.
B. COUNTY shall pay in accordance with the Florida Local Government
Prompt Payment Act; payment will be made after delivery of the appraisal to the County
Administrator and upon submission of invoice by CONTRACTOR.
C. CONTRACTOR shall submit to COUNTY invoices with supporting
documentation acceptable to the Clerk. Acceptability to the Clerk is based on generally
accepted accounting principles and such laws, rules and regulations as may govern the
Clerk's disbursal of funds.
D. Total Compensation to CONTRACTOR under this Agreement shall not
exceed Three thousand Two Hundred Dollars ($3,200.00).
E. No expenses for travel, lodging, per diem and expenses shall be paid under
this Agreement, said expenses are included in the contract amount stated in paragraph 3D
above.
F. County shall provide information regarding the property to the
CONTRACTOR, if any.
4. TERM OF AGREEMENT
The appraisal will be completed in approximately 3 weeks from the day we receive
authorization and information requested; unless terminated earlier under paragraph 18 of
this Agreement.
5. ACCEPTANCE OF CONDITIONS BY CONTRACTOR
CONTRACTOR has, and shall maintain throughout the term of this Agreement,
appropriate licenses. Proof of such licenses and approvals shall be submitted to the
COUNTY upon request.
6. FINANCIAL RECORDS OF CONTRACTOR
CONTRACTOR shall maintain all books, records, and documents directly pertinent to
performance under this Agreement in accordance with generally accepted accounting
principles consistently applied. Each party to this Agreement or their authorized
representatives shall have reasonable and timely access to such records of each other
party to this Agreement for public records purposes during the term of the Agreement and
for four years following the termination of this Agreement. If an auditor employed by the
COUNTY or Clerk determines that monies paid to CONTRACTOR pursuant to this
Agreement were spent for purposes not authorized by this Agreement, the
CONTRACTOR shall repay the monies together with interest calculated pursuant to Sec.
55.03, FS, running from the date the monies were paid to CONTRACTOR.
7. PUBLIC ACCESS
The COUNTY and CONTRACTOR shall allow and permit reasonable access to, and
inspection of, all documents, papers, letters or other materials in its possession or under
its control subject to the provisions of Chapter 119, Florida Statutes, and made or
received by the COUNTY and CONTRACTOR in conjunction with this Agreement; and
the COUNTY shall have the right to unilaterally cancel this Agreement upon violation of
this provision by CONTRACTOR.
8. HOLD HARMLESS AND INSURANCE
CONTRACTOR covenants and agrees to indemnify and hold harmless Monroe County
Board of County Commissioners from any and all claims for bodily injury (including
death), personal injury, and property damage (including property owned by Monroe
County) and any other losses, damages, and expenses which arise out of, in connection
with, or by reason of services provided by CONTRACTOR occasioned by the
negligence, errors, or other wrongful act of omission of CONTRACTOR, its employees,
or agents.
The extent of liability is in no way limited to, reduced, or lessened by the insurance
requirements contained elsewhere within this agreement. Failure of CONTRACTOR to
comply with the requirements of this section shall be cause for immediate termination of
this agreement.
9. NON -WAIVER OF IMMUNITY
Notwithstanding the provisions of Sec. 286.28, Florida Statutes, the participation of
COUNTY and CONTRACTOR in this Agreement and the acquisition of any commercial
liability insurance coverage, self-insurance coverage, or local government liability
insurance pool coverage shall not be deemed a waiver of immunity to the extent of
liability coverage, nor shall any Agreement entered into by the COUNTY be required to
contain any provision for waiver.
10. INDEPENDENT CONTRACTOR
At all times and for all purposes under this agreement CONTRACTOR is an independent
and not an employee of the Board of County Commissioners of Monroe County. No
statement contained in this agreement shall be construed so as to find CONTRACTOR or
any of his employees, subs, servants, or agents to be employees of the Board of County
Commissioners of Monroe County.
11. NONDISCRIMINATION
COUNTY and CONTRACTOR agree that there will be no discrimination against any
person, and it is expressly understood that upon a determination by a court of competent
jurisdiction that discrimination has occurred, this Agreement automatically terminates
without any further action on the part of any party, effective the date of the court order.
COUNTY or CONTRACTOR agree to comply with all Federal and Florida statutes, and
all local ordinances, as applicable, relating to nondiscrimination. These include but are
not limited to: 1) Title VI of the Civil Rights Act of 1964 (PL 88-352) which prohibits
discrimination on the basis of race, color or national origin; 2) Title IX of the Education
Amendment of 1972, as amended (20 USC ss. 1681- 1683, and 1685-1686), which
prohibits discrimination on the basis of sex; 3) Section 504 of the Rehabilitation Act of
1973, as amended (20 USC s. 794), which prohibits discrimination on the basis of
handicaps; 4) The Age Discrimination Act of 1975, as amended (42 USC ss. 6101- 6107)
which prohibits discrimination on the basis of age; 5) The Drug Abuse Office and
Treatment Act of 1972 (PL 92-255), as amended, relating to nondiscrimination on the
basis of drug abuse; 6) The Comprehensive Alcohol Abuse and Alcoholism Prevention,
Treatment and Rehabilitation Act of 1970 (PL 91-616), as amended, relating to
nondiscrimination on the basis of alcohol abuse or alcoholism; 7) The Public Health
Service Act of 1912, ss. 523 and 527 (42 USC ss. 690dd-3 and 290ee-3), as amended,
relating to confidentiality of alcohol and drug abuse patient records; 8) Title VIII of the
Civil Rights Act of 1968 (42 USC s. et seq.), as amended, relating to nondiscrimination
in the sale, rental or financing of housing; 9) The Americans with Disabilities Act of
1990 (42 USC s. 1201 Note), as maybe amended from time to time, relating to
nondiscrimination on the basis of disability; 10) Any other nondiscrimination provisions
in any Federal or state statutes which may apply to COUNTY and CONTRACTOR to, or
the subject matter of, this Agreement.
12. ASSIGNMENT/SUBCONTRACT
CONTRACTOR shall not assign or subcontract its obligations under this agreement to
others, except in writing and with the prior written approval of the Board of County
Commissioners of Monroe County and CONTRACTOR, which approval shall be subject
to such conditions and provisions as the Board may deem necessary. This paragraph shall
be incorporated by reference into any assignment or subcontract and any assignee or sub
shall comply with all of the provisions of this agreement. Unless expressly provided for
therein, such approval shall in no manner or event be deemed to impose any additional
obligation upon the board.
13. COMPLIANCE WITH LAW AND LICENSE REOUIREMMENTS
In providing all services/goods pursuant to this agreement, CONTRACTOR shall abide
by all statutes, ordinances, rules and regulations pertaining to, or regulating the
provisions of, such services, including those now in effect and hereinafter adopted. Any
violation of said statutes, ordinances, rules and regulations shall constitute a material
breach of this agreement and shall entitle the Board to terminate this Agreement.
CONTRACTOR shall possess proper licenses to perform work in accordance with these
specifications throughout the term of this Agreement.
14. DISCLOSURE AND CONFLICT OF INTEREST
CONTRACTOR represents that it, its directors, principles and employees, presently have
no interest and shall acquire no interest, either direct or indirect, which would conflict in
any manner with the performance of services required by this contract, as provided in
Sect. 112.311, et. seq., Florida Statutes. COUNTY agrees that officers and employees of
the COUNTY recognize and will be required to comply with the standards of conduct for
public officers and employees as delineated in Section 112.313, Florida Statutes,
regarding, but not limited to, solicitation or acceptance of gifts; doing business with one's
agency; unauthorized compensation; misuse of public position, conflicting employment
or contractual relationship; and disclosure or use of certain information.
COUNTY and CONTRACTOR warrant that, in respect to itself, it has neither employed
nor retained any company or person, other than a bona fide employee working solely for
it, to solicit or secure this Agreement and that it has not paid or agreed to pay any person,
company, corporation, individual, or firm, other than a bona fide employee working
solely for it, any fee, commission, percentage, gift, or other consideration contingent
upon or resulting from the award or making of this Agreement. For the breach or
violation of the provision, the CONTRACTOR agrees that the COUNTY shall have the
right to terminate this Agreement without liability and, at its discretion, to offset from
monies owed, or otherwise recover, the full amount of such fee, commission, percentage,
gift, or consideration.
15. NO PLEDGE OF CREDIT
CONTRACTOR shall not pledge the COUNTY' S credit or make it a guarantor of
payment or surety for any contract, debt, obligation, judgment, lien, or any form of
indebtedness. CONTRACTOR further warrants and represents that it has no obligation
or indebtedness that would impair its ability to fulfill the terms of this contract.
16. NOTICE REQUIREMENT
Any notice required or permitted under this agreement shall be in writing and hand
delivered or mailed, postage prepaid, to the other party by certified mail, returned receipt
requested, to the following:
FOR COUNTY:
Roman Gastesi
County Administrator
1100 Simonton Street
Key West, Fl. 33040
Phone: 305-292-4644
FOR CONTRACTOR:
Stephen D. Shaw, MAI
Callaway & Price, Inc.
1639 Forum Place, Suite 5
West Palm Beach, FL 33401
Phone: 561-686-0333, Ext. 132
17. TAXES
COUNTY is exempt from payment of Florida State Sales and Use taxes.
CONTRACTOR shall not be exempted by virtue of the COUNTY' S exemption from
paying sales tax to its suppliers for materials used to fulfill its obligations under this
contract, nor is CONTRACTOR authorized to use the COUNTY'S Tax Exemption
Number in securing such materials. CONTRACTOR shall be responsible for any and all
taxes, or payments of withholding, related to services rendered under this agreement.
18. TERMINATION
The COUNTY may terminate this Agreement with or without cause prior to the
beginning of the Scope of Work. The COUNTY or CONTRACTOR may terminate this
Agreement for cause with seven (7) days notice to CONTRACTOR. Cause shall
constitute a breach of the obligations of either party to perform the obligations
enumerated under this Agreement.
19. GOVERNING LAW, VENUE, INTERPRETATION, COSTS, AND FEES
This Agreement shall be governed by and construed in accordance with the laws of the
State of Florida applicable to Agreements made and to be performed entirely in the State.
In the event that any cause of action or administrative proceeding is instituted for the
enforcement or interpretation of this Agreement, the COUNTY and CONTRACTOR
agree that venue will lie in the appropriate court or before the appropriate administrative
body in Monroe COUNTY, Florida.
20. MEDIATION
The COUNTY and CONTRACTOR agree that, in the event of conflicting interpretations
of the terms or a term of this Agreement by or between any of them the issue shall be
submitted to mediation prior to the institution of any other administrative or legal
proceeding. Mediation proceedings initiated and conducted pursuant to this Agreement
shall be in accordance with the Florida Rules of Civil Procedure and usual and customary
procedures required by the circuit court of Monroe County.
21. SEVERABILITY
If any term, covenant, condition or provision of this Agreement (or the application
thereof to any circumstance or person) shall be declared invalid or unenforceable to any
extent by a court of competent jurisdiction, the remaining terms, covenants, conditions
and provisions of this Agreement, shall not be affected thereby; and each remaining term,
covenant, condition and provision of this Agreement shall be valid and shall be
enforceable to the fullest extent permitted by law unless the enforcement of the remaining
terms, covenants, conditions and provisions of this Agreement would prevent the
accomplishment of the original intent of this Agreement. The COUNTY and
CONTRACTOR agree to reform the Agreement to replace any stricken provision with a
valid provision that comes as close as possible to the intent of the stricken provision.
22. ATTORNEY'S FEES AND COSTS
COUNTY and CONTRACTOR agree that in the event any cause of action or
administrative proceeding is initiated or defended by any party relative to the
enforcement or interpretation of this Agreement, the prevailing party shall be entitled to
reasonable attorney's fees and court costs. Each party agrees to pay its own court costs,
investigative, and out-of-pocket expenses whether it is the prevailing party or not,
through all levels of the court system.
23. ADJUDICATION OF DISPUTES OR DISAGREEMENTS
COUNTY and CONTRACTOR agree that all disputes and disagreements shall be
attempted to be resolved by meet and confer sessions between representatives of each of
COUNTY and CONTRACTOR. If no resolution can be agreed upon within 30 days
after the first meet and confer session, the issue or issues shall be discussed at a public
meeting of the Board of County Commissioners. If the issue or issues are still not
resolved to the satisfaction of COUNTY and CONTRACTOR, then any party shall have
the right to seek such relief or remedy as may be provided by this Agreement or by
Florida law.
24. COOPERATION
In the event any administrative or legal proceeding is instituted against either party
relating to the formation, execution, performance, or breach of this Agreement,
COUNTY and CONTRACTOR agree to participate, to the extent required by the other
party, in all proceedings, hearings, processes, meetings, and other activities related to the
substance of this Agreement or provision of the services under this Agreement.
COUNTY and CONTRACTOR specifically agree that no party to this Agreement shall
be required to enter into any arbitration proceedings related to this Agreement.
25. BINDING EFFECT
The terms, covenants, conditions, and provisions of this Agreement shall bind and inure
to the benefit of COUNTY and CONTRACTOR and their respective legal
representatives, successors, and assigns.
26. AUTHORITY
Each party represents and warrants to the other that the execution, delivery and
performance of this Agreement have been duly authorized by all necessary COUNTY
and corporate action, as required by law.
27. CLAIMS FOR FEDERAL OR STATE AID
CONTRACTOR and COUNTY agree that each shall be, and is, empowered to apply for,
seek, and obtain federal and state funds to further the purpose of this Agreement;
provided that all applications, requests, grant proposals, and funding solicitations shall be
approved by each party prior to submission.
28. PRIVILEGES AND IMMUNITIES
All of the privileges and immunities from liability, exemptions from laws, ordinances,
and rules and pensions and relief, disability, workers' compensation, and other benefits
which apply to the activity of officers, agents, or employees of any public agents or
employees of the COUNTY, when performing their respective functions under this
Agreement within the territorial limits of the COUNTY shall apply to the same degree
and extent to the performance of such functions and duties of such officers, agents,
volunteers, or employees outside the territorial limits of the COUNTY.
29. LEGAL OBLIGATIONS AND RESPONSIBILITIES
This Agreement is not intended to, nor shall it be construed as, relieving any participating
entity from any obligation or responsibility imposed upon the entity by law except to the
extent of actual and timely performance thereof by any participating entity, in which case
the performance may be offered in satisfaction of the obligation or responsibility.
Further, this Agreement is not intended to, nor shall it be construed as, authorizing the
delegation of the constitutional or statutory duties of the COUNTY, except to the extent
permitted by the Florida constitution, state statute, and case law.
30. NON -RELIANCE BY NON-PARTIES
No person or entity shall be entitled to rely upon the terms, or any of them, of this
Agreement to enforce or attempt to enforce any third -party claim or entitlement to or
benefit of any service or program contemplated hereunder, and the COUNTY and the
CONTRACTOR agree that neither the COUNTY nor the CONTRACTOR or any agent,
officer, or employee of either shall have the authority to inform, counsel, or otherwise
indicate that any particular individual or group of individuals, entity or entities, have
entitlements or benefits under this Agreement separate and apart, inferior to, or superior
to the community in general or for the purposes contemplated in this Agreement.
31. ATTESTATIONS
CONTRACTOR agrees to execute such documents as the COUNTY may reasonably
require, to include a Public Entity Crime Statement, an Ethics Statement, and a Drug -Free
Workplace Statement.
32. NO PERSONAL LIABILITY
No covenant or agreement contained herein shall be deemed to be a covenant or
agreement of any member, officer, agent or employee of Monroe County in his or her
individual capacity, and no member, officer, agent or employee of Monroe County shall
be liable personally on this Agreement or be subject to any personal liability or
accountability by reason of the execution of this Agreement.
33. EXECUTION IN COUNTERPARTS
This Agreement may be executed in any number of counterparts, each of which shall be
regarded as an original, all of which taken together shall constitute one and the same
instrument and any of COUNTY and CONTRACTOR hereto may execute this
Agreement by singing any such counterpart.
34. SECTION HEADINGS
Section headings have been inserted in this Agreement as a matter of convenience of
reference only, and it is agreed that such section headings are not a part of this
Agreement and will not be used in the interpretation of any provision of this Agreement.
IN WITNESS WHEREOF COUNTY and CONTRACTOR hereto have executed
this Agreement on the day and date first written above in four (4) counterparts, each of
which shall, without proof or accounting for the other counterparts, be deemed an
original contract.
BOARD OF COUNTY
(SEAL); AMY HEAVILIN,, CLERK COMMISSIONERS
Attest: DArN44-Y---K-GI6 IACrl--,-C-LE-RK OF MONROE COUNTY, FLOIDA
De uty Clerk
Date: 4 1- ZDIS
CO 1-TRACTOR
Signature of person authorized to
legally bind Corporation
Date: b/ o �/ 3
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By:4Wq'C-'e-
Mayor
Date: 4 7 2A
MONROE COUNTY ATTORNEY
PROVED AS TO F M:
N 'ILEENE W. CASSEL
ASSISTANT COUNTY ATTORNEY
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