11/20/2013 Agreement ;' ,ii t` AMY NEAVILIH CPA
.,Ke, CLERK OF CIRCUIT COURT & COMPTROLLER,� �� - MONROE COUNTY,FLORIDA
DATE: December 23, 2013
TO: Bob Shillinger
County Attorney
ATTN: Kathy Peters
FROM: Vitia Fernandez, D.C.
At the November 20ih,2013, Board of County Commissioner's meeting the Board granted approval of
Item V6 Professional Services Contract with Michael D. Morelly, Esq. for legal representation in the Rowell's
Marina closing.
Enclosed is a certified copy of the above-mentioned for your handling. Should you have any
questions,please feel free to contact our office.
cc: County Attorney
Finance
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
PROFESSIONAL SERVICES CONTRACT n
THIS CONTRACT is made and entered into this day of NOl/6M/3G)Q2013, by and
between the MONROE COUNTY BOARD OF C UNTY COMMISSIONERS (hereinafter
"COUNTY"), 1100 Simonton Street, The Gato Building, Key West, FL 33040, and Law Offices of
Michael D. Morrelly, (hereinafter "ATTORNEY"), 104615 Overseas Highway, Key Largo, Fl
33037.
WITNESSETH:
WHEREAS, the COUNTY desires to enter into a contract with the ATTORNEY to provide legal
counsel and services; and
WHEREAS, the ATTORNEY is willing to represent the COUNTY;
NOW, THEREFORE, in consideration of the mutual promises contained in this contract the
parties agree as follows:
1. SCOPE OF SERVICES. The ATTORNEY shall provide legal services and advice to
COUNTY for the closings or potential closings of the Rowell's Marina property as well as other
Real Estate matters as assigned specifically to ATTORNEY by the County Attorney.The Scope
of work shall include, but not be limited to the following:
A. Review of contract
B. Preparation and review of closing documentation for the county
C. Review of Seller's closing documentation
D. Examination of title and preparation of any title objection letter
E. Review of survey and legal descriptions and coordinate with surveyor
F. Review of sovereignty submerged lands matters affecting the land
G. Transfer of any existing sovereignty submerged land lease
H. Supervise the title company closing services
I. Coordinate closing with county staff
J. Oversee escrow and cancelation of ad valorem taxes per F.S. 196.295
K. Follow-up with county on post closing matters to complete county file.
2. ATTORNEY will be assigned new matters by the COUNTY ATTORNEY from time to
time during the term of the agreement, those matters shall be included under this Agreement
when assigned by the COUNTY in writing and accepted in writing by ATTORNEY and the Clerk
of Court is notified in writing of the addition of the matter. The new matter shall be given a new
name and the matter shall be billed under that name.
3. CONFLICT OF INTEREST. ATTORNEY will conduct a thorough investigation and determine if
there exists any ethical impediment to representing COUNTY. ATTORNEY will notified COUNTY
of the potential for a conflict of interest if one arises between ATTORNEY and COUNTY or other
parties to a transaction and will take necessary action to procure appropriate waivers if necessary.
ATTORNEY also represents and holds a financial interest in True TITLE Agency, Inc.;ATTORNEY
will notify COUNTY in the event that this ownership interest creates a conflict of interest.
To the extent that any further ethical impediment, real or potential, is discovered or ever arises in
the above stated areas or in any others, ATTORNEY shall immediately inform COUNTY in writing
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of the impediment(regardless of whether ATTORNEY believes he or she has taken all steps
necessary to avoid the impediment and regardless of whether ATTORNEY believes that the
impediment is insubstantial or questionable), make full disclosure of the situation to COUNTY, obtain
COUNTY'S express,written consent to continue the representation of the other client, and take all
steps requested by COUNTY to avoid or mitigate the impediment.
4. PAYMENTS TO ATTORNEY. ATTORNEY shall submit to COUNTY invoices with supporting
documentation acceptable to the Clerk on a schedule as set forth in the contract. 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. ATTORNEY will be paid for her
services based on the number of hours expended on behalf of the COUNTY. THE Attorney fees
for this contract will be Three Thousand Five Hundred Dollars and no/cents ($3500.00.These
fees shall be collected at and as a cost of closing.
Changes to this hourly rate shall be made by amendment to this agreement. The only
timekeeper on this agreement shall be Michael D. Morelly. ATTORNEY'S request for payments
and reimbursements may be made in either the ATTORNEY'S name or the name of the
ATTORNEY'S law ATTORNEY, as appropriate. ATTORNEY bills complying with this
Agreement are due and payable according to the Prompt Payment Act. If the bill materially fails
to comply with the requirements of this Agreement, then it is not due and payable until its
deficiencies are remedied by ATTORNEY.
5. BILLING OF FEES AND EXPENSES. Bills shall be issued monthly by ATTORNEY for
expenses/reimbursements within fifteen (15)days after the close of each month. ATTORNEY
understands that COUNTY requires prompt bills in part to facilitate effective management of the
representation and fees.
ATTORNEY shall provide detailed, itemized bills which shall, at a minimum:
Provide a general description of the matter, to include the name of the COUNTY
department or constitutional officer, if not indicated in the title of the matter, for which legal
services are being performed (e.g. Richard Roe v. Monroe County—EXEO Claim); a description
of the work performed in enough detail so that each item is distinguishable from other listed
items and sufficient to allow COUNTY to determine the necessity for and reasonableness of the
time expended, the services performed, the project or task each service relates to, the subject
and purpose of each service, and the names of others who were present or communicated with
in the course of performing the service. For example, simply the word "research" is not
acceptable, more detail about the type of research and what was determined by the research is
necessary.
COUNTY will pay the actual, reasonable cost of the following expense items if incurred
in accordance with the guidelines below and promptly itemized in ATTORNEY'S monthly bill:
Actual cost for necessary long distance telephone calls, photocopying at$.25 per outgoing
page, overnight or expedited delivery, couriers, postage, court fees, and other expenses.
ATTORNEY is expected to avoid using expedited or emergency services, such as
express delivery services, couriers, and so on, unless necessary because of unexpected
developments or extremely short deadlines.
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Travel expenses within the ATTORNEYS local or metropolitan area will not be
reimbursed and time in transit is not billable. This agreement contemplates the Attorney's local
area to be from Key Largo Florida Marathon MM116 to Marathon, Florida MM 54, any travel
outside the local area but still in the Florida Keys may be billed as travel time upon approval by
the County Attorney or designee of the County Attorney. Expenses will be reimbursed in
accordance with the applicable provisions of Florida Statute 112.321 and of the Monroe County
Code for"approved travelers" and shall be summarized on the Monroe County Travel Form by
ATTORNEY with all applicable receipts attached thereto.
Meals are reimbursable only if out of the local metropolitan area while working on
COUNTY representation and are payable up to the amount set out in Monroe County Code.
6. Case monitoring. COUNTY will be advised promptly by ATTORNEY of all significant
facts and developments in the matter so that COUNTY may manage the matter effectively and
make informed decisions about strategy, tactics, settlement, scheduling, costs, and other
related matters. COUNTY will promptly receive from ATTORNEY copies of all documents
material to the subject matter of this Agreement, such that the COUNTY will have a current, up-
to-date, "mirror" copy of the COUNTY'S file maintained by ATTORNEY.
7. CONFIDENTIALITY AND PUBLIC RELATIONS. ATTORNEY is not authorized to waive
or release any privilege or other protection of information —confidential, secret, or otherwise—
obtained from or on behalf of COUNTY. ATTORNEY is to keep all confidential, privileged, or
secret information confidential. This requirement is perpetual, i.e., it will continue even after the
termination of the relationship and this Agreement. This requirement is also intended to prohibit
ATTORNEY from using information obtained from or on behalf of COUNTY, including work
product prepared at COUNTY'S expense, for other client's of ATTORNEY or his or her
ATTORNEY, without COUNTY'S advance written approval.
8. OWNERSHIP OF ATTORNEY FILES AND WORK PRODUCT. ATTORNEY
understands that all files and work product prepared by ATTORNEY or his or her ATTORNEY at
the expense of COUNTY (or for which COUNTY is otherwise billed) is the property of COUNTY.
Without COUNTY'S prior written approval, this work product may not be used by ATTORNEY or
his or her ATTORNEY nor disclosed by ATTORNEY or his or her ATTORNEY to others, except
in the normal course of ATTORNEY'S representation of COUNTY in this matter.
9. TERMINATION.
A. The ATTORNEY serves at the pleasure of the COUNTY. The COUNTY may terminate
this contract by providing the ATTORNEY with written notice of termination. Upon
receipt of the notice or upon any later effective termination date described in the notice,
the ATTORNEY shall immediately cease performing any further services under this
contract. The COUNTY will remain obligated to pay the ATTORNEY for all service
performed but unpaid up to the date of the ATTORNEY'S receipt of the notice or such
later effective date specified by the COUNTY, provided that compensation for services
shall not be terminated sooner than thirty (30) days after the date of written notice unless
mutually agreed to, in writing, between the parties.
B. The ATTORNEY may terminate this contract by giving the COUNTY at least ninety (90)
days written notice. The ATTORNEY shall be paid for all services performed but unpaid
up to the effective date of termination.
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10. STANDARDS AND CORRECTIONS.
A. The ATTORNEY shall perform or furnish professional services in accordance with the
generally accepted standards of the ATTORNEY's profession or occupation and with
any laws, statutes, ordinances, codes, rules and regulations governing the ATTORNEY's
services hereunder.
B. The ATTORNEY shall, without additional compensation, correct and revise any errors,
omissions, or other deficiencies in the ATTORNEY's work product, services, or materials
arising from the negligent act, error or omission of the ATTORNEY. The foregoing shall
be construed as an independent duty to correct rather than waiver of the COUNTY's
rights under any applicable statute of limitations. The review of, approval of, or payment
for any of the ATTORNEY's work product, services, or materials shall not be construed
to operate as a waiver of any of the COUNTY's rights under this Agreement, or cause of
action the COUNTY may have arising out of the performance of this Agreement.
11. INSURANCE. Recognizing that the work governed by this contract involves the
furnishing of advice or services of a professional nature, the ATTORNEY shall purchase and
maintain, throughout the life of the contract, Professional Liability Insurance which will respond
to damages resulting from any claim arising out of the performance of professional services or
any error or omission of the Contractor arising out of work governed by this contract.
The minimum limits of liability shall be:
$500,000 per Occurrence/$1,000,000 Aggregate.
12. NON-ASSIGNMENT. This Agreement, or any interest herein, shall not be assigned,
transferred or otherwise encumbered, under any circumstances by the ATTORNEY without the
prior written consent of the COUNTY. Further, no portion of this Agreement may be performed
by subcontractors or sub-consultants without written notice to and approval of such action by
the COUNTY.
13. ANTI-SOLICITATION. The ATTORNEY warrants that it has not employed, retained or
otherwise had act on its behalf any former County officer or employee subject to the prohibition
of Section 2 of Ordinance No. 010-1990 or any County officer or employee in violation of
Section 3 of Ordinance No. 010-1990. For breach or violation of this provision the COUNTY
may, in its discretion, terminate this contract without liability and may also, in its discretion,
deduct from the contract or purchase price, to otherwise recover, the full amount of any fee,
commission, percentage, gift, or consideration paid to the former County officer or employee.
14. DELIVERY. All written notices required under this contract shall be considered to have
been delivered and received if hand delivered or sent by certified U.S. Mail or a nationally
recognized courier service to the addresses first written above.
15. VENUE, GOVERNING LAW, AND ATTORNEYS FEES. Venue for any litigation arising
out of or under this agreement shall be in Monroe County, Florida. The governing law shall be
that of the State of Florida. In the event of litigation to enforce payment or any of the terms of
the agreement, the prevailing party shall be entitled to receive reasonable attorneys' fees,
including appellate attorney fees, if necessary.
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16. PUBLIC ENTITY CRIME STATEMENT. A person or affiliate who has been placed on the
convicted vendor list following a conviction for public entity crime may not submit a bid on a
contract to provide any goods or services to a public entity, may not submit a bid on a contract
with a public entity for the construction or repair of a public building or public work, may not
submit bids on leases of real property to public entity, may not be awarded or perform work as a
contractor, supplier, subcontractor, or consultant under a contract with any public entity in
excess of the threshold amount provided in Section 280.017 FS, for CATEGORY TWO for a
period of 36 months from the date of being placed on the convicted vendor list.
17. SEVERABILITY/NO WAIVERS. In the event any provision of this Agreement shall be
held invalid and unenforceable, the remaining provisions shall be valid and binding upon the
parties. One or more waivers by either party of any breach of any provision, term, condition or
covenant shall not be construed by the other party as a waiver of any subsequent breach.
18. FLORIDA GOVERNMENT-IN-THE-SUNSHINE LAW. ATTORNEY agrees that, unless
specifically exempted or excepted by Florida law, the provisions of Chapter 120, Florida
Statutes, generally require full and public discussion of matters to be voted upon by the Board of
County Commissioners. ATTORNEY agrees to consult with the COUNTY ATTORNEY'S office
concerning the application of the Sunshine Law from time to time concerning specific
circumstances that may arise during the term of this Agreement.
19. FLORIDA PUBLIC RECORDS LAW. ATTORNEY agrees that, unless specifically
exempted or excepted by Florida law or Rules and Regulations of The Florida Bar, the
provisions of Chapter 119, Florida Statutes, generally require public access to all records and
documents which may be made or received under this Agreement. ATTORNEY agrees to
consult with the County Attorney's office concerning the application of the Public Records Law
from time to time concerning specific circumstances that may arise during the term of this
Agreement.
20. NO ASSIGNMENTS. ATTORNEY shall not assign or subcontract its obligations under
this agreement, except in writing and with the prior written approval of the Board of County
Commissioners of Monroe County, which approval shall be subject to such conditions and
provisions as the Board may deem necessary.
IN WITNESS WHEREOF, the parties hereto have set their signatures the date first above
written.
9f �-` : Amy Heavilin, Board of County Commissioners for Monroe
fi'' �aJq-ale Court County
'
71 Clerk Mayo
`^. MONROE COUNTY ATTORNEY
PROVED AS TO FO
L0w Oi of Mi D. Morelly / 1*> �
104615 Overseas Highwayt-coin,
Key Largo, Florida 3037 NATU_EENE W. CASSEL
ASSISTANT COUNTY ATTORNEY
Date - a - 2y,3
By:
Michael D. Morelly
5 P a 2C