05/21/2014 AgreementAMY REAVILIN, CPA
CLERK OF CIRCUIT COURT &COMPTROLLER
MONROE COUNTY, FLORIDA
DATE: June 24, 2014
TO: Bob Shillinger,
County Attorney
ATTN: Kathy Peters
FROM: Vitia Fernandez, D. a
At the May 21, 2014, Board of County Commissioner's meeting the Board granted approval and
authorized execution of Item 02 Professional Services Contract with Adele V. Stones, P.A. for legal
services involving real estate.
Enclosed is a duplicate original of the above - mentioned for your handling. Should you have any
questions, please feel free to contact my office.
cc: County Attorney (electronic copy)
Finance (electronic copy)
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
BETWEEN
MONROE COUNTY
AND
ADELE V. STONES P.A.
01 1,-
THIS CONTRACT is made and entered into this day of 2014, by and
between the MONROE COUNTY BOARD OF COUNTY COMMISSIO RS (hereinafter
"COUNTY "), 1100 Simonton Street, The Gato Building, Key West, FL 33040, Adele v. Stones,
Attorney at Law, and Adele V. Stones, P.A., 221 Simonton Street, Key West, FL 33040
(hereinafter ATTORNEY).
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 and provide such services on behalf of 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 matter of ownership of land and its extension as a spit into what is known
locally as Boca Chica Basin extending from the end of Laurel Avenue on Stock Island, 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. Examination of title and preparation of a title opinion
B. Review of survey and legal descriptions and coordinate with surveyor
C. Review of sovereignty submerged lands matters affecting the land
D. Follow -up with county to complete county file
E. Appearance at Board of County Commissioners meetings if necessary
2. OTHER MATTERS. ATTORNEY may be assigned new matters by the County
Attorney from time to time during the term of the agreement involving real estate, including but
not limited to, real estate closings for County as purchaser or seller and leases ; those matters
shall be included under this Agreement when assigned by the COUNTY through the County
Attorney 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. Any title insurance shall be issued by an authorized title agent
customarily used by ATTORNEY.
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.
Contract AVStones May 21, 2014
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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
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 be paid at the rate of $225.00 per hour.
ATTORNEY 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. ATTORNEY will be
paid for her services based on the number of hours expended on behalf of the COUNTY.
Changes to this hourly rate shall be made by amendment to this agreement. The only
timekeeper on this agreement shall be ATTORNEY. ATTORNEY'S request for payments and
reimbursements may be made in either the ATTORNEY'S name or the name of the
ATTORNEY'S law firm, as appropriate. ATTORNEY's bills complying with this Agreement are
due and payable according to the Local Government 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. Payment is contingent upon an annual appropriation
by the Board of County Commissioners.
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. Travel time is billable at the hourly rate upon prior approval by the County Attorney.
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.
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
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summarized on the Monroe County Travel Form by ATTORNEY with all applicable receipts
attached thereto.
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 transactional issues, 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 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 nor disclosed by
ATTORNEY to others, except in the normal course of ATTORNEY'S representation of COUNTY
in this or any other 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.
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
Contract AVStones May 21, 2014
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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 she 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.
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.
Contract AVStones May 21, 2014
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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.
Pursuant to Florida Statute §119.0701, Contractor and its subcontractors shall comply with all
public records laws of the State of Florida, including but not limited to:
(a) Keep and maintain public records that ordinarily and necessarily would be
required by Monroe County in the performance of this Agreement.
(b) Provide the public with access to public records on the same terms and
conditions that Monroe County would provide the records and at a cost that does
�° nit exceed the cost provided in Florida Statutes, Chapter 119 or as otherwise
v ovided by law.
= u) Ensure that public records that are exempt or confidential and exempt from
cr *s -Vublic records disclosure requirements are not disclosed except as authorized by
� � v w.
.cad) Meet all requirements for retaining public records and transfer, at no cost, to
W �*lonroe County all public records in possession of the contractor upon
germination of this Agreement and destroy any duplicate public records that are
L+- Cbxempt or confidential and exempt from public records disclosure requirements.
All records stored electronically must be provided to Monroe County in a format
that is compatible with the information technology systems of Monroe County.
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.
N WITNESS WHEREOF, the parties hereto have set their signatures the date first above
pt.' Heavilin, Board of County Commissioners for Monroe
urt County
JIM By: l ayor erk M O -, j-, COUNTY AT`i ORNE`,
APPROVED AS TO F09M
Contract AVStoncs May 21, 2014
May 5, 2014
SU M. GR1MS .EY
, %SSISTANT COUNTY ATTORNEY
Adele V. Stones, P.A.
Adele V. Stones, Attorney at Law
By �/
Adele V. Stones
STATE OF
COUNTY OF
On this day of 2014, before me the person whose name is
subscribed above, and who produced
as identification, or is
per�sonallX kr�own by me_ acknowledged that she is the person who executed the above
Contract for the purposes therein contained.
6
Contract AVStones May 21, 2014
May 5, 2014
SA w yF9 ,,,��
Notary Public
V �a
Cindy Sawyer
0 �� #EE 147446 ; p`
Print Name
My commission expires:
'A ;;� 41110
6
Contract AVStones May 21, 2014
May 5, 2014
Florida
v,,:jAVvYERS
i1bt, M u t u a l
Insurance Company,
Created by The Florida Bar for its members.
MAY `' '?
CERTIFICATE OF INSURANCE
This Certificate does not amend, extend or alter the coverage afforded by the policy.
This is to certify that the policy of insurance shown below has been issued and is in force at this time.
NAMED INSURED AND ADDRESS:
Stones & Cardenas, A Florida General Partnership
221 Simonton Street
Key West, FL 33040
TYPE OF INSURANCE: LAWYERS PROFESSIONAL LIABILITY
POLICY NUMBER:
POLICY TERM
LIABILITY LIMITS:
97100040
02/11/2014 to 02/11/2015
S 500,000 per claim
$1,000,000 total limit
A P ISK
BY = ,.
DAT
WAIVER N /A_1 YES
CANCELLATION: Should the above - described policy be canceled before the expiration date thereof, the issuing
Company will endeavor to mail 30 days written notice to the below named Certificate Holder, but failure to mail such
notice shall impose NO obligation or liability of any kind upon the Company, its agents or representatives.
NAME AND ADDRESS OF CERTIFICATE HOLDER:
Monroe County Board of County Commissioners
1 100 Simonton Street, Suite 268
Key West, FL 33040
This Certificate is issued as a matter of information only and confers no rights upon the Certificate Holder.
May 21, 2014
DATE OF ISSUE IZ D F–SE5V TATIVE
800.633.6458 • tax: 800.781.2010 • mvw!"lmic.com
541 E. Mitchell Hammock Rd. • Oviedo, Florida 32765