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Item F3LAND AUTHORITY GOVERNING BOARD AGENDA ITEM SUMMARY Meeting Date: January 16, 2014 Division: Land Authority Bulk Item: Yes No X Contact / Phone #: Mark Rosch / 295 -5180 Agenda Item Wording: Approval of First Amended Professional Services Contract with Adele V. Stones, P.A. for legal services. Item Background: Under this amended contract Ms. Stones' role will expand from reviewing and approving the Land Authority's closings to being responsible for closing the transactions either in house using her firm's staff or using an outside firm or title company. Under her existing contract the Land Authority pays Ms. Stones an attorney's fee of $375 per closing to review and approve the Land Authority's closings and title insurance policies. Title companies, selected on the basis of their fee quotes, have been closing the transactions. There has been relatively little difference in the quotes received given that title insurance premiums are set by the State and the premiums charged by all title companies are the same. The low quote for most transactions has been $375 plus the title insurance premium at the promulgated rate. In some cases the quotes between title companies for a given transaction have differed by as little as five dollars. Under the proposed amended contract Ms. Stones will be responsible for closing the Land Authority's transactions either in house using her firm's staff or using an outside firm or title company. The Land Authority will pay a fee not to exceed $375 for title search and settlement services plus the promulgated rate for title insurance which Ms. Stones will use to either close the transactions in house or engage the services of an outside firm or title company. Ms. Stones will continue to receive an attorney's fee of $375 per closing to review and approve the closings and title insurance policies. Advisory Committee Action: N/A Previous Governing Board Action: The Board approved a professional services contract with Adele V. Stones, P.A. on September 17, 2013. Contract/Agreement Changes: Paragraph 1A(iv) (Scope of Services) is expanded to include all closing services and the issuance of title insurance; Paragraph 2 (Term) is revised to begin January 16, 2014; Paragraph 3B (Payment) is revised to include payment not to exceed $375 for title search and settlement fee and the promulgated rate for title insurance; and the code reference in Paragraph 6D (Conflicts of Interest) is revised to reflect the re- numbering of the County Code. Staff Recommendation: Approval Total Cost: up to $35,000 /yr + closing fees Indirect Cost: $ Budgeted: Yes X No Cost to Land Authority: up to $35,000 /yr + closing fees Source of Funds: Land Authority Approved By: Attorney X County Land Steward Documentation: Included: X To Follow: Not Required: Disposition: Agenda Item FIRST AMENDED PROFESSIONAL SERVICES CONTRACT THIS CONTRACT is made and entered into this 16th day of January, 2014, by and between the MONROE COUNTY COMPREHENSIVE PLAN LAND AUTHORITY (hereinafter "AUTHORITY "), 1200 Truman Avenue, Suite 207, Key West, FL 33040, and Adele V. Stones, P.A. (hereinafter "FIRM "), 221 Simonton Street, Key West, Key, FL 33040. WITNESSETH: WHEREAS, the AUTHORITY entered into a Professional Services Contract dated September 18, 2013 (hereinafter "Prior Contract ") with the FIRM to provide legal counsel and services; and WHEREAS, the AUTHORITY and the FIRM desire to replace said Prior Contract with this First Amended Professional Services Contract; NOW, THEREFORE, in consideration of the mutual promises contained in this contract the Prior Contract is hereby rescinded and the parties agree as follows: 1. SCOPE OF SERVICES. A. FIRM shall provide the following services: i) Legal opinions and general counseling to the AUTHORITY, its Executive Director, and its Advisory Committee; ii) Drafting and review of contracts, resolutions, and other documents as requested by the Executive Director of the AUTHORITY; iii) Attendance at each scheduled meeting of the AUTHORITY and its Advisory Committee; iv) The FIRM will handle either in house or by engagement of settlement services performed by FIRM'S designee, all closing services and title insurance, including the review and approval of the real estate closings and the title insurance policies issued to the AUTHORITY on all properties acquired and disposed of by the AUTHORITY. B. BOND ISSUES. If the AUTHORITY elects to issue bonds, the FIRM, at the discretion of the AUTHORITY, may act as counsel and if so shall be paid in the general manner and amount customary to the industry. C. LITIGATION Should the need for litigation arise, the FIRM, at the discretion of the AUTHORITY, may handle the litigation and if so shall be paid at the hourly rate in Paragraph 3A. D. LOBBYING - The duties of the FIRM specifically do not include lobbying before the Legislature of the State of Florida. 2. TERM The term of this agreement is January 16, 2014, through October 16, 2016. 3. PAYMENT A. For all of the above services, except closings and bond related services, a fee of two hundred twenty -five dollars ($225.00) per hour shall be paid by the AUTHORITY to the FIRM. Expenses shall be billed monthly as accumulated. Bond work is covered by Paragraph 1B above. The AUTHORITY shall pay the FIRM an amount not to exceed $35,000 per year for services under this contract, excluding closing fees set forth in Paragraph 3B below. B. Closing fees for each transaction shall be title search and settlement fee not to exceed three hundred seventy -five dollars ($375.00), and attorney's fee of three hundred seventy -five ($375.00). Title insurance shall be provided at the rate promulgated by the State of Florida. These fees shall be collected at and as a cost of closing. C. No travel expenses shall be paid for routine travel to and from the sites of the meetings and normal office supplies consumed in the course of representation will not be reimbursable. D. The FIRM shall submit all bills to the AUTHORITY'S Executive Director, or his designee, for review by the tenth of each month for services performed during the previous month. The bill shall be in a form satisfactory to the AUTHORITY'S Executive Director. Payment of approved bills shall be made to the FIRM within the time required by the Florida Prompt Payment Act. 4. TERMINATION A. The FIRM serves at the pleasure of the AUTHORITY. The AUTHORITY may terminate this contract by providing the FIRM with written notice of termination. Upon receipt of the notice or upon any later effective termination date described in the notice, the FIRM shall immediately cease performing any further services under this contract. The AUTHORITY will remain obligated to pay the FIRM for all service performed but unpaid up to the date of the FIRM'S receipt of the notice or such later effective date specified by the AUTHORITY, 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 FIRM may terminate this contract by giving the AUTHORITY at least ninety (90) days written notice. The FIRM shall be paid for all services performed but unpaid up to the effective date of termination. 5. STANDARDS AND CORRECTIONS A. The FIRM shall perform or furnish professional services in accordance with the generally accepted standards of the FIRM's profession or occupation and with any laws, statutes, ordinances, codes, rules and regulations governing the FIRM's services hereunder. B. The FIRM shall, without additional compensation, correct and revise any errors, omissions, or other deficiencies in the FIRM's work product, services, or materials arising from the negligent act, error or omission of the FIRM. The foregoing shall be construed as an independent duty to correct rather than waiver of the AUTHORITY's rights under any applicable statute of limitations. The review of, approval of, or payment for any of the FIRM's work product, services, or materials shall not be construed to operate as a waiver of any of the AUTHORITY's rights under this Agreement, or cause of action the AUTHORITY may have arising out of the performance of this Agreement. Pill 6. CONFLICTS OF INTEREST A. The FIRM will not represent parties before the AUTHORITY, the Monroe County Commission, or their staff in any matters related to the Land Authority during the term of this contract. However, nothing herein shall be construed to prohibit the FIRM from representing clients before the Monroe County Commission and its staff in matters unrelated to the Land Authority. B. The FIRM shall notify the Executive Director of the AUTHORITY of any conflict of interest, which would preclude the FIRM from representing the AUTHORITY. Further, the FIRM shall notify the Executive Director of the AUTHORITY should the FIRM determine that additional counsel needs to be retained to assist the FIRM in its representation of the AUTHORITY. C. During any hours the FIRM provides services to the AUTHORITY, the FIRM shall devote its full time and effort to the services being performed for the AUTHORITY. The FIRM shall truthfully and accurately maintain all records and make such reports as the AUTHORITY may require. D. Pursuant to section 2- 430(a)(2), Monroe County Code, the FIRM is hereby exempted from the compensation prohibition established in section 2 -430, Monroe County Code. 7. INSURANCE Recognizing that the work governed by this contract involves the furnishing of advice or services of a professional nature, the FIRM 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. 8. NON - ASSIGNMENT. This Agreement, or any interest herein, shall not be assigned, transferred or otherwise encumbered, under any circumstances by the FIRM without the prior written consent of the AUTHORITY. 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 AUTHORITY. 9. ANTI - SOLICITATION The FIRM 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 AUTHORITY 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. 10. 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. 3 11. 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. 12. 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. 13. 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. IN WITNESS WHEREOF, the parties hereto have set their signatures the date first above written. Attest: MONROE COUNTY LAND AUTHORITY By: By: Mark J. Rosch, Executive Director Heather Carruthers, Chairman ADELE V. STONES, P.A. By Adele V. Stones, Director MONROE COUNTY ATTORNEY APPROV ' O ORM: ROSER . SHIUANGER, JR. COUNTY ATTORIXY Date CI PROFESSIONAL SERVICES CONTRACT THIS CONTRACT is made and entered into this day of , 2013, by and between the MONROE COUNTY COMPREHENSIVE PLAN LAND A�TY ( hereinafter "AUTHORITY "), 1200 Truman Avenue, Suite 207, Key West, FL 33040, and Adele V. Stones, P.A. (hereinafter "FIRM "), 221 Simonton Street, Key West, Key, FL 33040. WITNESSETH: WHEREAS, the AUTHORITY desires to enter into a contract with the FIRM to provide legal counsel and services; and WHEREAS, the FIRM is willing to represent the AUTHORITY; NOW, THEREFORE, in consideration of the mutual promises contained in this contract the parties agree as follows: 1. SCOPE OF SERVICES. A. FIRM shall provide the following services: i) Legal opinions and general counseling to the AUTHORITY, its Executive Director, and its Advisory Committee; ii) Drafting and review of contracts, resolutions, and other documents as requested by the Executive Director of the AUTHORITY; iii) Attendance at each scheduled meeting of the AUTHORITY and its Advisory Committee; iv) The FIRM will review and approve the real estate closings and the title insurance policies issued to the AUTHORITY on all properties acquired and disposed of by the AUTHORITY. B. BOND ISSUES. If the AUTHORITY elects to issue bonds, the FIRM, at the discretion of the AUTHORITY, may act as counsel and if so shall be paid in the general manner and amount customary to the industry. C. LITIGATION Should the need for litigation arise, the FIRM, at the discretion of the AUTHORITY, may handle the litigation and if so shall be paid at the hourly rate in Paragraph 3A. D. LOBBYING - The duties of the FIRM specifically do not include lobbying before the Legislature of the State of Florida. 2. TERM The term of this agreement is October 17, 2013, through October 16, 2016. 3. PAYMENT A. For all of the above services, except closings and bond related services, a fee of two hundred twenty -five dollars ($225.00) per hour shall be paid by the AUTHORITY to the FIRM. Expenses shall be billed monthly as accumulated. Bond work is covered by Paragraph 1B above. The AUTHORITY shall pay the FIRM an amount not to exceed 1 $35,000 per year for services under this contract, excluding closing fees set forth in Paragraph 3B below. B. Closing fees for each transaction shall be three hundred seventy -five dollars ($375.00). These fees shall be collected at and as a cost of closing. C. No travel expenses shall be paid for routine travel to and from the sites of the meetings and normal office supplies consumed in the course of representation will not be reimbursable. D. The FIRM shall submit all bills to the AUTHORITY'S Executive Director, or his designee, for review by the tenth of each month for services performed during the previous month. The bill shall be in a form satisfactory to the AUTHORITY'S Executive Director. Payment of approved bills shall be made to the FIRM within the time required by the Florida Prompt Payment Act. 4. TERMINATION A. The FIRM serves at the pleasure of the AUTHORITY. The AUTHORITY may terminate this contract by providing the FIRM with written notice of termination. Upon receipt of the notice or upon any later effective termination date described in the notice, the FIRM shall immediately cease performing any further services under this contract. The AUTHORITY will remain obligated to pay the FIRM for all service performed but unpaid up to the date of the FIRM'S receipt of the notice or such later effective date specified by the AUTHORITY, 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 FIRM may terminate this contract by giving the AUTHORITY at least ninety (90) days written notice. The FIRM shall be paid for all services performed but unpaid up to the effective date of termination. 5. STANDARDS AND CORRECTIONS A. The FIRM shall perform or furnish professional services in accordance with the generally accepted standards of the FIRM's profession or occupation and with any laws, statutes, ordinances, codes, rules and regulations governing the FIRM's services hereunder. B. The FIRM shall, without additional compensation, correct and revise any errors, omissions, or other deficiencies in the FIRM's work product, services, or materials arising from the negligent act, error or omission of the FIRM. The foregoing shall be construed as an independent duty to correct rather than waiver of the AUTHORITY's rights under any applicable statute of limitations. The review of, approval of, or payment for any of the FIRM's work product, services, or materials shall not be construed to operate as a waiver of any of the AUTHORITY's rights under this Agreement, or cause of action the AUTHORITY may have arising out of the performance of this Agreement. 2 6. CONFLICTS OF INTEREST A. The FIRM will not represent parties before the AUTHORITY, the Monroe County Commission, or their staff in any matters related to the Land Authority during the term of this contract. However, nothing herein shall be construed to prohibit the FIRM from representing clients before the Monroe County Commission and its staff in matters unrelated to the Land Authority. B. The FIRM shall notify the Executive Director of the AUTHORITY of any conflict of interest, which would preclude the FIRM from representing the AUTHORITY. Further, the FIRM shall notify the Executive Director of the AUTHORITY should the FIRM determine that additional counsel needs to be retained to assist the FIRM in its representation of the AUTHORITY. C. During any hours the FIRM provides services to the AUTHORITY, the FIRM shall devote its full time and effort to the services being performed for the AUTHORITY. The FIRM shall truthfully and accurately maintain all records and make such reports as the AUTHORITY may require. D. Pursuant to section 2- 429(a)(2), Monroe County Code, the FIRM is hereby exempted from the compensation prohibition established in section 2 -429, Monroe County Code. 7. INSURANCE Recognizing that the work governed by this contract involves the furnishing of advice or services of a professional nature, the FIRM 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. 8. NON - ASSIGNMENT. This Agreement, or any interest herein, shall not be assigned, transferred or otherwise encumbered, under any circumstances by the FIRM without the prior written consent of the AUTHORITY. 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 AUTHORITY. 9. ANTI - SOLICITATION The FIRM 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 AUTHORITY 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. 10. 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. 3 11. 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. 12. 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. 13. 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. IN WITNESS WHEREOF, the parties hereto have set their signatures the date first above written. Attest: 'n - \� V ,--- By: Mark J. Ros xecutive Director Approve as to form an a Larry R. Erskine, Esquire MONROE J D HORITY By: Heat er Carruthers, Chairman ADELE V. STONES, P.A. .Z/ By. Adele V. Stones, Director 4 `�9Ff1HA6F91n..- � N FIRST AMENDED PROFESSIONAL SERVICES CONTRACT THIS CONTRACT is made and entered into this 16th day of January, 2014, by and between the MONROE COUNTY COMPREHENSIVE PLAN LAND AUTHORITY (hereinafter "AUTHORITY - ), 1200 Truman Avenue, Suite 207, Key West, FL 33040, and Adele V. Stones, P.A. (hereinafter "FIRM "), 221 Simonton Street, Key West, Key, FL 33040. WITNESSETH: WHEREAS, the AUTHORITY entered into a Professional Services Contract dated September 18, 2013 (hereinafter "Prior Contract ") with the FIRM to provide legal counsel and services; and WHEREAS, the AUTHORITY and the FIRM desire to replace said Prior Contract with this First Amended Professional Services Contract; NOW, THEREFORE, in consideration of the mutual promises contained in this contract the Prior Contract is hereby rescinded and the parties agree as follows: 1. SCOPE OF SERVICES. A. FIRM shall provide the following services: i) Legal opinions and general counseling to the AUTHORITY, its Executive Director, and its Advisory Committee; ii) Drafting and review of contracts, resolutions, and other documents as requested by the Executive Director of the AUTHORITY; iii) Attendance at each scheduled meeting of the AUTHORITY and its Advisory Committee; iv) The FIRM will handle either in house or by engagement of settlement services performed by FIRM'S designee, all closing services and title insurance, including the review and approval of the real estate closings and the title insurance policies issued to the AUTHORITY on all properties acquired and disposed of by the AUTHORITY. B. BOND ISSUES. If the AUTHORITY elects to issue bonds, the FIRM, at the discretion of the AUTHORITY, may act as counsel and if so shall be paid in the general manner and amount customary to the industry. C. LITIGATION. Should the need for litigation arise, the FIRM, at the discretion of the AUTHORITY, may handle the litigation and if so shall be paid at the hourly rate in Paragraph 3A. D. LOBBYING. - The duties of the FIRM specifically do not include lobbying before the Legislature of the State of Florida. 2. TERM The term of this agreement is January 16, 2014, through October 16, 2016. Xffl_ ffiAw 3. PAYMENT A. For all of the above services, except closings and bond related services, a fee of two hundred twenty -five dollars ($225.00) per hour shall be paid by the AUTHORITY to the FIRM. Expenses shall be billed monthly as accumulated. Bond work is covered by Paragraph 1B above. The AUTHORITY shall pay the FIRM an amount not to exceed $35,000 per year for services under this contract, excluding closing fees set forth in Paragraph 3B below. B. Closing fees for each transaction shall be title search and settlement fee not to exceed three hundred seventy -five dollars ($375.00), and attorney's fee of three hundred seventy -five ($375.00). Title insurance shall be provided at the rate promulgated by the State of Florida. These fees shall be collected at and as a cost of closing. C. No travel expenses shall be paid for routine travel to and from the sites of the meetings and normal office supplies consumed in the course of representation will not be reimbursable. D. The FIRM shall submit all bills to the AUTHORITY'S Executive Director, or his designee, for review by the tenth of each month for services performed during the previous month. The bill shall be in a form satisfactory to the AUTHORITY'S Executive Director. Payment of approved bills shall be made to the FIRM within the time required by the Florida Prompt Payment Act. 4. TERMINATION A. The FIRM serves at the pleasure of the AUTHORITY. The AUTHORITY may terminate this contract by providing the FIRM with written notice of termination. Upon receipt of the notice or upon any later effective termination date described in the notice, the FIRM shall immediately cease performing any further services under this contract. The AUTHORITY will remain obligated to pay the FIRM for all service performed but unpaid up to the date of the FIRM'S receipt of the notice or such later effective date specified by the AUTHORITY, 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 FIRM may terminate this contract by giving the AUTHORITY at least ninety (90) days written notice. The FIRM shall be paid for all services performed but unpaid up to the effective date of termination. 5. STANDARDS AND CORRECTIONS. A. The FIRM shall perform or furnish professional services in accordance with the generally accepted standards of the FIRM's profession or occupation and with any laws, statutes, ordinances, codes, rules and regulations governing the FIRM's services hereunder. B. The FIRM shall, without additional compensation, correct and revise any errors, omissions, or- other deficiencies in the FIRM's work product, services, or materials arising from the negligent act, error or omission of the FIRM. The foregoing shall be 2 construed as an independent duty to correct rather than waiver of the AUTHORITY's rights under any applicable statute of limitations. The review of, approval of, or payment for any of the FIRM's work product, services, or materials shall not be construed to operate as a waiver of any of the AUTHORITY's rights under this Agreement, or cause of action the AUTHORITY may have arising out of the performance of this Agreement. 6. CONFLICTS OF INTEREST. A. The FIRM will not represent parties before the AUTHORITY, the Monroe County Commission, or their staff in any matters related to the Land Authority during the term of this contract. However, nothing herein shall be construed to prohibit the FIRM from representing clients before the Monroe County Commission and its staff in matters unrelated to the Land Authority. B. The FIRM shall notify the Executive Director of the AUTHORITY of any conflict of interest, which would preclude the FIRM from representing the AUTHORITY. Further, the FIRM shall notify the Executive Director of the AUTHORITY should the FIRM determine that additional counsel needs to be retained to assist the FIRM in its representation of the AUTHORITY. C. During any hours the FIRM provides services to the AUTHORITY, the FIRM shall devote its full time and effort to the services being performed for the AUTHORITY. The FIRM shall truthfully and accurately maintain all records and make such reports as the AUTHORITY may require. D. Pursuant to section 2- 430(a)(2), Monroe County Code, the FIRM is hereby exempted from the compensation prohibition established in section 2 -430, Monroe County Code. 7. INSURANCE Recognizing that the work governed by this contract involves the furnishing of advice or services of a professional nature, the FIRM 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. 8. NON - ASSIGNMENT. This Agreement, or any interest herein, shall not be assigned, transferred or otherwise encumbered, under any circumstances by the FIRM without the prior written consent of the AUTHORITY. 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 AUTHORITY. 9. ANTI - SOLICITATION The FIRM 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 AUTHORITY 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 3 amount of any fee, commission, percentage, gift, or consideration paid to the former County officer or employee. 10. PUBLIC RECORDS Pursuant to F.S. 119.0701, the FIRM 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 the AUTHORITY in order to perform the service. B. Provide the public with access to public records on the terms and conditions that the AUTHORITY would provide the records and at a cost that does not exceed the cost provided in Florida Statutes, Chapter 119 or as otherwise provided by law. C. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law. D. Meet all requirements for retaining public records and transfer, at no cost, to the AUTHORITY all public records in possession of the FIRM upon termination of the contract and destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. All records stored electronically must be provided to the AUTHORITY in a format that is compatible with the information technology systems of the AUTHORITY. 11. 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. 12. 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. 13. 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. 14. 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. 4 IN WITNESS WHEREOF, the parties hereto have set their signatures the date first above written. Attest: By: Mark J. Rosch, Executive Director MONROE COUNTY LAND AUTHORITY By: Heather Carruthers, Chairman ADELE V. STONES, P.A. By y Adele V. Stones, Director MONROE CO ORNEY APPRO O ROBERT . ILLNGEER, JR. COUN r 5