1st Amended & Restated 06/21/2017FIRS AMENDED AND RESTATED
PROFESSIONAL SERVICES CONTRACT
BETWEEN
MONROE COUNTY
AND
ADELE V. STONES, P.A.
THIS CONTRACT is made and entered into this d — day of , 2017, by and
between the MONROE COUNTY BOARD OF COUNTY COMMISSIONER'S (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 matters affecting the land
D. Follow -up with closing agent for all matters related to real property transfers
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 notify 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.
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 COUNTYto avoid or mitigatethe impediment
4. PAYMENTS TO ATTORNEY ATTORNEY shall be paid at the rate of $300.00 per hour for
general legal matters. ATTORNEY shall be paid a fee of $475.00 per transaction as a cost of closing
with each real property acquisition. 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
expensestreimbursements 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
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
written notice. The ATTORNEY shall be paid
effective date of termination.
by giving the COUNTY at least ninety (90) days
for all services performed but unpaid up to the
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
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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'swork 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.
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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. 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.
Public Records Compliance. ATTORNEY must comply with Florida public records laws, including
but not limited to Chapter 119, Florida Statutes and Section 24 of article I of the Constitution of Florida.
The COUNTY and ATTORNEY shall allow and permit reasonable access to, and inspection of, all
documents, records, papers, letters or other "public record" 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
ATTORNEY in conjunction with this contract and related to contract performance. The County shall
have the right to unilaterally cancel this contract upon violation of this provision by the ATTORNEY.
Failure of the ATTORNEY to abide by the terms of this provision shall be deemed a material breach of
this contract and the COUNTY may enforce the terms of this provision in the form of a court proceeding
and shall, as a prevailing party, be entitled to reimbursement of all attorney's fees and costs associated
with that proceeding. This provision shall survive any termination or expiration of the contract.
The ATTORNEY is encouraged to consult with its advisors about Florida Public Records Law in order
to comply with this provision.
Pursuant to F.S. 119.0701 and the terms and conditions of this contract, the ATTORNEY is required
to:
(1) Keep and maintain public records that would be required by the County to perform the service.
(2) Upon receipt from the County's custodian of records, provide the County with a copy of the
requested records or allow the records to be inspected or copied within a reasonable time at a cost that
does not exceed the cost provided in this chapter or as otherwise provided by law.
(3) Ensure that public records that are exempt or confidential and exempt from public records
disclosure requirements are not disclosed except as authorized by law for the duration of the contract
term and following completion of the contract if the ATTORNEY does not transfer the records to the
County.
(4) Upon completion of the contract, transfer, at no cost, to the County all public records in
possession of the ATTORNEY or keep and maintain public records that would be required by the County
to perform the service. If the ATTORNEY transfers all public records to the County upon completion of
the contract, the ATTORNEY shall destroy any duplicate public records that are exempt or confidential
and exempt from public records disclosure requirements. If the ATTORNEY keeps and maintains public
records upon completion of the contract, the ATTORNEY shall meet all applicable requirements for
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retaining public records. All records stored electronically must be provided to the County, upon request
from the County's custodian of records, in a format that is compatible with the information technology
systems of the County.
(5) A request to inspect or copy public records relating to a County contract must be made directly
to the County, but if the County does not possess the requested records, the County shall immediately
notify the ATTORNEY , of the request, and the ATTORNEY must provide the records to the County or
allow the records to be inspected or copied within a reasonable time.
If the ATTORNEY does not comply with the COUNTY's request for records, the COUNTY shall
enforce the public records contract provisions in accordance with the contract, notwithstanding the
COUNTY's option and right to unilaterally cancel this contract upon violation of this provision by the
ATTORNEY. An ATTORNEY who fails to provide the public records to the County or pursuant to a valid
public records request within a reasonable time may be subject to penalties under section119.10, Florida
Statutes. The ATTORNEY shall not transfer custody, release, alter, destroy or otherwise dispose of any
public records unless or otherwise provided in this provision or as otherwise provided by law.
IF THE ATTORNEY /CONTRACTOR HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE
ATTORNEY /CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS
RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC
RECORDS, BRIAN BRADLEY AT PHONE# 305 - 292 -3470 BRADLEY -
BRIAM&MONROECOUNTY- FL.GOV, MONROE COUNTY ATTORNEY'S
OFFICE 111112 TH Street, SUITE 408, KEY WEST, FL 33040.
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.
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, the parties hereto have set their signatures the date first above written.
Adele V. Stones, P.A.
Adele V. Stones, Attorney at Law
By: !a _ V _
Adele V. Stones
Board of County Commissioners for
Monroe ounty
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Mayor M o
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STATE OF FLORIDA:
COUNTY OF MONROE:
I HEREBY CERTIFY that on this day personally appeared before me, an officer duly authorized to
administer oaths and take acknowledgments, ADELE V. STONES, who is personally known tQ me
to be the individual described in and who executed the foregoing or who produced
as identification, and she acknowledged before me that she executed the
same freely and voluntarily for the purposes therein expressed.
WITNESS my hand and official seal at Key West, County of Monroe, and State of Florida, this 29th
day of June, 2017.
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Printed Name Ootary NOTARY PL93LIC
My Commission Expires:
$ ZM: TERRY A. CLARK
My COMMISSION # GG 117372
EXPIRES: June 21, 2021
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Created by The Florida Bar for its members.
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: Oropeza, Stones & Cardenas, PLLC
221 Simonton Street
Key West, FL 33040
COVERED LAWYERS: Susan M. Cardenas
Adele V. Stones
Gregory Oropeza
TYPE OF INSURANCE: LAWYERS PROFESSIONAL LIABILITY
POLICY NUMBER:
POLICY TERM:
LIABILITY LIMITS:
81204
02/11/2017 to 02/11/2018
$1,000,000 per claim
$1,000,000 total limit
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.
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This Certificate is issued as a matter of information only and confers no rights upon the Certificate Holder.
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June 8, 2017
DATE OF ISSUE EP&0
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Florida
Lawyers
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INSURANCE COMPANY
Created by The Florida Bar for its members.
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: Oropeza, Stones & Cardenas, PLLC
221 Simonton Street
Key West, FL 33040
COVERED LAWYERS: Susan M. Cardenas
Adele V. Stones
Gregory Oropeza
TYPE OF INSURANCE: LAWYERS PROFESSIONAL LIABILITY
POLICY NUMBER:
POLICY TERM:
LIABILITY LIMITS:
81204
02/11/2017 to 02/11/2018
$1,000,000 per claim
$1,000,000 total limit
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.
4 MENT Is E
N
This Certificate is issued as a matter of information only and confers no rights upon the Certificate Holder.
A
June 8, 2017
DATE OF ISSUE EP&0
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541 E. %Ijdidl tianuno(k Rd • 0si do, Floridj 32765