Item N11BOARD OF COUNTY COMMISSIONERS
County of Monroe A(I Mayor George Neugent, District 2
TheOI1da Keys 4� �� m Mayor Pro Tem David Rice, District 4
l Danny L. Kolhage, District 1
„ Y
„; ° W Heather Carruthers, District 3
Sylvia J. Murphy, District 5
County Commission Meeting
June 21, 2017
Agenda Item Number: N.11
Agenda Item Summary #3095
BULK ITEM: No DEPARTMENT: County Attorney's Office
TIME APPROXIMATE: STAFF CONTACT: Bob Shillinger (305) 292-3470
No
AGENDA ITEM WORDING: Approval of the First Amended and Restated Professional Services
Contract with Adele V. Stones, P.A.
ITEM BACKGROUND: Adele Virginia ("Ginny") Stones currently represents the County under a
professional services agreement that was entered into in May of 2014. The First Amended and
Restated Agreement provides for an updated billing rate of $300 per hour for general legal matters
and $475 per closing for each real property acquisition. The proposed amendment also includes
public records language required by law since the original agreement was entered into.
The County Attorney's Office refers certain real estate related matters to Ms. Stones due to her
expertise in that area of law. The subject agreement is separate and distinct from Ms. Stones'
contract to represent the Monroe County Land Authority.
PREVIOUS RELEVANT BOCC ACTION: In May of 2014, the Board approved the original
agreement.
CONTRACT/AGREEMENT CHANGES:
Updated rate and public records language
STAFF RECOMMENDATION: Approval
DOCUMENTATION:
Executed Stones 1 st Amended and Restated Agreement (stamped and executed)
Stones May 2014 Agreement
FINANCIAL IMPACT:
Effective Date: June 21, 2017
Expiration Date: None
Total Dollar Value of Contract: To be determined
Total Cost to County: $300 per hour and $475 per dosing.
Current Year Portion:
Budgeted: Yes
Source of Funds Fund 316 — Land Acquisition Funds
CPI: n/a
Indirect Costs: n/a
Estimated Ongoing Costs Not Included in above dollar amounts:
Revenue Producing:
Grant: none
County Match: n/a
Insurance Required:
aggregate.
Additional Details:
No If yes, amount: No
Professional liability insurance. $500,000 per occurrence/$1 million
REVIEWED BY:
Bob Shillinger
Completed
06/06/2017 2:59 PM
Bob Shillinger
Completed
06/06/2017 2:59 PM
Budget and Finance
Completed
06/06/2017 3:16 PM
Maria Slavik
Completed
06/06/2017 4:01 PM
Kathy Peters
Completed
06/06/2017 4:37 PM
Board of County Commissioners
Pending
06/21/2017 9:00 AM
FIRST AMENDED AND RESTATED
PROFESSIONAL SERVICES CONTRACT
BETWEEN
MONROE COUNTY
AND
ADELE V. STONES P.A.
THIS CONTRACT is made and entered into this day of , 2017, by
and between the MONROE COUNTY BOARD OF COUNTY COMMISSIONERS
(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.
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.
& 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
3
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 mitigate the 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
expensesireimbursements 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
2
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 OccurrenceiS1;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.
4
17 SEVERABILITYiNO 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
I
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 !T WHEREOF, the parties hereto have set their signatures the date first above written
Attest: Kevin d k,
Clerk of Court
am
Adele V. Stones, P.A.
Adele V. Stones, Attorney at Law
a
y:
Adele V. Stones
Board of County Commissioners for
Monroe County
MOMRC"' ('*0UN1YATi0RNEY
16 T
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PROFESSIONAL SERVICES CONTRACT
BETWEEN
MONROE COUNTY
AND
ADELE V. STONES, P.A.
-? 11-
THIS CONTRACT is made and entered into this — day of M<zs-A 2014, by and
between the MONROE COUNTY BOARD OF COUNTY COMMISSIOI`41ERS (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:
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.
k�*T*qjq,ld1L"jU0 NJ aw-Iff-ammin
Contract AVStom May 21, 2014
May 5, 2014
summarized on the fl-lonroe County Travel Form by ATTORNEY with all applicable receipt
aVached thereto,
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.
A. The ATTORNEY shall perform or furnish professional services in accordance with the
generally acceped standards of the ATTORNEY's profession or occupation and with
any laws, statutes, ordinances, codes, rules and regulations governing the ATTORNEY's
services hereunder.
M
JIV! I JLVIZ s
Contract AVStones May 21, 2014
May 5, 2014
The minimum limits of liablifty shall bei
$500,000 per Occurrence/$1 000,000 Aggregate.
12. NON -ASSIGNMENT. This Agreement, or any interest herein, shall not be assigne
transferred or otherwise encumbered, under any circumstances by the ATTORNEY without t
prior written consent of the COUNTY, Further, no portion of this Agreement may be perform
by subcontractors or sub -consultants without written notice to and approval of such action
the COUNTY, I
Contract AVStones May 21, 2014
May 51 2014
Adele e ones,P.A.
Adele V. Stones, Attorney at Law
B7 Adele V, Stones
COUNTY OFVia '
On this day of 2014, before me the person whose name is
subscribed above, and who produced as identification, or is
per onaLy vie acknowledged that she is the person who executed the above
Contract for the purposes therein contained.
Notary Public
L
Cindy SaIAV
6
Contract AVStones May 21, 2014
May 5, 2014
Plorida
1AWYERS
M U I U a I
Insurance C o m p a n yo
Created by The Florida Bar for its inembers.
CERTIFICATE OF INSURANCE
This, Certificate does not amend. extend or alter the cover, tig TIC
Bffi��
MAY
This is to certify that the policy of insurance shown below has been issued and is in force at this time,
0 - MUM
221 Simonton Street
Key West, FL 33040
A
WAWER N/A_j YES_
02111/2014 to 02/11/20 15
I 111 a
MUM M14
notice shall impose NO obligation or liability of any kind upon the Company, its agents or representatives,
I'M
I "AMWIL"MW11
1100 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
DA TE OF ISSUE IZ D ES - TA 77 VE
SCX1633-6458 - fax: &10.781.2010 - �,%wwflmicxoni
541 r- - Mitchc1l I kunmock- Rd. - Ovicdo, Florida 32765