Item V6* ADD -0N
BOARD OF COUNTY COMMISSIONERS
AGENDA ITEM SUMMARY
Meeting Date: November 20, 2013 Division: County Administrator
Bulk Item: Yes _ No _ Staff Contact Person/Phone #: Natileene Cassel X3580
AGENDA ITEM WORDING: Approval of professional services contract with Michael D. Morelly,
Esq. for legal representation in the Rowel's Marina closing.
ITEM BACKGROUND: On October 16, 2013, the BOCC approved the Agreement for Sale and
Purchase of the property known as Rowell's Marina. This is a complex closing involving unique
issues. Mr. Michael Morelly is imminently qualified to do this type of work and he gave the county the
lowest quote of $3500.00.
PREVIOUS RELEVANT BOCC ACTION: On April 17, the BOCC authorized the County
Administrator to obtain two appraisals of Tracts 1 and 2, Highland Shores Subdivision and adjoining
Parcels "A" and `B" (formerly Rowell's Marina) to determine the feasibility and value of the property.
On August 21, 2013, the BOCC gave the County Administrator authority to negotiate a purchase price
for the property. On September 17, 2013'the BOCC approved the agreement with the addition of a
further stipulation which required the inclusion of a business plan provided by the County
Administrator. On October 16, 2013, the BOCC voted final approval the Agreement for Sale and
Purchase of the property known as Rowell's Marina.
CONTRACT /AGREEMENT CHANGES: N/A
STAFF RECOMMENDATIONS: APPROVAL
TOTAL COST:$3500.00 + costs_ INDIRECT COSTS: Unknown at this time BUDGETED: Yes
No
DIFFERENTIAL OF LOCAL PREFERENCE: N/A
COST TO COUNTY: $3500.00 + costs SOURCE OF FUNDS:
REVENUE PRODUCING: Yes _ No X AMOUNT PER MONTH Year
91V
APPROVED BY: County Atty _( OMB/Purchasing Risk Management
DOCUMENTATION: Included X Not Required
DISPOSITION: AGENDA ITEM # ADD -0N
Revised 7/09
Jb
MONROE COUNTY BOARD OF COUNTY COMMISSIONERS
CONTRACT SUMMARY
Contract with: Michael D. Morelly
Contract #
Effective Date: 11 -20 -2013
Expiration Date: none
Contract Purpose/Description:
legal representation for the Rowel's Marina
closing and other closings if assigned by the
County Attorne
Contract Manager: Natileene Cassel
3580Legal
(Name)
(Ext.) (Department/Stop #)
for BOCC meeting on
Agenda Deadline:
CONTRACT COSTS
Total Dollar Value of Contract: $ $3500.00 Current Year Portion: $ 3500.00
Budgeted? Yes® No ❑ Account Codes: - - - -
Grant: $ -
County Match: $ - - - -
ADDITIONAL COSTS
Estimated Ongoing Costs: $ /yr For:
(Not included in dollar value above) (e g- maintenance, utilities, j anitorial, salaries, etc.)
CONTRACT REVIEW
Changes Date Out
Date In Needed Reviewer
Division Director Yes[ No[
Risk Management Yes[] No[
O.M.B./Purchasing Yes❑ No❑
County Attorney Yes❑ No�
Comments:
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PROFESSIONAL SERVICES CONTRACT
THIS CONTRACT is made and entered into this day of 0 �k by and
between the MONROE COUNTY BOARD OF COUNTY COMMISSIONERS (hereinafter
COUNTY ")1 1100 Simonton Street, The Gato Building, Key West, FL 33040, and Law Offices of
Michael D. IMorrelly, (hereinafter "ATTORNEY "), 104615 Overseas Highway, Key Largo, Fl
33037.
WITNESSETH:
WHEREAS, the COUNTY desires to enter into a contract with the ATTORNEY to provide legal
counsel anq services; and
WHEREAS the ATTORNEY is willing to represent the COUNTY;
NOW, THEREFORE, in consideration of the mutual promises contained in this contract the
parties agree as follows:
1. SCOPEOF SERVICES. The ATTORNEY shall provide legal services and advice to
COUNTY fqr the closings or potential closings of the Rowell's Marina property as well as other
Real Estate lI matters as assigned specifically to ATTORNEY by the County Attorney. The Scope
of work sha'I include, but not be limited to the following:
A. Feview of contract
B. F reparation and review of closing documentation for the county
C. Review of Seller's closing documentation
D. E xamination of title and preparation of any title objection letter
E. F eview of survey and legal descriptions and coordinate with surveyor
F. R eview of sovereignty submerged lands matters affecting the land
G. Transfer of any existing sovereignty submerged land lease
H. �upervise the title company closing services
I. Cpordinate closing with county staff
J. Oversee escrow and cancelation of ad valorem taxes per F.S. 196.295
K. Follow -up with county on post closing matters to complete county file.
2. A RNEY will be assigned new matters by the COUNTY ATTORNEY from time to
time during the term of the agreement, those matters shall be included under this Agreement
when assig ied by the COUNTY in writing and accepted in writing by ATTORNEY and the Clerk
of Court is notified in writing of the addition of the matter. The new matter shall be given a new
name and t ie matter shall be billed under that name.
3. CONFLICT OF INTEREST ATTORNEY will conduct a thorough investigation and determine if
there exists any ethical impediment to representing COUNTY. ATTORNEY will notified COUNTY
of the potential for a conflict of interest if one arises between ATTORNEY and COUNTY or other
parties to a transaction and will take necessary action to procure appropriate waivers if necessary.
ATTORNEYS also represents and holds a financial interest in True TITLE Agency, Inc.; ATTORNEY
will notify CQUNTY in the event that this ownership interest creates a conflict of interest.
To the exte ` t that any further ethical impediment, real or potential, is discovered or ever arises in
the above sated areas or in any others, ATTORNEY shall immediately inform COUNTY in writing
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of the impediment (regardless of whether ATTORNEY believes he or she has taken all steps
necessary tc avoid the impediment and regardless of whether ATTORNEY believes that the
impediment i 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 reque ted by COUNTY to avoid or mitigate the impediment.
4. PAYMENTS TO ATTORNEY. ATTORNEY shall submit to COUNTY invoices with supporting
documentation acceptable to the Clerk on a schedule as set forth in the contract. Acceptability
to the Clerk �s based on generally accepted accounting principles and such laws, rules and
regulations �s may govern the Clerk's disbursal of funds. ATTORNEY will be paid for her
services ba ed on the number of hours expended on behalf of the COUNTY. 'THE Attorney fees
for this cont act will be Three Thousand Five Hundred Dollars and no /cents ($3500.00.These
fees shall b collected at and as a cost of closing.
Changes to ithis hourly rate shall be made by amendment to this agreement. The only
timekeeper Q n this agreement shall be Michael D. Morelly. ATTORNEY'S request for payments
and reimbugsements may be made in either the ATTORNEY'S name or the name of the
ATTORNE`Y'S law ATTORNEY, as appropriate. ATTORNEY bills complying with this
Agreement ' re due and payable according to the Prompt Payment Act. If the bill materially fails
to comply w th the requirements of this Agreement, then it is not due and payable until its
deficiencies are remedied by ATTORNEY.
5. BILLING OF FEES AND EXPENSES. Bills shall be issued monthly by ATTORNEY for
expenses /reimbursements within fifteen (15) days after the close of each month. ATTORNEY
understand that COUNTY requires prompt bills in part to facilitate effective management of the
representat(on 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
departmentlor constitutional officer, if not indicated in the title of the matter, for which legal
services ar being performed (e.g. Richard Roe v, Monroe County —EXEO Claim); a description
of the work erformed in enough detail so that each item is distinguishable from other listed
items ands fficient to allow COUNTY to determine the necessity for and reasonableness of the
time expen , ed, the services performed, the project or task each service relates to, the subject
and purpos of each service, and the names of others who were present or communicated with
in the course of performing the service. For example, simply the word "research" is not
acceptable, more detail about the type of research and what was determined by the research is
necessary.
COUNTY will pay the actual, reasonable cost of the following expense items if incurred
in accorda ce with the guidelines below and promptly itemized in ATTORNEY'S monthly bill:
Actual costfor 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.
.............
21Pagc
4-AN(I
Travel expenses within the ATTORNEY'S local or metropolitan area will not be
reimbursed end time in transit is not billable. This agreement contemplates the Attorney's local
area to be from Key Largo Florida Marathon MM 116 to Marathon, Florida MM 54, any travel
outside the IQcal area but still in the Florida Keys may be billed as travel time upon approval by
the County Attorney or designee of the County Attorney. Expenses will be reimbursed in
accordance With the applicable provisions of Florida Statute 112.321 and of the Monroe County
Code for "a� proved travelers" and shall be summarized on the Monroe County Travel Form by
ATTORNEYwith all applicable receipts attached thereto.
Meals are reimbursable only if out of the local metropolitan area while working on
COUNTY representation and are payable up to the amount set out in Monroe County Code.
6. Caso 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 inforrrjed decisions about strategy, tactics, settlement, scheduling, costs, and other
related matters. COUNTY will promptly receive from ATTORNEY copies of all documents
material to tie subject matter of this Agreement, such that the COUNTY will have a current, up-
to -date, "minror" 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 inforr'nation 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
understand*' that all files and work product prepared by ATTORNEY or his or her ATTORNEY at
the expense of COUNTY (or for which COUNTY is otherwise billed) is the property of COUNTY.
Without COUNTY'S prior written approval, this work product may not be used by ATTORNEY or
his or her ATTORNEY nor disclosed by ATTORNEY or his or her ATTORNEY to others, except
in the norm @l course of ATTORNEY'S representation of COUNTY in this matter.
9. TERMINATION.
A. TheATTORNEY 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
contiract. 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
shag 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 tp the effective date of termination.
31 Page
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 lows, statutes, ordinances, codes, rules and regulations governing the ATTORNEY's
services hereunder.
B. The ATTORNEY shall, without additional compensation, correct and revise any errors,
omissions, or other deficiencies in the ATTORNEY's work product, services, or materials
arising from the negligent act, error or omission of the ATTORNEY. The Foregoing shall
be construed as an independent duty to correct rather than waiver of the COUNTY's
right$ under any applicable statute of limitations. The review of, approval of, or payment
for apy 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 ofadvice 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 damagesi resulting from any claim arising out of the performance of professional services or
any error onomission of the Contractor arising out of work governed by this contract.
Theminimum 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 pr 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 subcontrfactors or sub - consultants without written notice to and approval of such action by
the COUNTY.
13. ANTI- SOLICITATION The ATTORNEY warrants that it has not employed, retained or
otherwise had act on its behalf any former County officer or employee subject to the prohibition
of Section 2 of Ordinance No. 010 -1990 or any County officer or employee in violation of
Section 3 df Ordinance No. 010 -1990. For breach or violation of this provision the COUNTY
may, in itsdiscretion, terminate this contract without liability and may also, in its discretion,
deduct fronp 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. DEL
JVERY. 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.
..... . .....
._. _ ..
41Pa;e
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16. PU%IC 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 A rovide any goods or services to a public entity, may not submit a bid on a contract
with a publi entity for the construction or repair of a public building or public work, may not
submit bids tn leases of real property to public entity, may not be awarded or perform work as a
contractor, �upplier, subcontractor, or consultant under a contract with any public entity in
excess of t e threshold amount provided in Section 280.017 FS, for CATEGORY TWO for a
period of 36'months from the date of being placed on the convicted vendor list.
17. SEVERABILITY /NO WAIVERS. In the event any provision of this Agreement shall be
held invalid and unenforceable, the remaining provisions shall be valid and binding upon the
parties. One or more waivers by either party of any breach of any provision, term, condition or
covenant shall not be construed by the other party as a waiver of any subsequent breach.
18. FLO RIDA GOVERNMENT -IN- THE - SUNSHINE LAW. ATTORNEY agrees that, unless
specifically exempted or excepted by Florida law, the provisions of Chapter 120, Florida
Statutes, ge ierally 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 .1he application of the Sunshine Law from time to time concerning specific
circumstances that may arise during the term of this Agreement.
19. FLO IDA PUBLIC RECORDS LAW. ATTORNEY agrees that, unless specifically
exempted o rexcepted by Florida law or Rules and Regulations of The Florida Bar, the
provisions afi Chapter 119, Florida Statutes, generally require public access to all records and
documents yvhich may be made or received under this Agreement. ATTORNEY agrees to
consult with the County Attorney's office concerning the application of the Public Records Law
from time to time concerning specific circumstances that may arise during the term of this
Agreement.'
20. NO ASSIGNMENTS ATTORNEY shall not assign or subcontract its obligations under
this agre m�nt, 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 ads the Board may deem necessary.
IN WITNESS WHEREOF, the parties hereto have set their signatures the date first above
written. i
Attest: AmyHeavilin,
Clerk of Court
By:
Deputy Jerk
Law Office of Michael D. Morelly
104615 Ov rseas Highway
Key Largo, !Flgrida,33037
By:
D. Morelly
Board of County Commissioners for Monroe
County
By:
Mayor
MONROE COUNTY ATTORNEY
PROVED AS TO Fes M:
NATILEENE W. CASSEL
ASSISTANT COUNTY ATTORNEY
Date
51PaSr e