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Item G5 G.5 G BOARD OF COUNTY COMMISSIONERS County of Monroe Mayor Sylvia Murphy,District 5 The Florida Keys l'U � � Mayor Pro Tern Danny Kolhage,District 1 �pw° Michelle Coldiron,District 2 Heather Carruthers,District 3 David Rice,District 4 County Commission Meeting July 17, 2019 Agenda Item Number: G.5 Agenda Item Summary #5788 BULK ITEM: No DEPARTMENT: Land Authority Governing Board TIME APPROXIMATE: STAFF CONTACT: Charles Pattison (305) 295-5180 9:15 AM Land Authority AGENDA ITEM WORDING: Approval of Third Amended Professional Services Contract with Adele V. Stones, P.A. for legal services. ITEM BACKGROUND: Ms. Stones' existing contract with the Land Authority expires on October 16, 2019. The proposed contract amendment extends the term for approximately one year and six months to March 31, 2021. There are no other changes in the proposed contract amendment. ADVISORY COMMITTEE ACTION: N/A PREVIOUS RELEVANT BOCC ACTION: The Board approved Ms. Stones' original contract on September 17, 2013, the first amendment on January 16, 2014, and the second amendment on September 21, 2016. CONTRACT/AGREEMENT CHANGES: The contract term is extended to March 31, 2021. CONTRACT/AGREEMENT CHANGES: N/A STAFF RECOMMENDATION: Approval DOCUMENTATION: Stones Third Amended Contract Stones Second Amended Contract Stones First Amended Contract Stones Original Contract FINANCIAL IMPACT: Effective Date: Packet Pg. 2176 G.5 Expiration Date: Total Dollar Value of Contract: Total Cost to County: Current Year Portion: Budgeted: Source of Funds: CPI: Indirect Costs: Estimated Ongoing Costs Not Included in above dollar amounts: Revenue Producing: If yes, amount: Grant: County Match: Insurance Required: Additional Details: REVIEWED BY: Charles Pattison Completed 07/01/2019 3:19 PM Kathy Peters Completed 07/01/2019 3:20 PM Board of County Commissioners Pending 07/17/2019 9:00 AM Packet Pg. 2177 G.5.a THIRDAMENDED PROFESSIONAL SERVICES CONTRACT THIS CONTRACT is made and entered into this day of 2019, 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. of Oropeza Stones and Cardenas (hereinafter"FIRM"), 221 Simonton Street, Key West, Key, FL 33040. CO WITNESS ETH: WHEREAS, the AUTHORITY entered into a Professional Services Contract dated September 18, 2013 with the FIRM to provide legal counsel and services and replaced said contract with the First Amended Professional Services Contract dated January 16, 2014 and the Second Amended Professional Services Contract dated September 21, 2016 (hereinafter"Prior Contract"); and 0 WHEREAS, the Prior Contract has an expiration date of October 16,2019; 0 U) 0 WHEREAS, in anticipation of the expiration of the Prior Contract, the AUTHORITY and the FIRM desire to approve this Third Amended Professional Services Contract; co NOW, THEREFORE, in consideration of the mutual promises contained in this contract the Prior Contract is hereby modified and extended and the parties agree as follows: U) U) 2 1. SCOPE OF SERVICES. CL 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, > 0 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. U) 2. TERM. The term of this agreement is October 17, 2019, through March 31 , 2021 . co Packet Pg. 2178 G.5.a 3. PAYMENT. 15 CL A. For all of the above services, except closings and bond related services, a fee of three hundred dollars ($300) 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 co AUTHORITY shall pay the FIRM an amount not to exceed $75,000 per year for services under this contract, excluding closing fees set forth in Paragraph 38 below. 2 B. Closing fees for each transaction shall be title search and settlement fee not to exceed five hundred twenty-five dollars ($525), and attorney's fee of four hundred seventy-five dollars ($475). 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 0 normal office supplies consumed in the course of representation will not be reimbursable. U) 0 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 co 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. U) 2 0 4. TERMINATION. CL 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. 0 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. C) 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 U) co 2 Packet Pg. 2179 G.5.a 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. co 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. 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 0 that additional counsel needs to be retained to assist the FIRM in its representation of the 4) AUTHORITY. co 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 U, may require. U) 0 D. Pursuant to section 2-430(a)(2), Monroe County Code, the FIRM is hereby exempted from CL 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 E 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: > 0 $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 0 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 U) the contract or purchase price, to otherwise recover, the full amount of any fee, commission, 0 percentage, gift, or consideration paid to the former County officer or employee. co 3 Packet Pg. 2180 G.5.a 10.PUBLIC RECORDS. The FIRM must comply with Florida public records laws, including but not 15 limited to Chapter 119, Florida Statutes and Section 24 of article I of the Constitution of Florida. CL The AUTHORITY and the FIRM 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 co received by the AUTHORITY and/or the FIRM in conjunction with this contract and related to contract performance. The AUTHORITY shall have the right to unilaterally cancel this contract upon violation of this provision by the FIRM. Failure of the FIRM to abide by the terms of this provision shall be deemed a material breach of this contract and the AUTHORITY 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 FIRM 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 FIRM is C) required to: U) A. Keep and maintain public records that would be required by the AUTHORITY to perform the service. co B. Upon receipt from the AUTHORITY'S custodian of records, provide the AUTHORITY with a copy of the requested records or allow the records to be inspected or copied within a U) reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. CL 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 for the duration of the contract term and following completion of the contract if the FIRM does not transfer the records to the AUTHORITY. D. Upon completion of the contract, transfer, at no cost, to the AUTHORITY all public records in possession of the FIRM or keep and maintain public records that would be required by the AUTHORITY to perform the service. If the FIRM transfers all public records to the AUTHORITY upon completion of the contract, the FIRM shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the FIRM keeps and maintains public records upon completion of the contract, the FIRM shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the AUTHORITY, upon request from the AUTHORITY'S custodian of records, in a format that is compatible with the information technology systems of the AUTHORITY. E. A request to inspect or copy public records relating to an AUTHORITY contract must be made directly to the AUTHORITY, but if the AUTHORITY does not possess the requested records, the AUTHORITY shall immediately notify the FIRM of the request, and the FIRM must provide the records to AUTHORITY County or allow the records to be inspected or copied within a reasonable time. U) 4) If the FIRM does not comply with the AUTHORITY'S request for records, the AUTHORITY shall enforce the public records contract provisions in accordance with the contract, co notwithstanding the AUTHORITY'S option and right to unilaterally cancel this contract upon violation of this provision by the FIRM. A person who fails to provide the public records to the AUTHORITY or pursuant to a valid public records request within a reasonable time may be subject to penalties under section 119.10, Florida Statutes. 4 Packet Pg. 2181 G.5.a The FIRM 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 FIRM HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE FIRM DUTY TO PROVIDE PUBLIC co RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS, CHARLES PATTISON AT PHONE# 305- 295-5180, PATTISON-CHARLES@MONROECOUNTY-FL.GOV, MONROE COUNTY LAND Z AUTHORITY, 1200 TRUMAN AVENUE, SUITE 207, KEY WEST, FL33040. 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. 0 12. VENUE, GOVERNING LAW,AND ATTORNEYS FEES. Venue for any litigation arising out of or U) under this agreement shall be in Monroe County, Florida. The governing law shall be that of 4) 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 co 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 CL 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. 0 0 [The remainder of this page is intentionally blank.] 0 C) U) co 5 Packet Pg. 2182 G.5.a 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. IN WITNESS WHEREOF, the parties hereto have executed this agreement the day and year above first co written. Attest: MONROE COUNTY COMPREHENSIVE PLAN LAND AUTHORITY By: By: Charles Pattison, Executive Director Heather Carruthers, Chairman 0 U) 0 ADELE V. STONES, P.A. OF OROPEZA STONES AND CARDENAS co By: U) Adele V. Stones, P.A. CL 0 0 0 C) co 6 Packet Pg. 2183 SECOND AMENDED PROFESSIONAL SERVICES CONTRACT CL THIS CONTRACT is made and entered into this S+ day of September, 2016, by and between the MONROE COUNTY COMPREHENSIVE PLAN LAND AUTHORITY (hereinafter co "AUTHORITY"), 1200 Truman Avenue, Suite 207, Key West, FL 33040, and Adele V. Stones, P.A. of Stones and Cardenas (hereinafter "FIRM"), 221 Simonton Street, Key West, Key, FL > 33040. Z WITNESSETH: WHEREAS, the AUTHORITY entered into a Professional Services Contract dated September 18, 2013 with the FIRM to provide legal counsel and services and replaced said contract with the First Amended Professional Services Contract dated January 16, 2014 (hereinafter "Prior 0 Contract"); and U) 0 WHEREAS, the Prior Contract has an expiration date of October 16, 2016; co WHEREAS, in anticipation of the expiration of the Prior Contract, the AUTHORITY and the FIRM desire to approve this Second Amended Professional Services Contract; U) U) NOW, THEREFORE, in consideration of the mutual promises contained in this contract the Prior Contract is hereby modified and extended and the parties agree as follows: CL 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. to 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 0 AUTHORITY, may handle the litigation and if so shall be paid at the hourly rate in 0 co Paragraph 3A. U) D. LOBBYING. - The duties of the FIRM specifically do not include lobbying before the co Legislature of the State of Florida. 2. TERM. The term of this agreement is October 17, 2016, through October 16, 2019. 1 Packet Pg. 2184 3. PAYMENT. A. For all of the above services, except closings and bond related services, a fee of three co hundred dollars ($300) 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 $75,000 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 five hundred twenty-five dollars ($525), and attorney's fee of four hundred seventy-five dollars ($475). Title insurance shall be provided at the rate promulgated by the State of 0 Florida. These fees shall be collected at and as a cost of closing. U) 0 2 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 co reimbursable. D. The FIRM shall submit all bills to the AUTHORITY'S Executive Director, or his designee, U) 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. CL 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. 0 to 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. 0 A. The FIRM shall perform or furnish professional services in accordance with the generally 0 accepted standards of the FIRM's profession or occupation and with any laws, statutes, U) ordinances, codes, rules and regulations governing the FIRM's services hereunder. B. The FIRM shall, without additional compensation, correct and revise any errors, co 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 Packet Pg. 2185 construed as an independent duty to correct rather than waiver of the AUTHORITY's 15 CL 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 co 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. B. The FIRM shall notify the Executive Director of the AUTHORITY of any conflict of 0 interest, which would preclude the FIRM from representing the AUTHORITY. Further, U) the FIRM shall notify the Executive Director of the AUTHORITY should the FIRM 0 determine that additional counsel needs to be retained to assist the FIRM in its representation of the AUTHORITY. co 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. 0 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, 0 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 co 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. 3 Packet Pg. 2186 10. PUBLIC RECORDS. The FIRM must comply with Florida public records laws, including but 15 CL not limited to Chapter 119, Florida Statutes and Section 24 of article I of the Constitution of Florida. The AUTHORITY and the FIRM shall allow and permit reasonable access to, and inspection of, all documents, records, papers, letters or other "public record" materials in its co possession or under its control subject to the provisions of Chapter 119, Florida Statutes, and made or received by the AUTHORITY and/or the FIRM in conjunction with this contract and related to contract performance. The AUTHORITY shall have the right to unilaterally cancel this contract upon violation of this provision by the FIRM. Failure of the FIRM to abide by the terms of this provision shall be deemed a material breach of this contract and the AUTHORITY 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 FIRM is encouraged to consult with its advisors about Florida Public 0 Records Law in order to comply with this provision. Pursuant to F.S. 119.0701 and the U) terms and conditions of this contract, the FIRM is required to: 0 A. Keep and maintain public records that would be required by the AUTHORITY to perform co the service. B. Upon receipt from the AUTHORITY'S custodian of records, provide the AUTHORITY U) 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 CL 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 for the duration of the contract term and following completion of the contract if the FIRM does not transfer the records to the AUTHORITY. 4- D. Upon completion of the contract, transfer, at no cost, to the AUTHORITY all public records in possession of the FIRM or keep and maintain public records that would be required by the AUTHORITY to perform the service. If the FIRM transfers all public records to the AUTHORITY upon completion of the contract, the FIRM shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the FIRM keeps and maintains public records upon completion of the contract, the FIRM shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the AUTHORITY, to upon request from the AUTHORITY'S custodian of records, in a format that is compatible with the information technology systems of the AUTHORITY. E. A request to inspect or copy public records relating to an AUTHORITY contract must be made directly to the AUTHORITY, but if the AUTHORITY does not possess the requested records, the AUTHORITY shall immediately notify the FIRM of the request, 0 and the FIRM must provide the records to AUTHORITY County or allow the records to 0 be inspected or copied within a reasonable time. U) If the FIRM does not comply with the AUTHORITY'S request for records, the co AUTHORITY shall enforce the public records contract provisions in accordance with the contract, notwithstanding the AUTHORITY'S option and right to unilaterally cancel this contract upon violation of this provision by the FIRM. A 4 Packet Pg. 2187 person who fails to provide the public records to the AUTHORITY or pursuant to 15 CL a valid public records request within a reasonable time may be subject to penalties under section 119.10, Florida Statutes. The FIRM shall not transfer custody, release, alter, destroy or otherwise dispose co of any public records unless or otherwise provided in this provision or as otherwise provided by law. IF THE FIRM HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE FIRM DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS, CHARLES PATTISON AT PHONE# 305- 295-5180, PATTISON-CHARLES@MONROECOUNTY-FL.GOV, MONROE 0 COUNTY LAND AUTHORITY, 1201 TRUMAN AVENUE, KEY WEST, FL 33040. U) 0 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 co recognized courier service to the addresses first written above. 12. VENUE, GOVERNING LAW, AND ATTORNEYS FEES. Venue for any litigation arising out U) 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. [The remainder of this page is intentionally blank.] 0 to 0 co U) co 5 Packet Pg. 2188 14. |n the event any provision of this Agreement shall beheld 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 0 or covenant shall not be construed by the other party as a waiver of any subsequent breach. `o � IN VV|TNEGG VVHERE(}F, the parties hereto have set their signatures the date first above < written. � � Attest K8ONR(JE COUNTY LAND AUTHORITY By: `'m~+�~^L�/�~ o »L/~�`~�' By: ~ `— ~� -~ Char|esPattiann. Executive Director David P. F(ioe, Chairmen co A[)ELEV. STONES, P.A. OF STONES AND ur CARDENAS By. 0 f Adele V. Stones, Director CL 6 G.5.c 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. co 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; U) NOW, THEREFORE, in consideration of the mutual promises contained in this contract the 0 Prior Contract is hereby rescinded and the parties agree as follows: co 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. 0 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 E Legislature of the State of Florida. U) 2. TERM. The term of this agreement is January 16, 2014, through October 16, 2016. co 1 Packet Pg. 2190 G.5.c 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 co Paragraph 1 B 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. 0 U) C. No travel expenses shall be paid for routine travel to and from the sites of the meetings 0 and normal office supplies consumed in the course of representation will not be reimbursable. co 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. 12 Payment of approved bills shall be made to the FIRM within the time required by the Florida Prompt Payment Act. 4. TERMINATION. E 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. 0 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. E�, A. The FIRM shall perform or furnish professional services in accordance with the generally U) 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. co B. The FIRM shall, without additional compensation, correct and revise any errors, E 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 Packet Pg. 2191 G.5.c 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. co 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. r_ 0 B. The FIRM shall notify the Executive Director of the AUTHORITY of any conflict of U) interest, which would preclude the FIRM from representing the AUTHORITY. Further, 0 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 co 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 E 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. 0 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. U) 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 co 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 Packet Pg. 2192 G.5.c 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: co 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 0 records disclosure requirements are not disclosed except as authorized by law. U) 0 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 co 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 U) 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 co or covenant shall not be construed by the other party as a waiver of any subsequent breach. 4 Packet Pg. 2193 G.5.c IN WITNESS WHEREOF, the parties hereto have set their signatures the date first above written. Attest: MONROE LAND AUTHORITY co By: By: Mark J. Ros , Executive Director Hea her Carruthers, Chairman �.;p AOTNOlurp ! ADELE V. STONES, P.A. By: y � Adele V. Stones, Director U) 'n+asareew+n.' 615 co U) U) 0 I- CL MONROE CO ORNEY APP€2O O gGl1 i gpE�Ry�yT V4 HILLINGER,JR. COUN U) co 5 Packet Pg. 2194 G.5.d PROFESSIONAL SERVICES CONTRACT L THIS CONTRACT is made and entered into this day of 2013, by and CL 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. co 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. co 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. 0 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 t� Legislature of the State of Florida. S 2. TERM. The term of this agreement is October 17, 2013, through October 16, 2016. .0 3. PAYMENT. U' A. For all of the above services, except closings and bond related services, a fee of two co 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 1 B above. The AUTHORITY shall pay the FIRM an amount not to exceed 1 Packet Pg. 2195 G.5.d $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 co 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. 0 U) 4. TERMINATION. 0 ° A. The FIRM serves at the pleasure of the AUTHORITY. The AUTHORITY may terminate co 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 U) 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 CL 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. 0 5. STANDARDS AND CORRECTIONS 0 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, 0 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 0 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 co of action the AUTHORITY may have arising out of the performance of this Agreement. 2 Packet Pg. 2196 G.5.d 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 co 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. 0 C. During any hours the FIRM provides services to the AUTHORITY, the FIRM shall devote U) its full time and effort to the services being performed for the AUTHORITY. The FIRM 0 shall truthfully and accurately maintain all records and make such reports as the AUTHORITY may require. co 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. U) 2 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. B. 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. 0 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 co 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 Packet Pg. 2197 G.5.d 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. co 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 0 vendor list. U) 0 2 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 co 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. U) U) 2 IN WITNESS WHEREOF, the parties hereto have set their signatures the date first above written. Attest: MONROE ! D HORITY t pP^cretohrrr By: By: Mark J. Ros xecutive Director Heat er Carruthers, Chairman - - ADELE V. STONES, P.A. �// C��8Fli8M8F2sb`g Approve as to form an a' By. _ Adele V. Stones, Director Larry R.Erskine,Esquire C) S . L- U) C0 4 Packet Pg. 2198