Item F3 LAND AUTHORITY GOVERNING BOARD
AGENDA ITEM SUMMARY
Meeting Date: September 17, 2013 Division: Land Authority
Bulk Item: Yes No X Contact/ Phone #: Mark Rosch /295-5180
Agenda Item Wording: Approval of a professional services contract with Adele V. Stones, P.A. for
legal services.
Item Background: Larry Erskine has given notice that he will be terminating his contract for
professional services as attorney for the Land Authority effective October 17, 2013. Staff recommends
Adele Virginia Stones for this position based on her experience representing a government board,
experience with the Land Authority, and experience in real estate law. Ms. Stones served as City
Attorney for the City of Key West from 1991 to 1994; served on the Land Authority Advisory Committee
from 1998 to 2004; has over 30 years of experience practicing law; and is a partner with the firm Stones
and Cardenas where her areas of practice include real estate acquisitions and probate matters.
Advisory Committee Action: N/A
Previous Governing Board Action: N/A
Contract/Agreement Changes: N/A
Staff Recommendation: Approval
Total Cost: up to$35,000/yr+ closing fees Indirect Cost: $ Budgeted: Yes X No
Cost to Land Authority: up to $35,000/yr+ closing fees Source of Funds: Land Authority
Approved By: Attorney X County Land Steward
Documentation: Included: X To Follow: Not Required:
Disposition: Agenda Item
PROFESSIONAL SERVICES CONTRACT
THIS CONTRACT is made and entered into this day of 2013, by and
between the MONROE COUNTY COMPREHENSIVE PLAN LAND AUTHORITY (hereinafter
"AUTHORITY'), 1200 Truman Avenue, Suite 207, Key West, FL 33040, and Adele V. Stones,
P.A. (hereinafter "FIRM"), 221 Simonton Street, Key West, Key, FL 33040.
WITNESSETH:
WHEREAS, the AUTHORITY desires to enter into a contract with the FIRM to provide legal
counsel and services; and
WHEREAS, the FIRM is willing to represent the AUTHORITY;
NOW, THEREFORE, in consideration of the mutual promises contained in this contract the
parties agree as follows:
1. SCOPE OF SERVICES.
A. FIRM shall provide the following services:
i) Legal opinions and general counseling to the AUTHORITY, its Executive
Director, and its Advisory Committee;
ii) Drafting and review of contracts, resolutions, and other documents as
requested by the Executive Director of the AUTHORITY;
iii) Attendance at each scheduled meeting of the AUTHORITY and its Advisory
Committee;
iv) The FIRM will review and approve the real estate closings and the title
insurance policies issued to the AUTHORITY on all properties acquired and
disposed of by the AUTHORITY.
B. BOND ISSUES. If the AUTHORITY elects to issue bonds, the FIRM, at the discretion of
the AUTHORITY, may act as counsel and if so shall be paid in the general manner and
amount customary to the industry.
C. LITIGATION Should the need for litigation arise, the FIRM, at the discretion of the
AUTHORITY, may handle the litigation and if so shall be paid at the hourly rate in
Paragraph 3A.
D. LOBBYING - The duties of the FIRM specifically do not include lobbying before the
Legislature of the State of Florida.
2. TERM. The term of this agreement is October 17, 2013, through October 16, 2016.
3. PAYMENT.
A. For all of the above services, except closings and bond related services, a fee of two
hundred twenty-five dollars ($225.00) per hour shall be paid by the AUTHORITY to the
FIRM. Expenses shall be billed monthly as accumulated. Bond work is covered by
Paragraph 1B above. The AUTHORITY shall pay the FIRM an amount not to exceed
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$35,000 per year for services under this contract, excluding closing fees set forth in
Paragraph 3B below.
B. Closing fees for each transaction shall be three hundred seventy-five dollars ($375.00).
These fees shall be collected at and as a cost of closing.
C. No travel expenses shall be paid for routine travel to and from the sites of the meetings
and normal office supplies consumed in the course of representation will not be
reimbursable.
D. The FIRM shall submit all bills to the AUTHORITY'S Executive Director, or his designee,
for review by the tenth of each month for services performed during the previous month.
The bill shall be in a form satisfactory to the AUTHORITY'S Executive Director.
Payment of approved bills shall be made to the FIRM within the time required by the
Florida Prompt Payment Act.
4. TERMINATION.
A. The FIRM serves at the pleasure of the AUTHORITY. The AUTHORITY may terminate
this contract by providing the FIRM with written notice of termination. Upon receipt of
the notice or upon any later effective termination date described in the notice, the FIRM
shall immediately cease performing any further services under this contract. The
AUTHORITY will remain obligated to pay the FIRM for all service performed but unpaid
up to the date of the FIRM'S receipt of the notice or such later effective date specified by
the AUTHORITY, provided that compensation for services shall not be terminated
sooner than thirty (30) days after the date of written notice unless mutually agreed to, in
writing, between the parties.
B. The FIRM may terminate this contract by giving the AUTHORITY at least ninety (90)
days written notice. The FIRM shall be paid for all services performed but unpaid up to
the effective date of termination.
5. STANDARDS AND CORRECTIONS
A. The FIRM shall perform or furnish professional services in accordance with the generally
accepted standards of the FIRM's profession or occupation and with any laws, statutes,
ordinances, codes, rules and regulations governing the FIRM's services hereunder.
B. The FIRM shall, without additional compensation, correct and revise any errors,
omissions, or other deficiencies in the FIRM's work product, services, or materials
arising from the negligent act, error or omission of the FIRM. The foregoing shall be
construed as an independent duty to correct rather than waiver of the AUTHORITY's
rights under any applicable statute of limitations. The review of, approval of, or payment
for any of the FIRM's work product, services, or materials shall not be construed to
operate as a waiver of any of the AUTHORITY's rights under this Agreement, or cause
of action the AUTHORITY may have arising out of the performance of this Agreement.
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6. CONFLICTS OF INTEREST
A. The FIRM will not represent parties before the AUTHORITY, the Monroe County
Commission, or their staff in any matters related to the Land Authority during the term of
this contract. However, nothing herein shall be construed to prohibit the FIRM from
representing clients before the Monroe County Commission and its staff in matters
unrelated to the Land Authority.
B. The FIRM shall notify the Executive Director of the AUTHORITY of any conflict of
interest, which would preclude the FIRM from representing the AUTHORITY. Further,
the FIRM shall notify the Executive Director of the AUTHORITY should the FIRM
determine that additional counsel needs to be retained to assist the FIRM in its
representation of the AUTHORITY.
C. During any hours the FIRM provides services to the AUTHORITY, the FIRM shall devote
its full time and effort to the services being performed for the AUTHORITY. The FIRM
shall truthfully and accurately maintain all records and make such reports as the
AUTHORITY may require.
D. Pursuant to section 2-429(a)(2), Monroe County Code, the FIRM is hereby exempted
from the compensation prohibition established in section 2-429, Monroe County Code.
7. INSURANCE. Recognizing that the work governed by this contract involves the furnishing
of advice or services of a professional nature, the FIRM shall purchase and maintain,
throughout the life of the contract, Professional Liability Insurance which will respond to
damages resulting from any claim arising out of the performance of professional services or
any error or omission of the Contractor arising out of work governed by this contract.
The minimum limits of liability shall be:
$500,000 per Occurrence/$1,000,000 Aggregate.
8. NON-ASSIGNMENT. This Agreement, or any interest herein, shall not be assigned,
transferred or otherwise encumbered, under any circumstances by the FIRM without the
prior written consent of the AUTHORITY. Further, no portion of this Agreement may be
performed by subcontractors or sub-consultants without written notice to and approval of
such action by the AUTHORITY.
9. ANTI-SOLICITATION. The FIRM warrants that it has not employed, retained or otherwise
had act on its behalf any former County officer or employee subject to the prohibition of
Section 2 of Ordinance No. 010-1990 or any County officer or employee in violation of
Section 3 of Ordinance No. 010-1990. For breach or violation of this provision the
AUTHORITY may, in its discretion, terminate this contract without liability and may also, in
its discretion, deduct from the contract or purchase price, to otherwise recover, the full
amount of any fee, commission, percentage, gift, or consideration paid to the former County
officer or employee.
10. DELIVERY. All written notices required under this contract shall be considered to have
been delivered and received if hand delivered or sent by certified U.S. Mail or a nationally
recognized courier service to the addresses first written above.
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11. VENUE, GOVERNING LAW, AND ATTORNEYS FEES. Venue for any litigation arising out
of or under this agreement shall be in Monroe County, Florida. The governing law shall be
that of the State of Florida. In the event of litigation to enforce payment or any of the terms
of the agreement, the prevailing party shall be entitled to receive reasonable attorneys' fees,
including appellate attorney fees, if necessary.
12. PUBLIC ENTITY CRIME STATEMENT. A person or affiliate who has been placed on the
convicted vendor list following a conviction for public entity crime may not submit a bid on a
contract to provide any goods or services to a public entity, may not submit a bid on a
contract with a public entity for the construction or repair of a public building or public work,
may not submit bids on leases of real property to public entity, may not be awarded or
perform work as a contractor, supplier, subcontractor, or consultant under a contract with
any public entity in excess of the threshold amount provided in Section 280.017 FS, for
CATEGORY TWO for a period of 36 months from the date of being placed on the convicted
vendor list.
13. SEVERABILITY/NO WAIVERS. In the event any provision of this Agreement shall be held
invalid and unenforceable, the remaining provisions shall be valid and binding upon the
parties. One or more waivers by either party of any breach of any provision, term, condition
or covenant shall not be construed by the other party as a waiver of any subsequent breach.
IN WITNESS WHEREOF, the parties hereto have set their signatures the date first above
written.
Attest: MONROE COUNTY LAND AUTHORITY
By: By:
Mark J. Rosch, Executive Director Heather Carruthers, Chairman
ADELE V. STONES, P.A.
By:
Adele V. Stones, Director
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