Item G06 G6
BOARD OF COUNTY COMMISSIONERS
COUNTY of MONROE Mayor Craig Cates,District 1
The Florida Keys Mayor Pro Tern Holly Merrill Raschein,District 5
Michelle Lincoln,District 2
James K.Scholl,District 3
David Rice,District 4
Board of County Commissioners Meeting
July 19, 2023
Agenda Item Number: G6
2023-1174
BULK ITEM: No DEPARTMENT: Land Authority Governing Board
TIME APPROXIMATE: STAFF CONTACT: Christine Hurley
9:25 AM
AGENDA ITEM WORDING: Approval of an amendment to Gregory Oropeza, attorney,
professional services agreement.
ITEM BACKGROUND:
The Land Authority entered into a professional legal services agreement with Gregory Oropeza in
February, 2021.
This contract amendment allows a 3rd party notary for unknown sellers during real estate transactions to
lower the chance of fraud.
This will allow the Land Authority to pay that expense.
PREVIOUS RELEVANT BOCC ACTION:
February 17, 2021 - Approval of professional services contract with Gregory Oropeza for legal services.
CONTRACT/AGREEMENT CHANGES:
Adds an option for 3rd party notary services.
STAFF RECOMMENDATION: Approval
DOCUMENTATION:
Gregory Oropeza -Addendum to Contract.pdf
Greg Oropeza- OSC.PDF
FINANCIAL IMPACT:
N/A
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ADDENDUM TO PROFESSIONAL SERVICES CONTRACT BY AND BETWEEN
MONROE COUNTY COMPREHENSIVE PLAN LAND AUTHORITY
AND OROPEZA, STONES & CARDENAS, PLLC
THIS ADDENDUM to the Professional Services Contract by and between the MONROE
COUNTY COMPREHENSIVE PLAN LAND AUTHORITY and OROPEZA, STONES &
CARDENAS, PLLC (collectively the "Parties") is hereby entered into this day of
2023, as follows:
RECITALS:
A. The Parties entered into that certain Professional Services Contract dated February 17,
2021 (the "Contract"); and
B. The Parties desire to enter into this addendum to memorialize certain negotiations and
changes to the original contract, as more particularly set forth below.
AGREEMENT:
1. Amendment to Contract. The Parties agree to the following changes to the to
paragraph 313 of the Contract:
Closing fees for each transaction shall be title search and settlement fee not to exceed five
hundred twenty-five dollars ($525),aad attorney's fee of four hundred seventy-five dollars
($475), and third party remote/mobile notary fees in an amount not to exceed two hundred
fifty dollars ($250) per signing. 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.
2. Execution by Counterpart. This Addendum may be executed in one or more
counterparts, each of which shall be deemed an original and both of which taken together shall
constitute one and the same instrument. Any parry may execute this Addendum, by facsimile or
electronic signature, and in such event, the other parry shall be entitled to rely on such facsimile
or electronic signature as evidence that such parry has duly executed this Addendum. Either parry
executing this Addendum by facsimile or electronic signature shall immediately forward to the
other parry an original signature page by overnight mail.
[Signature Page Immediately Following]
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Monroe County Comprehensive Plan Land Approved as to legal form and
Authority, a land authority under section sufficiency:
380.0663(1), Florida Statutes:
By: By:
David Rice, Chairman
Oropeza, Stones & Cardenas,PLLC Attest:
By: By:
Gregory S. Oropeza, Esq. Christine Hurley, Executive Director
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PROFESSIONAL SERVICES CONTRACT
THIS CONTRACT is made and entered into this i-lam day of February, 2021, by and between
the MONROE COUNTY COMPREHENSIVE PLAN LAND AUTHORITY (hereinafter
"AUTHORITY"), 1200 Truman Avenue, Suite 207, Key West, FL 33040, and Gregory Oropeza
of Oropeza Stones and Cardenas, PLLC (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 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 at the hourly rate in
Paragraph 3A.
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 April 1, 2021 through March 31, 2024.
3. PAYMENT.
A. For all of the above services, except closings, 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. The AUTHORITY shall pay the FIRM an amount not to exceed $75,000
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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
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 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, with the exception of a pending matter involving a request to deviate from a
permit issued at 565 Barry Avenue on Little Torch Key.
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 2-430(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.
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. PUBLIC RECORDS. The FIRM 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 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
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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
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 required to:
A. Keep and maintain public records that would be required by the AUTHORITY to perform
the service.
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 reasonable time at a cost that does not exceed the cost provided in this chapter
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.
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.
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, 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.
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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 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 AUTHORITY, 1201 TRUMAN AVENUE, KEY WEST, FL 33040.
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.
[The remainder of this page is intentionally blank.]
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14. In 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
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: MC)NF({)E COUNTY LAND AUTHORITY
/
By: By: � `-~- - -----~
Charles Pattioon. Executive Director David P. Rice, Chairman
GREGORY OROPEZA OF OROPEZA STONES
AND CARDENAS, PLLC
Approved as&oform and legality: By:
Gr8gory(]n]pSzo
Adele V. Stones,Esquire
^"n
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