Item G5LAND AUTHORITY GOVERNING BOARD
AGENDA ITEM SUMMARY
Meeting Date:Division:
September 16, 2009 Land Authority
Bulk Item:Contact / Phone #:
Yes No X Mark Rosch / 295-5180
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Agenda Item Wording:
Approval of a contract for professional services with Larry R. Erskine, P.A.
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Item Background:
Larry Erskine has served as legal counsel and has provided real estate closing
services for the Land Authority since 1987 via a series of contracts with his prior law firms. His current
contract with the Land Authority expires October 19, 2009.
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Advisory Committee Action:
N/A
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Previous Governing Board Action:
The Board has approved 3-year contracts for Mr. Erskine’s legal
services since 1987. The most recent action was a September 20, 2006 extension.
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Contract/Agreement Changes:
The proposed contract extends the contract term for 3 years through
October 19, 2012 and changes the firm name from Larry R. Erskine, Esq. to Larry R. Erskine, P.A.
There are no other changes.
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Staff Recommendation:
Approval.
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Total Cost:Indirect Cost:Budgeted:
$___ Yes X No.
up to $35,000/yr + closing fees
Cost to Land Authority:Source of Funds:
Land Authority
up to $35,000/yr + closing fees
(Tourist Impact Tax and State Park Surcharge)
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 _________, 2009, by and
between the MONROE COUNTY COMPREHENSIVE PLAN LAND AUTHORITY (hereinafter
“AUTHORITY”), 1200 Truman Avenue, Suite 207, Key West, FL 33040, and Larry R. Erskine,
P.A. (hereinafter “FIRM”), P.O. Box 4035, Key West, Key, FL 33041.
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 rules 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 the closings on all properties acquired and sold 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 It is not anticipated that litigation will be necessary. Should the need arise,
the FIRM shall handle the litigation at its customary hourly rate to the extent directed by
the AUTHORITY.
D.LOBBYING - The duties of the FIRM specifically do not include lobbying before the
Legislature of the State of Florida.
E.OFFICE SPACE - The AUTHORITY shall provide suitable office space, utilities,
telephone service, custodial service, postage, office supplies, photocopy equipment,
furniture, and office equipment as necessary for the FIRM’s work pursuant to this
contract.
2.TERM. The term of this agreement is October 20, 2009, through October 19, 2012.
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3.PAYMENT.
A. For all of the above services, except closings, litigation, 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, and litigation by Paragraph 1C above. The AUTHORITY shall
pay the FIRM an amount not to exceed $35,000 per year for services under this
contract, excluding closing fees and related charges set forth in Paragraph 3B, below.
B. Closing fees for each transaction shall be five hundred dollars ($500.00) plus the cost for
an owners' title insurance policy at the promulgated rates shown in Attachment A.
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 hearings
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 thirty (30) 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
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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.
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, the FIRM shall be permitted to represent 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 FIRM from representing 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.
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, with the exception of title searches, 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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