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Item G07 G7 BOARD OF COUNTY COMMISSIONERS COUNTY of MONROE �� i Mayor Holly Merrill Raschein,District 5 The Florida Keys Mayor Pro Tern James K.Scholl,District 3 Craig Cates,District 1 Michelle Lincoln,District 2 ' David Rice,District 4 Board of County Commissioners Meeting March 20, 2024 Agenda Item Number: G7 2023-2170 BULK ITEM: No DEPARTMENT: Land Authority Governing Board TIME APPROXIMATE: STAFF CONTACT: Christine Hurley 9:25 AM AGENDA ITEM WORDING: Approval of an Addendum to Contract with Scull and Scull, P.A. for professional consulting services including acquisition and contractual work on behalf of the Land Authority extending the term to September 30, 2025. ITEM BACKGROUND: The Land Authority entered into a contract with Scull & Scull, P.A. in May 2023. The Land Authority desires to extend the term of the above contract to September 30, 2025. PREVIOUS RELEVANT BOCC ACTION: May 17, 2023 -Approval of a contract with Scull & Scull, P.A. for professional consulting services. INSURANCE REQUIRED: No CONTRACT/AGREEMENT CHANGES: N/A STAFF RECOMMENDATION: Approval DOCUMENTATION: Addendum to Scull& Scull, P.A. Contract for Professional Services Scull& Scull, P.A. Contract for Professional Services FINANCIAL IMPACT: N/A 1756 ADDENDUM TO CONTRACT BETWEEN MONROE COUNTY COMPREHENSIVE PLAN LAND AUTHORITY AND SCULL & SCULL, P.A. FOR PROPERTY ACQUISITION SPECIALIST PROFESSIONAL SUPPORT SERVICES THIS ADDENDUM to the contract for Property Acquisition Specialist Professional Support Services by and between the MONROE COUNTY COMPREHENSIVE PLAN LAND AUTHORITY and SCULL & SCULL, P.A. (collectively the "Parties") is hereby entered into this day of 2024, as follows: RECITALS: A. The Parties entered into that certain contract for Property Acquisition Specialist Professional Support Services dated May 17, 2023 (the "Contract"); and B. The Term of the Contract as set forth in Section 2 of the Contract ends on May 17, 2024, and the Parties desire to extend the Term of the Contract to September 30, 2025. AGREEMENT: 1. Amendment to Contract. The Parties agree that the Term of the Contract as set forth in Section 2 of the Contract shall be amended to reflect a Term ending on September 30, 2025. All other terms and conditions set forth in the Contract not changed herein shall remain the same and in full force and effect. 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 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 1 1757 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 Gregory S. Oropeza, Esq. Scull & Scull,P.A. Attest: By: By: Paunece Scull, Esq. Christine Hurley, Executive Director 2 1758 0) L0 ti MONROE COUNTY COMPREHENSIVE PLAN LAND AUTHORITY CONTRACT FOR PROPERTY ACQUISITION SPECIALIST PROFESSIONAL SUPPORT SERVICES THIS AGREEMENT ("Agreement) is made and entered into this 17th day of May , 2023 by and between MONROE COUNTY COMPREHENSIVE PLAN LAND AUTHORITY ("MCLA"), a land authority under section 380.0663(1), Florida Statutes and Monroe County Ordinance Number 031-1986, whose address is 1200 Truman Avenue, Suite 207, Key West, Florida 33040 and Scull & Scull, P.A. ("Contractor"), whose address is 302 Southard Street, Suite 105, Key West, Florida 33040 (collectively, "the parties"). WHEREAS, MCLA has certain objectives as directed and established by the Governing Board, and which are consistent with, and supportive of the Local laws governing work performed under this Contract; and WHEREAS, it has been determined that this Contractor can fulfill these objectives as a provider of professional services; and WHEREAS, Contractor desires to provide such services. NOW THEREFORE, in consideration of the mutual promises contained herein, the parties agree as follows: Section 1. SCOPE OF SERVICES Contractor shall perform, and carry out certain duties as described, as well as other agreed upon services as needed: 1. Provides technical support to the MCLA Executive Director in the formulation of land management and acquisition policies to be recommended to the Board. 2. Assists in the evaluation and selection of potential properties for purchase by the MCLA or by Monroe County for conservation, density reduction, less than fee, recreation, or other purposes as assigned. 3. Researches and evaluates the characteristics of specific properties, such as property title, development potential, environmental sensitivity, vulnerability to sea level rise, connectivity to public lands, assessed values, and applicable market sales data. Performs property inspections. 4. Obtains and analyzes real estate appraisals and environmental audits. 5. Prepares contracts for purchase and sale of real property interests. 6. Develops acquisition and negotiation strategies, makes purchase offers, and negotiates real estate contracts on behalf of the MCLA and County. 7. Prepares agenda items for MCLA Advisory Committee and Governing Board meetings. 8. Coordinates land acquisition issues with MCLA and County staff, US Fish and 1 0 cfl ti Wildlife Service, Florida Fish and Wildlife Commission, Florida Department of Environmental Protection, and other public and private agencies as appropriate. 9. Attends meetings as required. Section 2. TERM OF AGREEMENT The Agreement will begin on May 18, 2023 and will continue for a period of one (1) year concluding on May 17, 2024, unless terminated in accordance with Section 8, below. The term of this Contract shall be renewable for two additional periods of up to one (1) year with the same terms. Renewal is subject to satisfactory performance by Contractor and the availability of MCLA funds. Renewals may be made by the MCLA Executive Director. This Agreement is subject to annual appropriation by the MCLA. Section 3. COMPENSATION Compensation to the Contractor will be as follows: The MCLA, in consideration of the Contractor substantially and satisfactorily performing and carrying out the objectives and duties herein, of the MCLA, in providing professional support services shall pay the Contractor: 1. $100 per hour, for approximately 25 hours per week, based on invoices submitted by Contractor to the MCLA in an amount not to exceed $130,000 annually to: 1200 Truman Avenue 207, Key West, Florida 33040 Or by email to: I , y � , tl �10 -2k�,m:Y11m�tta y � ., L E 2. $1800 per meeting/per day for approved travel outside of the City of Key West limits, with advanced approval of travel by Executive Director. The total meeting/per day limit set forth in this paragraph shall be inclusive of all hours incurred in a day where travel outside of the City of Key West limits is incurred. The MCLA shall provide a laptop computer and County cell phone for use by Contractor for MCLA business. This laptop will have access to the County servers and files of the MCLA. By entering into this Agreement, the Contractor warrants that It understands that the Compensation for all services under this Agreement is included in this section (Section 3). There will be no payment for any additional expenses, including but not limited to facsimile, mileage, per diems, or any other travel expenses. No Florida Retirement System, health insurance, life insurance, Employee Assistance Program, Annual, or Sick leave shall be paid. 2 cfl ti Section 4. PAYMENT TO CONTRACTOR 1. Payment will be made on a monthly basis, according to the Florida Local Government Prompt Payment Act, Section 218.70, Florida Statutes, following presentation of an invoice in a form satisfactory to the Executive Director of the MCLA. The invoice submitted by the Contractor shall include the Days of the Week worked, number of hours per day, and a brief summary of the activities the Contractor completed, including program names and property addresses. The request for payment must describe in detail the services performed and the payment amount requested. 2. Continuation of this Agreement is contingent upon annual appropriation by the MCLA. 3. The Contractor will submit such Invoice monthly for services provided during the preceding month. 4. If there are reimbursable items (i.e. lump sum travel), that shall be itemized on the invoice with a description of the required travel, purpose and location, as well as hours away from Key West. 5. After the MCLA examines and approves the request for payment, the MCLA shall reimburse the Consultant by direct deposit or wire. Section 5. INDEPENDENT CONTRACTOR At all times and for all purposes, the Contractor, its agents and employees are considered to be independent Contractors in their performance of the work contemplated hereunder. As such, the Contractor, its agents and employees shall not be entitled to any of the benefits, rights or privileges of MCLA employees. Employees of the Contractor shall at all times exercise independent, professional judgment and shall assume professional responsibility for the services to be provided. The Contractor shall provide insurance, any benefits as desired, and shall be responsible for all tax withholding. Section 6. CONTRACT TERMINATION Either party may terminate this Agreement with 30 days written notice to the other party. Section 7. RECORDS Contractor shall maintain all books, records, and documents directly pertinent to performance under this Agreement in accordance with generally accepted accounting principles consistently applied. Each party to this Agreement or their authorized representatives shall have reasonable and timely access to such records of each other party to this Agreement for public records purposes during the term of the agreement and for four years following the termination of this Agreement. If an auditor employed by the MCLA or Clerk determines that monies paid to Contractor pursuant to this Agreement were spent for purposes not 3 N tG ti authorized by this Agreement, the Contractor shall repay the monies together with interest calculated pursuant to Section 55.03 of the Florida Statutes, running from the date the monies were paid to Contractor. Florida Statutes Section 119.0701: Contractor will: (a) Keep and maintain public records that ordinarily and necessarily would be required by the public agency in order to perform the service. (b) Provide the public with access to public records on the same terms and conditions that the public agency would provide the records and 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. (d) Meet all requirements for retaining public records and transfer, at no cost, to the public agency all public records in possession of the contractor upon termination of the 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 public agency in a format that is compatible with the information technology systems of the public agency. Section B.GOVERNING LAW,VENUE, INTERPRETATION, COSTS AND FEES This Agreement shall be governed by and construed in accordance with the laws of the State of Florida applicable to Agreements made and to be performed entirely in the State. In the event that any cause of action or administrative proceeding is instituted for the enforcement or interpretation of this Agreement, the MCLA and Contractor agree that venue shall lie in the appropriate court or before the appropriate administrative body in Monroe County, Florida. Section 9. SEVERABILITY If any term, covenant, condition or provision of this Agreement (or the application thereof to any circumstance or person) shall be declared invalid or unenforceable to any extent by a court of competent jurisdiction, the remaining terms, covenants, conditions and provisions of this Agreement, shall not be affected thereby; and each remaining term, covenant, condition and provision of this Agreement shall 4 M tG ti be valid and shall be enforceable to the fullest extent permitted by law unless the enforcement of the remaining terms, covenants, conditions and provisions of this Agreement would prevent the accomplishment of the original Intent of this Agreement. The MCLA and Contractor agree to reform the Agreement to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. Section 10. ATTORNEY'S ATTORNEY' FEES AND COSTS The MCLA and Contractor agree that in the event any cause of action or administrative proceeding is initiated or defended by any party relative to the enforcement or interpretation of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, and court costs, as an award against the non-prevailing party. Section 11. BINDING EFFECT The terms, covenants, conditions, and provisions of this Agreement shall bind and inure to the benefit of the MCLA and Contractor and their respective legal representatives, successors, and assigns. Section 12. AUTHORITY Each party represents and warrants to the other that the execution, delivery and performance of this Agreement have been duly authorized by all necessary MCLA and corporate action, as required by law. Section 13. COOPERATION In the event any administrative or legal proceeding is instituted against either party relating to the formation, execution, performance, or breach of this Agreement, MCLA and Contractor agree to participate, to the extent required by the other party, in all proceedings, hearings, processes, meetings, and other activities related to the substance of this Agreement or provision of the services under this Agreement. The MCLA and Contractor specifically agree that no party to this Agreement shall be required to enter into any arbitration proceedings related to this Agreement. Section 1 . NONDISCRIMINATION The MCLA and Contractor agree that there will be no discrimination against any person, and it is expressly understood that upon a determination by a court of competent jurisdiction that discrimination has occurred, this Agreement automatically terminates without any further action on the part of any party, effective the date of the court order. The parties agree to comply with all Federal and Florida statutes, and all local ordinances, as applicable, relating to 5 d cfl ti nondiscrimination. These include but are not limited to: 1) Title VII of the Civil Rights Act of 1964 (PL 88-352) which prohibits discrimination in employment on the basis of race, color, national origin; 2) Title IX of the Education Amendment of 1972, as amended (20 USC ss. 1681-1683, and 1685-1686), which prohibits discrimination on the basis of sex; 3) Section 504 of the Rehabilitation Act of 1973, as amended (20 USC s. 794), which prohibits discrimination on the basis of handicaps; 4) The Age Discrimination Act of 1975, as amended (42 USC ss. 6101-6107)which prohibits discrimination on the basis of age; 5) The Drug Abuse Office and Treatment Act of 1972 (PL 29-255), as amended, relating to nondiscrimination on the basis of drug abuse; 6) The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (PL 91-616), as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism; 7)The Public Health Service Act of 1912, ss. 523 and 527 (42 USC ss. 690dd-3 and 290ee-3) as amended, relating to confidentiality of alcohol and drug abuse patient records; 8) Title VIII of the Civil Rights Act of 1968 (42 USC ss. 3601 et seq.), as amended, relating to nondiscrimination in the sale, rental or financing of housing; 9) The Americans with Disabilities Act of 1990 (42 USC s. 1201), as may be amended from time to time, relating to nondiscrimination on the basis of disability; 10) Monroe County Code Chapter 13,Article VI,which prohibits discrimination on the basis of race, color, sex, religion, national origin, ancestry, sexual orientation, gender identity or expression, familial status or age; and 11) any other nondiscrimination provisions in any Federal or state statutes which may apply to the parties to, or the subject matter of, this Agreement. Section 15. CODE OF ETHICS The MCLA and Contractor both understand and agree that officers and employees of the MCLA are required to comply with the standards of conduct for public officers and employees as delineated in Section 112.313, Florida Statutes, regarding, but not limited to, solicitation or acceptance of gifts; doing business with one's agency; unauthorized compensation; misuse of public position, conflicting employment or contractual relationship; and disclosure or use of certain information. Section 16. NO SOLICITATION/PAYMENT The MCLA and Contractor warrant that, in respect to itself, it has neither employed nor retained any company or person, other than a bona fide employee working solely for it, to solicit or secure this Agreement and that it has not paid or agreed to pay any person, company, corporation, individual, or firm, other than a bona fide employee working solely for it, any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this Agreement. For the breach or violation of the provision, the Contractor agrees that the MCLA shall have the right to terminate this Agreement without liability and, at its discretion, to offset from monies owed, or otherwise recover, the full amount of such fee, commission, percentage, gift, or consideration. 6 cfl ti Section 17. NON-WAIVER F IMMUNITY Notwithstanding the provisions of Sec. 768.28, Florida Statutes, the participation of the MCLA and the Contractor In this Agreement and the acquisition of any commercial liability insurance coverage, self-insurance coverage, or local government liability insurance pool coverage shall not be deemed a waiver of immunity to the extent of liability coverage, nor shall any Agreement entered into by the MCLA be required to contain any provision for waiver. Section 1 . PRIVILEGES AND IMMUNITIES All of the privileges and immunities from liability, exemptions from laws, ordinances, and rules and pensions and relief, disability, workers' compensation, and other benefits which apply to the activity of officers, agents, or employees of any public agents or employees of the MCLA, when performing their respective functions under this Agreement within the territorial limits of the County shall apply to the same degree and extent to the performance of such functions and duties of such officers, agents, volunteers, or employees outside the territorial limits of the County. Section 1 . LEGAL OBLIGATIONS AND RESPONSIBILITIES Non-Delegation of Constitutional or Statutory Duties. This Agreement is not intended to, nor shall it be construed as, relieving any participating entity from any obligation or responsibility imposed upon the entity by law except to the extent of actual and timely performance thereof by any participating entity, in which case the performance may be offered in satisfaction of the obligation or responsibility. Further, this Agreement is not intended to, nor shall it be construed as, authorizing the delegation of the constitutional or statutory duties of the MCLA, except to the extent permitted by the Florida constitution, state statute, and case law. Section 20. NON-RELIANCE BY NON-PARTIES No person or entity shall be entitled to rely upon the terms, or any of them, of this Agreement to enforce or attempt to enforce any third-party claim or entitlement to or benefit of any service or program contemplated hereunder, and the MCLA and the Contractor agree that neither the MCLA nor the Contractor or any agent, officer, or employee of either shall have the authority to inform, counsel, or otherwise indicate that any particular individual or group of individuals, entity or entities, have entitlements or benefits under this Agreement separate and apart, inferior to, or superior to the community in general or for the purposes contemplated in this Agreement. 7 cfl cfl ti Section 21. NO PERSONAL LIABILITY No covenant or agreement contained herein shall be deemed to be a covenant or agreement of any member, officer, agent or employee of MCLA in his or her individual capacity, and no member, officer, agent or employee of MCLA shall be liable personally on this Agreement or be subject to any personal liability or accountability by reason of the execution of this Agreement. Section 22. INSURANCE POLICIES As a pre-requisite of the work governed, the Contractor shall obtain, at his/her own expense, insurance as follows within 10 days following execution of this agreement: General Liability of$300,000 Combined Single Limit and Vehicle Liability of$200,000/$300,000 Professional Liability of$100,000 Per Claim/$300,000 Annual Aggregate The Contractor shall provide, to the MCLA, as satisfactory evidence of the required insurance, either: • Certificate of Insurance or • A Certified copy of the actual insurance policy. All insurance policies must specify that they are not subject to cancellation, non- renewal, material change, or reduction in coverage unless a minimum of thirty (30) days prior notification is given to the MCLA by the insurer. The acceptance and/or approval of the Contractor's insurance shall not be construed as relieving the Contractor from any liability or obligation assumed under this contract or imposed by law. The MCLA Commissioners, its employees and officials will be included as "Additional Insured" on general liability and vehicle liability policies. Section 23. INDEMNIFICATION The Contractor does hereby consent and agree to indemnify and hold harmless the MCLA, its Board, and the Employees, and any other agents, individually and collectively, from all fines, suits, claims, demands, actions, costs, obligations, attorneys fees, or liability of any kind arising out of the sole negligent actions of the Contractor or substantial and unnecessary delay caused by the willful nonperformance of the Contractor and shall be solely responsible and answerable for any and all accidents or injuries to persons or property arising out of its performance of this contract. The amount and type of insurance coverage 8 ti cfl ti requirements set forth hereunder shall in no way be construed as limiting the scope of indemnity set forth in this paragraph. Further the Contractor agrees to defend and pay all legal costs attendant to acts attributable to the sole negligent act of the Contractor. At all times and for all purposes hereunder, the Contractor is an independent contractor and not an employee of the MCLA. No statement contained in this agreement shall be construed so as to find the Contractor or any of his/her employees, contractors, servants or agents to be employees of the MCLA for Monroe County. As an independent contractor the Contractor shall provide independent, professional judgment and comply with all federal, state, and local statutes, ordinances, rules and regulations applicable to the services to be provided. Section 2 . ASSIGNMENT. No assignment of this contract is permitted. Section 2 . SERVICES. When the Contractor's services are needed in the MCLA office, the Contractor shall have a work spot in Key West. Section 26. NOTICES. Any notice required or permitted under this agreement shall be in writing and hand delivered or mailed, postage prepaid, to the other party by certified mail, returned receipt requested to the following: FOR MCLA: Monroe County Comprehensive Plan Land Authority Executive Director 1200 Truman Avenue, Suite 207 Key West, FL 33040 FOR CONTRACTOR: Scull & Scull, P.A. Paunece Scull 302 Southard Street, Suite 105 Key West, FL 33040 9 00 (D I- Section 27. Entire Agreement This agreement constitutes the entire agreement between the MCLA and Contractor for the services contemplated herein. Any amendments or revisions to this agreement must be in writing and be executed in the same manner as this agreement. Renewals may be executed by the Executive Director, IN WITNESS WHEREOF, the parties hereto have set their signature the date first above written, Attest: Monroe County Land Authority By: By: Christine Hur kxe. i e Director David' P. Rice, Chairman Scull & Scull, P.A. Approved as to form and legality Paunece Scull ........... Gregory 5—ro1p-,e—z,a-,-rS—qu-11F V44'V' CI.W4011 *0