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06/16/2021 Agreement Kevin Madok, CPA 6 ..f Clerk Of the Circuit Court& Comptroller c Monroe County, Florida DATE: July 15, 2021 TO: Abra Campo, Executive Administrator County Attorney's Office Maureen Proffitt, Paralegal Growth Management FROM: Pamela G. Hancock, D.C. SUBJECT: June 16t' BOCC Meeting Attached is an electronic copy of the following item for your handling: S3 Professional Services Agreement with law firm of McAlpin & Conroy, P.A., for advice and representation on Jones Act matters. Should_you have any questions,please feel free to contact me at (305) 292-3550. cc: Finance File KEY WEST MARATHON PLANTATION KEY PK/ROTH BUILDING 500 Whitehead Street 3117 Overseas Highway 88820 Overseas Highway 50 High Point Road Key West,Florida 33040 Marathon,Florida 33050 Plantation Key,Florida 33070 Plantation Key,Florida 33070 305-204-4641 305-280-6027 305-852-7145 305-852-7145 PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT ("Agreement") is made and entered into this 16th day of June 2021, by and between MONROE COUNTY, hereinafter referred to as Client, and MCALPIN & CONROY, P.A., hereinafter referred to as Firm. WHEREAS, the Client requires certain professional legal services, and, WHEREAS, the Firm represents that it is capable of providing such Services: NOW THEREFORE, in consideration of the promises contained herein, the parties hereto agree as follows: ARTICLE I - EFFECTIVE DATE AND TERM The effective date of this Agreement shall be June 16, 2021. The Agreement shall continue in full force and effect until terminated either by the Firm or by the Client. Monroe County's obligation to pay is contingent upon annual appropriation by the Monroe County Board of County Commissioners. ARTICLE 2 -SERVICE TO BE PERFORMED The Firm shall provide advice and legal representation with regard to the following matters or category of matters as requested by Monroe County and subject to the prior approval of the Firm: advice and representation regarding Jones Act matters. The Firm has conducted a thorough investigation and determined that neither the Firm nor its attorneys has any ethical impediment, real or potential, to representing the County. If any such impediment arises, the Firm shall immediately take steps required by Florida Bar rules to resolve the conflict or withdraw from representation. If a conflict of interest arises that cannot be avoided or mitigated under the Rules of Professional Conduct of the Florida Bar, the County may, in its discretion, (a) obtain reimbursement from the Firm for all fees and costs paid to the Firm in this matter; and (b) obtain cancellation of all further amounts allegedly owed by the County to the Firm. ARTICLE 3 -COMPENSATION FEES: The following are approved time-keepers and their hourly rates: Name Hourly Rate Richard J. McAlpin, Esq., Senior Partner $285.00 In addition to the above, other partners, associates and paralegals may be assigned by the Firm to work on Monroe County matters at the hourly rates of $230.00 (partners), $210.00 (s9nior associates), $190.00 (associates), and $110.00 (paralegals), respectively, h The initial time-keepers approved by the County are listed above. This list of time-keepers may be amended from time to time (including for the addition or deletion of names, or promotion of a time-keeper from Associate to Partner) upon the prior written approval of the Monroe County Attorney's Office. In the event that time-keepers are added, their billing rates shall be shown above, as may be amended from time to time. COSTS: 1. Travel expenses will be reimbursed in accordance with and at the rate set forth in the applicable provisions for "approved travelers" in the Monroe County Code, and will be summarized on the Monroe County Travel Form with all applicable receipts attached. 2. Other reimbursable expenses will include court filing fees and costs, witness fees (including experts and consultants) and court reporter fees. 3. All other costs will be non-reimbursable, including but not limited to postage (including overnight mail), photocopies, facsimiles, telephone charges, courier charges, and computerized research. RETAINER A retainer will not be required. BILLING All invoices shall be sent to the Client on a monthly basis. All invoices shall be paid in accordance with Florida Local Government Prompt Payment Act unless there are disputed charges. All billing shall be done in 10 hour increments. Each invoice will list the names of the attorneys or paralegals working on each matter and the amount of time expended on the matter by each attorney or paralegal, on a daily basis, with a short description of the work performed for that billing entry. Each invoice will be submitted with supporting documentation in a form acceptable to the Clerk of Courts, based on generally accepted accounting principles, and such laws, rules and regulations as may govern the Clerk's disbursal of funds. The Client will receive early and frequent evaluation of all cases. If the client is not likely to prevail in litigation, in the Firm's reasonable estimation, the Client will be advised in order to minimize litigation costs, and settle the case. ARTICLE 4 -STANDARD OF CARE The Firm shall exercise the same degree of care, skill, and diligence in the performance of the Services as is ordinarily provided by Attorneys under similar circumstances and the Firm shall, at no additional cost to the Client, re-perform services which fail to satisfy the foregoing standard of care. ARTICLE 5 -COMPLIANCE WITH LAWS In performance of the Services, the Firm will comply with applicable regulatory requirements including federal, state, and local laws, rules regulations, orders, codes, criteria and standards. ARTICLE 6 -INSURANCE During the performance of the Services under this Agreement, the Firm shall maintain Professional Liability Insurance, which shall be written by an insurance company authorized tt 2 2 do business in Florida. This insurance shall provide coverage against such liability resulting from this Contract. The minimum limits of coverage shall be $250,000 per claim and $500,000 aggregate. Certificates of insurance showing coverage in the amounts shown above is in force shall be submitted at the time of initial execution of the Agreement by both parties. The Firm shall maintain coverage in force at all times. Thereafter, the Firm shall supply new certificates of insurance, showing coverage in force, whenever the policy lapses or is replaced by another policy- ARTICLE 7® MODIFICATION and TERMINATION OF AGREEMENT Any modification to this Agreement requires the express written consent of both parties. Client shall have the right to terminate this Agreement or suspend performance thereof without cause for the Client's convenience upon written notice to the Firm, and the Firm shall have the right to terminate or suspend performance of Services upon written notice to the Client and upon terms consistent with the Rules Regulating the Florida Bar and the State and Federal Rules of Civil Procedure. ARTICLE 8 -UNCONTROLLABLE FORCES Neither the Client nor the Firm shall be considered to be in default of this Agreement if delays in or failure of performance shall be due to Uncontrollable Forces, the effect of which, by the exercise of reasonable diligence, the non-performing party could not avoid. The term "Uncontrollable Forces" shall mean any event which results in the prevention or delay of performance by a party of its obligations under this Agreement and which is beyond the reasonable control of the non-performing party. It includes, but is not limited to fire, flood, earthquakes, storms, lightning, epidemic, war, riot, civil disturbance, sabotage, and governmental actions (unless such governmental action is the nonpayment of legal fees). Neither party shall, however, be excused from performance if nonperformance is due to forces which are preventable, removable, or remediable and which the non-performing party could have, with the exercise of reasonable diligence, prevented, removed, or remedied with reasonable dispatch. The non-performing party shall, within a reasonable time of being prevented or delayed from performance by an uncontrollable force, give written notice to the other party describing the circumstances and uncontrollable forces preventing continued performance of the obligations of this Agreement. ARTICLE 9—DISPUTE RESOLUTION This Agreement shall be governed by and construed in accordance with the laws of the State of Florida. The prevailing party in any proceeding to resolve a dispute under this Agreement shall be entitled to recover reasonable expenses, including attorney's fees and costs. 3 ARTICLE 10— NOTICE Any notice required to be given under this Agreement shall be in writing and delivered by certified mail, return receipt requested, to the other party as follows: For Monroe County: For the Firm: Monroe County Attorney's Office Richard J. McAlpin, Esq. 1111 12111 St. Suite 408 McAlpin & Conroy, P.A. Key West, FL 33040 Brickell City Tower Tel.: (305)292-3470 80 Southwest 8th Street Fax: (305) 292-3516 Suite 2805 Miami, FL 33130 Tel.: 305-810-5400 ARTICLE 11 — ETHICS CLAUSE The Firm warrants that it has not employed, retained or otherwise had acts on its behalf any former Monroe County Code officer or employee in violation of Section 2 of Ordinance 10-1990 or any current County officer or employee in violation of Section 3 of Monroe County Ordinance 20-1990. For breach or violation of this provision, the County may, at its discretion, terminate this Agreement without liability and may also deduct from the amount owed the full amount of any fee, commission, percentage, gift or consideration paid to the former or present County officer or employee. ARTICLE 12— GOVERNING LAW This Agreement shall be governed and construed by and in accordance with the laws of the State of Florida. ARTICLE 13— RECORDS The Firm shall maintain all books, records, and documents directly pertinent to performance under this Agreement in accordance with generally accepted accounting principles consistently applied. If an auditor employed by the County or the Clerk of Courts determines that monies paid to the Firm were spent for purposes not authorized by this Agreement, the Firm shall repay the monies together with interest calculated pursuant to Section 55.03, F.S., running from the date the monies were paid to the Firm. ARTICLE 14— FLORIDA PUBLIC RECORDS LAW Per F.S. 119.0701, the Firm shall: service.1. Keep and maintain public records required by the public agency to perform the 2. Upon request from the public agency's custodian of public records, provide the public agency 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. 3. 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 contractor does not tr nsfer 'r the records to the public agency. 4 4. Upon completion of the contract, transfer, at no cost, to the public agency all public records in possession of the contractor or keep and maintain public records required by the public agency to perform the service. If the contractor transfers all public records to the public agency upon completion of the contract, the contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the contractor keeps and maintains public records upon completion of the contract, the contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the public agency, upon request from the public agency's custodian of public records, in a format that is compatible with the information technology systems of the public agency. A contractor who fails to provide public records to Monroe County or pursuant to a valid public records request within a reasonable time may be subject to penalties under section 119.10, Florida Statutes. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: BRIAN BRADLEY, C/O MONROE COUNTY ATTORNEY'S OFFICE, 1111 12TH ST., SUITE 408, KEY WEST FL 33040, (306) 292-3470. ARTICLE 15— MISCELLANEOUS A. F.S. 287.135. This contract is terminable at the option of the County if the firm is found to have been placed on the Scrutinized Companies that Boycott Israel List or is engaged in a boycott of Israel. B- 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, proposal, or reply on a contract to provide any goods or services to a public entity, may not submit a bid, proposal, or reply 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, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017, 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 intentionally left blank.) 5 IN WITNESS WHEREOF, the Client and the Firm have executed this Agreement as of the day and year first above written. MCALPIN CO , P.A. MONROE COUNTY BOARD OF COUNTY COMMISSIONER• lmab `n',pi, 1._ Name: Richard J. McAlpin Name: Mayor Michelle Coldiron Title: President Title: Mayor Date: 7///2 ,,:VW 6 6129 2 I i y � . 1_ NMh KCLERK 9Y ' 0,8,4 j.gat CLERK `n 5 c' ti o T _ r a 6 CERTIFICATE OF LIABILITY INSURANCE DATE /DD 6/18/202121 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER NAME: RSC Insurance Brokerage, Inc. a/CNE. Ext: (305)446-2271 q/c,NO: (305)998-3127 3350 S Dixie Hwy E-MAIL MIA-Certificates@risk-strategies.com ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC# Miami FL 33133 INSURERA:Hartford Ins Co SE 38261 INSURED INSURERB:Twin City Fire Insurance Co 29459 McAlpin & Conroy Pa INSURERC: 80 S.W. 8 Street, Ste 2805 INSURERD: INSURER E Miami FL 33130 INSURER F: COVERAGES CERTIFICATE NUMBER:CL213599320 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAYBE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR INSD WVD POLICY NUMBER MWDD/YYYY MWDD/YYYY X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 A CLAIMS-MADE ❑X OCCUR DAMAGE TO RENTED 1,000,000 PREMISES Ea occunence $ X 21SBARP2414 4/10/2021 4/10/2022 MED EXP(Any one person) $ 10,000 PERSONAL &ADV INJURY $ 1,000,000 GEN'LAGGREGATE LIMITAPPLIES PER: GENERAL AGGREGATE $ 2,000,000 X JECT LOC PRODUCTS-COMP/OPAGG $POLICY ❑ PRO 2,000,000 OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 1,000,000 Ea accident ANYAUTO BODILY INJURY(Per person) $ A ALL OWNED SCHEDULED AUTOS AUTOS X 21SBARP2414 4/10/2021 4/10/2022 BODILY INJURY(Per accident) $ NON-OWNED PROPERTY DAMAGE X HIRED AUTOS N AUTOS Per accident) $ X UMBRELLA LAB X OCCUR EACH OCCURRENCE $ 2,000,000 A EXCESS LAB CLAIMS-MADE AGGREGATE $ 2,000,000 DED X RETENTION $ 10,000 21SBARP2414 4/10/2021 4/10/2022 $ WORKERS COMPENSATION X PER OTH- AND EMPLOYERS'LIABILITY Y/N STATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ 500,000 OFFICER/MEMBER EXCLUDED? N/A B (Mandatory in NH) 21WECRT2246 1/1/2021 1/1/2022 E.L.DISEASE-EA EMPLOYEE $ 500,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ 500,000 A Property Section 21SBARP2414 4/10/2021 4/10/2022 SEE NOTEPAD C Professional Liability 20MCFLoo0776 12/08/2020 12/08/2021 SEE NOTEPAD DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,maybe attached if more space is required) The Certificate Holder is Additional Insured with respects to General Liability Anr3 A,itn T.;ah;l;ty- I " 7 . 14 . 2021 w/attachmeint CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Monroe County BOCC THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN 1111 12th Street, Suite 408 ACCORDANCE WITH THE POLICY PROVISIONS. Key West, HI 33040 AUTHORIZED REPRESENTATIVE RSC Ins. Brokerage/M ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25(2014/01) The ACORD name and logo are registered marks of ACORD INS025(201401) COMMENTS/REMARKS Property Company (A) Policy Number: 21SBARP2414 Effective Date: 04/10/2021-2022 Location: 80 SW 8 Street, Suite 2805 , Miami, FL 33130 SPECIAL FORM/ REPLACEMENT COST/ NO CO-INSURANCE Personal Property: $78,700 Deductible: *$1,000 Electronic Data Processing Equipment: $25,000 Deductible: $250 *5o Wind and Hail Deductible Professional Liability Company (C) Policy Number: 20MCFL000776 Effective Date:12/08/2020-2021 Each Occurrence: $5, 000,000 Aggregate: $5,000,000 Retention: $10,000 OFREMARK COPYRIGHT 2000, AMS SERVICES INC.