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Item Q5
J �� BOARD OF COUNTY COMMISSIONERS County of Monroe � ��r�i �r � s�� Mayor Heather Carruthers,District 3 The Florida.Keys Mayor Pro Tem Michelle Coldiron,District 2 Craig Cates,District 1 David Rice,District 4 Sylvia J.Murphy,District 5 County Commission Meeting October 21, 2020 Agenda Item Number: Q.5 Agenda Item Summary #7432 DAY OF MEETING REVISED BACKUP: Added approved Certificate of Insurance & BOCC signature page BULK ITEM: Yes DEPARTMENT: County Attorney's Office TIME APPROXIMATE: STAFF CONTACT: Bob Shillinger(305) 292-3470 No AGENDA ITEM WORDING: Approval of First Amendment to legal services agreement with 5 law firms led by Morgan & Morgan, outside counsel for litigation arising out of the opioid epidemic, to adjust the insurance requirements in Paragraph 9. ITEM BACKGROUND: The purpose of this agenda item is revise Paragraph 9 of a legal services agreement with a consortium of law firms representing the County in a class action lawsuit against opioid manufacturers and distributors. Paragraph 9 of the existing agreement, which was signed in 2018, states that the law firms should provide a certificate of insurance showing $5 million in professional liability (malpractice) insurance. The amount required under the Monroe County Risk Management Policies and Procedures Manual is only $1 million per incident, $2 million per occurrence in the aggregate. This amendment revises the legal services agreement to reflect the corrected insurance requirements. PREVIOUS RELEVANT BOCC ACTION: 5/23/2028: BOCC entered into Legal Services Contract with law firms to represent the County in opioid lawsuit. CONTRACT/AGREEMENT CHANGES: Revises paragraph 9 to revise required professional liability insurance amounts. STAFF RECOMMENDATION: Approval. DOCUMENTATION: EXECUTED First Amendment to Legal Services Contract(rev 10/10/20) 5/23/2018 Agreement Approved Certificate of Insurance (10/19/20) FINANCIAL IMPACT: Effective Date: Expiration Date: Total Dollar Value of Contract: Total Cost to County: Current Year Portion: Budgeted: Source of Funds: CPI: Indirect Costs: Estimated Ongoing Costs Not Included in above dollar amounts: Revenue Producing: If yes, amount: Grant: County Match: Insurance Required: Additional Details: n/a REVIEWED BY: Cynthia Hall Completed 10/01/2020 12:01 PM Bob Shillinger Completed 10/01/2020 2:22 PM Purchasing Completed 10/01/2020 3:48 PM Budget and Finance Completed 10/02/2020 8:13 AM Maria Slavik Completed 10/02/2020 10:31 AM Liz Yongue Completed 10/02/2020 12:17 PM Board of County Commissioners Pending 10/21/2020 9:00 AM FIRST AMENDMENT TO LEGAL SERVICES CONTRACT THIS FIRST AMENDMENT ("AMENDMENT") TO LEGAL SERVICES CONTRACT DATED MAY 23, 2018 ("AGREEMENT") is entered into this 19th day of October 2020, by and between the MONROE COUNTY BOARD OF COUNTY COMMISSIONERS, hereinafter referred to as the BOCC, and MORGAN & MORGAN, P.A., on behalf of and in collaboration with ROBBINS GELLER RUDMAN & DOWN L.P., LIEFF CABRASER HEIMANN & BERNSTEIN, L.L.P., KOPELOWITZ OSTROW FERGUSON WEISELBERG GILB, and HALICZER PETTIS & SCHWAMM, P.A. hereinafter collectively referred to as the Attorneys. WHEREAS, on May 23, 2018, the BOCC entered into the Agreement with the Attorneys pursuant to which the Attorneys have been representing the BOCC in class action multi-district litigation; and WHEREAS. Paragraph 9 of the Agreement states that the Attorneys shall provide professional liability insurance in the amount of$5 million; and WHEREAS, pursuant to the terms of the Monroe County Risk Management Policies and Procedure Manual (RMPP), and based on the expected recovery in the case, professional liability insurance in the amount of$1 million per incident and $2 million per occurrence is sufficient, and the parties wish to revise the Agreement to revise the insurance coverage amount; NOW THEREFORE, IN CONSIDERATION of the mutual promises contained herein,the parties agree as follows: 1. Paragraph 9(a)of the Agreement is revised in its entirety to read as follows: a) The Attorneys agree to collectively maintain Professional Liability coverage with the limits of liability provided by such policy no less than One Million Dollars ($1 million) per claim and $2 Million Dollars($2 million) per occurrence in the aggregate, unless otherwise approved in advance by the BOCC. The provision of a certificate of insurance from any one of the firms representing the County in this matter shall be sufficient. 2. In all other respects,the terms and conditions set forth in the Agreement remain in full force and effect. (Remainder of page intentionally left blank.) 11Page IN WITNESS WHEREOF, the parties have executed this Agreement the day and year first above written. MORGAN&MORGAN, P.A. Attest: -James Young By: As to Morgan&Morgan t the lk�tne ROBBINS GELLER RUDMAN &DOWD,LLP Attest: By: As to Robbins Geller For the Attorneys LIEFF CABRASER HEIMANN&BERNSTEIN L.L.P. Attest: By: As to Lieff Cabraser For the Attorneys KOPELOWITZ OSTROW FERGUSON WEISELBERG GILBERT Attest: By: As to Kopelowitz Ostrow For the Attorneys HALICE R PETTIS&SCHWAMM, P.A. Attest: By: As to Haliczer Pettis For the Attorneys Attest: KEVIN MADOK, Clerk of Courts BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA By: By: As Deputy Clerk Mayor,for the BOCC Approved as to form and content: Monroe County Attorney's Office 10-7-2020 2 P g urdow f.ffff IN WITNESS WHEREOF,the parties have executed this Agreement the day and year first above written. ORGAN&MORGAN, P.A. Attest: By: As to Morgan&Morgan For the Attorneys R BBI S GE DOWD, LLP Attest: By: As to Robbins Geller For the Attorneys LIEFF CABRASER HEIMANN& BESTEI L.L.P. Attest: By: As to Lieff Cabraser For the Attorneys KOPELOITZ OSTROW FERGUSONEISELBERG GILERT Attest: By: As to Kopelowitz Ostrow For the Attorneys HLICZER PETTIS&SCHA , P.A. Attest: By: As to Haliczer Pettis For the Attorneys Attest: KEVIN MADOK, Clerk of Courts BOARD OF COUNTY COMMISSIONERS OF ONROE COUNTY, FLORIDA By: By: As Deputy Clerk Mayor,for the BOCC 2 Page f i IN WITNESSF, the parties have executed this Agreement the day and year first above written. i i Attest: y: s to Morgan&Morgan For the Attorneys ROBBINS L ,LLP Attest: B y: As to Robbins Geller For the Attorneys LIEFF CABRASER HEIMANNTIL.L.P. F , As to Lieff Cabraser For the Attorneys KOPELOWITZ OSTROWEI5EL GILBERT Attest: y: As to Kopelowitz Ostrow For the Attorneys HALICZER PETTISP.A. Attest: : As to Haiiczer Pettis For the Attorneys Attest: KEVIN MADOK, Clerk of Courts BOARD OF COUNTY COMMISSIONERS MONROE COUNTY, FLORIDA By: y: As Deputy Clerk Mayor,for the SOCC 2lPae WITNESSIN ,the parties have executedthis Agreement the day and year first written.above Attest: BY. As to Morgan&Morgan Fort Attest: As to Rob r the Attorneys NN&BERNSTEIN As to Ueff Cabfaw For the Attorneys Attest.* By. I %RT As to Kopelowite Ostrow # Forthe Attorneys SCHWAMM, Attest: By: As to r Pettis For the Attorneys FLORIDAAttest. KEVIN MAOOk Clerk of Courts BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY; As Deputy Clerk Mayor,for the BOCC IP a g e Scanned with CamScanner IN WITNESS WHEREOF, the parties have executed this Agreement the day and year first above written. MORGAN&MORGAN,P.A. Attest: By. As to Morgan&Morgan For the Attorneys ROBBINS GELLER RUDMAN&DOD, LLP Attest: By: As to Robbins Geller For the Attorneys LIEFF CABRASE R HEIMANN&BERNSTEIN L.L.P. Attest: By: As to Lieff Cabraser For the Attorneys KOPELOWITZ OSTROW FERGUSON WEISELBERG GILBERT Attest: By: As to Kopelowitz Ostrow For the Attorneys HALICZ P IS& AMM, A Attest, 1�e4,ni )* T 1 A'p� BY: As to Haliczer Pettis For the AtVrneys Attest: KEVIN MADOK, Clerk of Courts BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA By: By: As Deputy Clerk Mayor,for the BOCC 2 P a g e IN WITNESS WHEREOF, the parties have executed this Agreement the day and year first above written. MORGAN & MORGAN, P.A. Attest: By: As to Morgan&Morgan For the Attorneys ROBBINS GELLER RUDMAN & DOWD, LLP Attest: By: As to Robbins Geller For the Attorneys LIEFF CABRASER HEIMANN &BERNSTEIN L.L.P. Attest: By: As to Lieff Cabraser For the Attorneys KOPELOWITZ OSTROW FERGUSON WEISELBERG GILBERT Attest: By: As to Kopelowitz Ostrow For the Attorneys HALICZER PETTIS&SCHWAMM, P.A. Attest: By: As to Haliczer Pettis For the Attorneys Attest: KEVIN IVIADOK, Clerk of Courts BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA By: By: As Deputy Clerk Mayor,for the BOCC Heather Carruthers APPROVAL AS TO FORM: MONROE COUNTY ATTORNEY'S OFFICE 01440 4-10f 2 P a g MORG&MO-02 KBRUFFETT ,4coRv.. CERTIFICATE OF LIABILITY INSURANCE DAT3/4/2 D/YYYY) �•----''"� /4/2020 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 have ADDITIONAL INSURED provisions or 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 CONTACT Larkin Flanagan NAME: Thompson Flanagan&Company PHONE FAX 626 W.Jackson Blvd.5th Floor (Arc,No,Ext): (A/C,No): Chicago,IL 60661 ADDRESS:Flanagan@thompsonflanagan.com INSURERS AFFORDING COVERAGE NAIC# INSURER A:Columbia Casualty Company 31127 INSURED INSURER B:Crum&Forster Specialty 44520 The Morgan Firm,P.A.d/b/a Morgan&Morgan,P.A. INSURER C:Aspen Specialty Insurance Company 10717 20 N.Orange Avenue Suite 1600 INSURER D:Travelers Excess and Surplus Lines Company 29696 Orlando,FL 32801 INSURER E: INSURER F COVERAGES CERTIFICATE NUMBER: 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 CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE 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 NUMBER POLICY EFF POLICY EXP LIMITS LTR INSD WVD MM DD YYY MM DD YYY A COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ CLAIMS-MADE ❑ OCCUR 596662630 3/1/2020 3/1/2021 DAMAGE TO RENTED PREMISES Ea occurrence $ X Professional Liab. qr MED EXP An one person) $ �y.._• ail PERSONAL&ADV INJURY $ 4 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ POLICY PRO- 1:1 LOG T _, _ - ,,,� z. - PRODUCTS-COMP/OP AGO $ Per Claim/Agg 30,000,000 OTHER: 1 0/_1 9 2 2 Q . mm— ----,,m,., a„- COMBINED SINGLE LIMIT $ AUTOMOBILE LIABILITY _ _ °' Ea accident $ ANY AUTO BODILY INJURY Per person) $ OWNEDL SCHEDULED AUTOS ONLY AUTOS BODILY INJURY Per accident $ HIRED NON-OWNED PROPERTY DAMAGE AUTOS ONLY AUTOS ONLY Per accdent $ B UMBRELLA LIAR OCCUR EACH OCCURRENCE $ X EXCESS LAB CLAIMS-MADE LOL-104061 3/1/2020 3/1/2021 AGGREGATE $ DED RETENTION$ Per Claim/Agg $ 20,000,000 WORKERS COMPENSATION IPER OTH- AND EMPLOYERS'LIABILITY Y/N STATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE ❑ E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ C Excess Liability LXOOATF20 3/1/2020 3/1/2021 Per Claim/Agg 25,000,000 D Excess Liability 107054165 3/1/2020 3/1/2021 Per Claim/Agg 25,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Total Limits:$100,000,000/$100,000,000 Retention:$1,000,000 Each Claim/$2,000,000 Aggregate$250,000 Maintenance This insurance is issued persuant to the Florida Surplus Lines law.Persons insured by Surplus Lines carriers do not have the protection of the Florida Insurance Guaranty Act to the extent of any right of recovery for the obligation of an insolvent unlicensed insurer. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Monroe County BOCC AUTHORIZED REPRESENTATIVE 1111 12th street,suite 408 Key West,FL 33040 ACORD 25(2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: MORG&MO-02 KBRUFFETT LOC#: ACoORV' ADDITIONAL REMARKS SCHEDULE Page 1 of 1 AGENCY NAMED INSURED The Morgan Firm,P.A.d/b/a Morgan&Morgan,P.A. Thompson Flanagan &Company 20 N.Orange Avenue POLICY NUMBER Suite 1600 SEE PAGE 1 Orlando,FL 32801 CARRIER NAIC CODE SEE PAGE 1 SEE P 1 EFFECTIVE DATE:SEE PAGE 1 ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 25 FORM TITLE: Certificate of Liability insurance Program Overview The primary layer is a quota-share policy between Columbia Casualty Company(CNA) (33.33%), Peleus Insurance Company(Argo Pro)(16.67%),Gotham Insurance Company(ProSight) (16.67%), Endurance American Specialty Insurance Company(Sompo) (16.67%), Scottsdale Insurance Company (Huntersure) (8.33%),and Everest Indemnity Insurance Company(8.33%). The 1st excess layer is a quota-share policy between Crum &Forster Specialty Insurance Company(50%)and QBE Specialty Insurance Corporation(50%). The 2nd excess layer is a quota-share policy between Aspen Specialty Insurance Company(30%),Starr Surplus Lines Insurance Company(40%), Indian Harbor Insurance Company(AXA XL)(20%), and Interstate Fire&Casualty Company (Allianz)(10%). The 3rd excess layer is a quota-share policy between Travelers Excess and Surplus Lines Company(40%), Evanston Insurance Company(Markel)(20%), Gotham Insurance Company(ProSight)(20%), Everest Indemnity Insurance Company(10%)and Interstate Fire&Casualty Company(Allianz) (10%). Primary QS-C.N.A.-$1 0M/$1 OM part of$30M/$30M Primary QS-Argo-$5M/$5M part of$30M/$30M Primary QS-ProSight-$5M/$5M part of$30M/$30M Primary QS-Sompo-$5M/$5M part of$5M/$5M Primary QS-Huntersure-$2.5M/$2.5M part of$30MI$30M Primary QS-Everest-$2.5M/$2.5M part of$30M/$30M Excess QS-C&F-$1 0M1$1 OM part of$20M/$20M excess of$30M/$30M Excess QS-QBE-$1 0M1$1 OM part of$20M/$20M excess of$30M/$30M Excess QS-Aspen -$7.5M/$7.5M part of$25M/$25M excess of$50M/$50M Excess QS-Starr-$1 0M/$1 OM part of$25M/$25M excess of$50M/$50M Excess QS-AXA XL-$5M/$5M part of$25M/$25M excess of$50M/$50M Excess QS-Allianz-$2.5M/$2.5M part of$25M/$25M excess of$50M/$50M Excess QS-Travelers-$1 0M/$1 OM part of$25M/$25M excess of$75M/$75M Excess QS-Markel-$5M/$5M part of$25M/$25M excess of$75M/$75M Excess QS-ProSight-$5M/$5M part of$25M/$25M excess of$75M/$75M Excess QS-Everest-$2.5M/$2.5M part of$25M/$25M excess of$75M/$75M Excess QS-Allianz-$2.5M/$2.5M part of$25M/$25M excess of$75M/$75M ACORD 101 (2008/01) 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD From: customerservice@certsonline.com From: From: customerservice@certsonline.com Subject: Upload Via Web 10-09-2020Attachment(s):MM_2020_COI Monroe_County.pdf Client Name: Monroe County Florida;Vendor Number: FX00000197;Vendor Name: Morgan & Morgan ;Document Uploaded By: Jaclyn Flatt Risk Management/Certified Paralegal ;Date Uploaded: 10/9/2020 12:35:00 PM ;Comment: Current professional liability 20-21 O1\\ rr ors couRre Kevin Madok, cPA W A� IlkClerk of the Circuit Court& Comptroller— Monroe County, Florida �11 DOE coon DATE: May 31, 2018 TO: Pam Radloff, Director Finance Department FROM: Sally M. Abrams, D.C. SUBJECT: April 19th BOCC Meeting -Approved Agenda Item Attached is an electronic copy of the executed agenda item listed below for your handling, P5 - Board granted approval to negotiate a Contract with a law firm consortium led by Morgan & Morgan, to serve as outside litigation counsel for litigation arising out of the opioid epidemic, in response to a recently-issued Request for Proposal. If successful negotiations cannot be reached, approval is requested to negotiate a contract with the next highest ranked respondent until successful negotiations are reached. And granted approval for the County Attorney to sign all necessary agreements. Please contact me at extension 3550 with any questions. cc: County Attorney 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 305-294-4641 305-289-6027 305-852-7145 305-852-7145 LEGAL SERVICES CONTRACT 23rd THIS AGREEMENT is entered into this day of May ........ 20 18 , by and between the MTNROE COUNTY BOARD OF COUNTY COMMISSIONERS, hereinafter referred to as the BOCC, and MORGAN & MORGAN, P.A., on behalf of and In collaboration with ROBBINS GELLER RUDMAN & DOWN 0., LIEFF CABRASER HEIMANN & BERNSTEIN, L.L.P., KOPELOWITZ OSTROW FERGUSON WEISELBERG GILBERT, and HALICZER PETTIS & SCHWAMM, P.A. hereinafter collectively referred to as the Attorneys. WHEREAS, the BOCC wishes to enter into this agreement with the Attorneys so that the Attorneys will act as private legal counsel to the BOCC to undertake and prosecute claims arising from the manufacturing, marketing and sale of prescription OploJd medications (the "Oplold litigation"); NOW THEREFORE, IN CONSIDERATION of the mutual promises contained herein, the parties agree as follows, 1, Term, This agreement commences on the 23rd day of May --- --l—,; 20 18 , and terminates upon either a receipt of an award after attorneys' fees and costs or upon a determination that said award of claim shall be forthcoming, 2. Sggpg gf Services: The Attorneys will provide the following services: Investigate and evaluate a claim for economic damages, undertake negotiations and/or file suit or Institute legal proceedings as they deem necessary on behalf of the BOCC in connection with the Oplold litigation; and retain services of experts or other attorneys and contractors as they deem necessary for representation of the BOCC`s Interests In connection with the Oplold litigation. The BOCC and the Attorneys agree that no litigation on behalf of the BOCC shall be undertaken by the Attorneys without the prior approval of the BOCC or the County Attorney, The Scope of Services shall Include the representations Included in the Request for Proposal Submission submitted by the Attorneys In response to the Request for Proposal Issued by Monroe County seeking outside legal counsel for the Oplold litigation, the contents of which are Incorporated herein by reference, The Attorneys have been retained specifically because the Attorneys are understood by the BOCC to be able to handle this matter, If the Attorneys practice with others who may also provide services to the BOCC, the Attorneys understand that OM11/0105mij 1 1 P a g e the BOCC expects that the Attorneys will be responsible for managing the representation, assuring compliance of others with the terms of this Agreement and ethical requirements, preparing and substantiating all biti , and, communicating with the BOCC. The Attorneys may not delegate or outsourcc this work without full written disclosure to,and prior written approval from,the BOCC or the County Attorney,. Special Co di Repjeontat op. a The Client Is the Monroe County Board of County Commissioners (BOCC). In the event that the Attorneys cannot ethlcally represent the BOCC, the Attorneys shall Immediately advise the BOCC, in writing, of that fact. bj The Attorneys are licensed to practice lam in all jurisdictions relevant to this matter and meet the statutory criteria for private counsel to a Board of County Commissioners (BOCC) in the State of Florida,. c The Attorneys have been retained by the BOCC to provide the scope of services described In Section 2 above. The Attorneys represent that they are competent and available to handle that matter. In the event that additional matters are assigned by the BOCC to the Attorneys, this Agreement shall apply to those matters as well,, unless a separate Agreement Is required by the BOCC. d) Review of ethical obligations before Initiating representation: the Attorneys have conducted a thorough Investigation and determined that neither the Attorneys nor their firms have any ethical Impediment, real or potential, to representing the BCCC. To the extent that any ethical Impediment, real or potential, is discovered or ever arises, the Attorneys shall immediately Inform the BOCC in writing of the Impediment (regardless of whether the Attorneys believe they have taken all steps necessary to avoid the Impediment and regardless of whether the .Attorneys believe that the Impediment Is Insubstantial or questionable), make full disclosure of the situation to the BOCC, obtain the BOCC's express, written consent to continue the representation of the other client, and take all steps requested by the BOCC to avoid or mitigate the Impediment. The Attorneys understand that If a direct or Indirect conflict of Interest arises which, in the opinion of the BOCC, cannot be avoided or mitigated under the Rules of Professional Conduct of The Florida 'Bar, the BOCC may, In Its discretion, (a) obtain reimbursement from the Attorneys for all fees and expenses paid to the Attorneys in this matter; (b) obtain cancellation of all amounts allegedly owed by the BOCC to the Attorneys; and, jcj obtain reimbursement for consequential expenses incurred by the BOCC, Including the cost of replacement counsel, The BOCC understands that It will be one of multiple plaintiffs represented by the Attorneys In the Clploid litigation, The City consents to such representation and waives any potential conflict that might arise from such representation, The BOCC further understands the effect of joint representation on attorney-client confidentiality. Except as otherwise provided by Florida law with respect to the BOCC, attorney-client communications are privileged and are protected against disclosure to a third party. By entering Into this a111DO s M-11 2 1 P a g c Agreement, except as otherwise provided by the Rules of Professional Conduct of the Florida Bar, the BCC waives any right It may have to require the Attorneys to disclose any confidences the Attorneys have obtained from any other plaintiff In connection with similar litigation. e) Provide regular briefing reports to the County Attorney and to the BCC on key Issues as requested by that Board.. . CoMpensationt The combined fees of, and costs Incurred by, the Attorneys shall be covered by a contingency fee upon receipt of any award or settlement approved; by the BOCC, as follows.the Attorneys shall receive contingency fees according to the foilowing schedule;:. ■ Contingency Fee for the period from engagement up to the commencement of discovery. 10%,with a maximum combined fees and casts of 12.5 Contingency fee for the period from commencement of discovery up to the filing of any motion(s) for summary judgrnent: 15 with a maximum combined fees and costs of 17.5°fir or • Contingency fee for the period from the filing of any motion(s) for summary judgment through trial and appeal; 20 , with a maximum combined fees and costs of 5° of all 3 gross monetary amounts recovered. Attorneys' fees and costs/expense reimbursement shall be based on the gross amount of the monetary and non-monetary recovery (whether described as damages, restitution or otherwise), Attorneys shall advance all costs of litigation. The Attorneys shall advance all costs and expenses deemed reasonable and necessary for the prosecution of B CC's claims In the Capiolds litigation.. Costs and expenses shall be reimbursed by the County only out of a monetary recovery(i.e.,judgment or settlement). If there is no monetary recovery, the County need not reimburse the Attorneys for costs and expenses. Attorneys shall bear all of the financial risk associated with this litigation, The combined fees and costs are limited by, and shall not exceed, the amount of an award or,settlement. 5> Terminatlgn; This Agreement can be terminated by either party with or without cause with thirty (30) days' prior written notice, In the event termination Is undertaken by the BCCC without cause, the Attorneys shall nevertheless be entitled to recover their attorneys' fee and ail reasonable costs/expenses from the monetary recovery on a quantum merufr basis.. B, Accounting Records; Records of the Attorneys pertaining to this Agreement shall be kept on generally recognized accounting principles, acceptable to the Monroe County Clerk, and shall be available to the BCCC or to an authorized representative for audit, The Attorneys understands that the Attorneys must have documentation to support all aspects of each bill, raWO10s1OU 3 1 P a g e including fees and expenses, and must maintain that documentation until at Fast four years after the termination of the representation. This documentation shall be made available by the Attorneys to the BOCC or their designated representative, Including an accountant; and/or, to the Monroe County Clerk or Monroe County Cleric's representative or legal-bIll auditor, upon written request,The Attorneys agree to cooperate with any examination of this documentation and Attorneys' fees and expenses, e.g., by responding promptly and completely to any questions the BOCC or Its designated representative may have, The Attorneys shall notify the BOCC In writing at least 60 days In advance of destroying any such records and, In the event the BOCC requests that they be preserved, shall preserve them at least one additional year or, at the option of the BOCC, deliver them to the BOCC for storage by the BOCC, with the BOCC responsible for paying the actual cost of storage, This documentation shall Include, for example, original time records, expense receipts, and documentation supporting the amounts charged by the Attorneys for expense items generated by the Attorneys. The BOCC reserves the right not to pay any fee or expense Item for which sufficient documentation Is not available to determine whether the Item was necessary and reasonable, Upon the execution of an Agreement or Amendment to this Agreement by the BOCC, the Attorneys may provide the documentation In digital electronic form, in Adobe portable Document Format (Pf.1F), or In Alchemy format In lieu of the manual preservation requirements detailed above. a) Access to Records: The Attorneys shall maintain all books, records, and documents directly pertinent to performance under this Agreement, Including but not limited to the I documents referred to in Section 6 of this Agreement, in accordance with generally accepted accounting principles, consistently applied. Upon ten (10) business days of one party's written notice to the other, representatives of the BOCC or the Attorneys shall have access, at all reasonable tunes, to all the other party's books, records, correspondence, Instructions, receipts, vouchers and memoranda (excluding computer software) pertaining to work under this Agreement for the purpose of conducting a complete Independent fiscal audit. The Attorneys shall retain all records required to be kept under this Agreement for a minimum of five gears, and for at least four years after the termination of this Agreement. The Attorneys shall keep such records as are necessary to document the performance of the Agreement and expenses as Incurred, and give access to these records at the request of the BOCC, Monroe County, the Mate of Florida, or authorized agents and representatives of said government bodies. It is the responsibility of the Attorneys to maintain appropriate records to insure a proper accounting of all collections and remittances. The Attorneys small be responsible for repayment of any and all audit exceptions which are identified by the Auditor General for the State of Florida, the Clerk. of Court for Monroe County, the BOCC, or their agents and representatives, Florida Public Records Law- the Attorneys agree that, unless specifically exempted or excepted by Florida law or Rules and Regulations of The Florida Bar, the provisions of Chapter 119, Florida Statutes, generally require public access to all records and documents which may be wade or received under this Agreement. The Attorneys agree to consult with the County Attorny's office concerning the application of the Public Records Law from time to time concerning specific circumstances that may arise during the term of this Agreement. axa�nr as ssasr_s 4 1 P' a g e T, Modification; Additions to,modification to or deletions from the provisions set forth In this Agreement shall only be effective if In writing and approved by the BCC, & indemnification and meld Harmless: The Attorneys agree to Indemnify and hold the BOCC harmless for any and all claims, liability, losses and causes of action which may arise out. of Its fulfillment of the Agreement to the fullest extent allowable by Florida law and the ethics rules. The Attorneys ,agree to pay all claims and losses, including related court crests and reasonable attorneys" fees, and shall defend all suits filed due to the negligent acts, errors or omissions of the Attorneys` employees and/or agents to the fullest extent allowable by Florida law and the ethics rules, 91 Insurance. professional Liability Insurance shall also be maintained as specified, In the event the completion of the project(to include the work of others)is delayed or suspended as result of the Attorneys'failure to purchase or rmaintaln the required Insurance, the Responder shall Indemnify the BOCC from any and all Increased expenses resulting from such delay, The coverage provided herein shall be provided by are Insurer with an A.M. Best Rating of VI or better, that Is licensed to do business In the State of Florida and that has an agent for service of process within the State of Florida, The coverage shall contain an endorsement l providing sixty ( 0) days' notice to the BOCC prior to any cancellation of Bald coverage. Said coverage shall be written by an Insurer acceptable to the BOCC and shall be in a form acceptable to the BOCC, The Attorneys shall obtain and rnalntaln the following policies: a) The Attorney"s agree to collectively maintain Professional Liability coverage with the limits of liability provided by such policy no less than Five Million Dollars ( S,D 0,B B4O0)for each claim with a maximum deductible of Two Million Dollars( 2,000, 00), unless otherwise approved In advance by the BOCC, b) The Attorneys shall require Its subconsultants to be adequately Insured at least to the limits prescribed above, and to any Increased limits of the Consultant, if so required by the BOCC during the term of this Agreement, The BOCC will not pay for Increased limits of insurance for subconsultants, c)The Attorneys shall provide to the BOCC Certificates of Insurance or a copy of the insurance policies required in this agreement, The BCC reserves the right to require certified copies of such policies upon request, 10. Taxes; The BOCC and Monroe County are exempt from Federal Excise and State of Florida use and sales taxes, rar ONS1137'a 5 1 P a g,e 11. Finan q Char esi The BOCC and Monroe County will not be responsible for any finance charges. 12. deggpdppt Contr =t It is the intent of the parties hereto that the Attorneys shall be legally considered as Independent contractors and that neither they nor their employees or agents shall, tender any circumstance, be considered servants or agents of the BOCC, and the BOCC shall at no time be legally responsible for any negligence on the part of any successful responder, its employees or agents, resulting In either bodily or personal Injury or property damage to any Individual,firm,or corporation, 13. i iosur The Attorneys shall be required to list any or all potential conflicts of interest, as defined by Florida Statute 1.12 and the Monroe County Ethics Ordinance, The Attorneys shall disclose all actual or proposed conflicts of Interest,financial or otherwise, direct or Indirect, Involving any client's Interest which may conflict with the Interests of the BOCC. 14. sslenm-e The Attorneys shall not assign, transfer, convey, sublet or otherwise dispose of this Agreement,or of any or all of their right,title or interest therein, or their power to execute such contract to any person, company or corporation without prior written consent of the BOCC. ' 15. Q2Wo1l11n9e Vltitis Laws The Attorneys shall comply with all International,federal,state i and local laws and ordinances applicable to the work or payment for work thereof. 16. force i oteyre; The Attorneys shall not be liable for delay In performance or failure to perform, in whole or In part, the services due to the occurrence of any contingency beyond their control or the control of any of their subcontractors or suppliers, Including labor dispute, strike, labor shortage, war or act of war whether an actual declaration thereof Is made or not, Insurrection, sabotage, riot or civil commotion, act of public enemy, epidermic, quarantine restriction, accident, fire, explosion, storm,, flood, draught, or other act of God, act of any governmental authority,jurisdictional action,or insufficient supply of fuel,electricity, materials, supplies, or technical failure where the Attorneys have exercised reasonable care in the prevention thereof, and any such delay or failure shall not constitute a breach of this Agreement. 17, Govern]n Law Venrrue. This Agreement shall be governed and construed by and in accordance with the laws of the State of Florida and constitutes the entire agreement between the BOCC and the Attorneys. The venue of any court action flied relative to this Agreement shall lie In Monroe County,Florida, 18, ntisol cl ati n: The Attorneys warrant that no person has been employed or retained to solicit or secure this contract upon an agreement or understanding for a commission, r1110101im„s 6 1 P a g e percentage, brokerage, or contingent fee and that no member of the Monroe County government or the BOCC has any Interest, financially or otherwise In the Attorneys or their subcontractors, 19, Severabillty; If any provision of this Agreement shall be herd by a Court of competent jurisdiction to be Invalid or unenforceable, the remainder of this Agreement,or the application of such provision(s) other than that/those held Invalid or unenforceable, shall not be affected thereby; and each provision of the Agreement shall be valid and enforceable to the fullest extent permitted by lave. 20, Notice: Any notice required or permitted under this Agreement shall be in writing and hand-delivered or mailed, postage prepaid by certified mail, return receipt requested, to the other party as follows. For the OCC: For the Attorneys; Monroe County Attorney James a,Young 1111 12$h Street,Suite 408 Morgan & Morgan, P.A. Key West, FL 33041 76 Laura Street,Suite 1100 Jacksonville, FL 32202 P The BOCCC shall give notice to the Attorneys of any meetings at which the Attorneys' presence Is required or requested, 21. Ethics Clause: The Attorneys warrant that they have not employed, retained or otherwise had act on their behalf, any former Monroe County officer or employee, In violation of 'Section 2 of Ordinance No.. 10-19 0; or, any County officer or employee In violation of Section 3 of Ordinance No. 10-1990. for breach or violation of the provision, the BOCC may, at Its discretion terminate this agreement without liability and may also, at Its discretion, deduct from the agreement or purchase price, or otherwise recover, the full amount of any fee, commission, percentage, gift, or consideration paid to the former or present County officer or employee, 22, Pu,bI1&,,&pjIty,.,CrIMg Stat9D gnL, A person or affiliate who has been placed on the convicted vendor fist following a. conviction for public entity crime may not submit a response on a contract to provide any goods or services to a public entity,may not submit a response/bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit responses/bids on leases of real property to a 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 Florida Statutes Section 287.017,for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list. 23.. General Rqclgire f Con#actors aj Ownership of Attorney flies and work product. the Attorneys understand that all flies and work product prepared by the Attorneys or their firms at the expense of the BOCC (or for which the BOCC Is otherwise billed) is the property of the BOCC, Without the prior written approval of the BOCC, this work product may not be used by the Attorneys or their firms nor disclosed by the Attorneys or their firms to others, except In the normal course of the Attorneys' representation of the BOCC In this matter. The Attorneys agree that the BOCC owns all rights, Including copyrights,to materials prepared by the BOCC or by the Attorneys on behalf of the BOCC, The Attorneys shall notify the BOCC In writing at least BB clays In advance of destroying any such records and, in the event the BOCC requests that they be preserved, shall preserve them at least one additional year (with the BOCC responsible for paying the actual cost of storage). The Attorneys shall provide the BOCC with prompt access to (including the ability to make copies of) all attorney files and work product, regardless of whether the representation or matter is ongoing and whether attorneys' fees and expenses have been paid In full. b) Dispute resolutlow The Attorneys and the DOCC agree that all disputes regarding attorneys' fees or expenses are to be resolved pursuant to the procedures and practices for mediation by the Attorney Consumer Assistance Program of the Florida Bar. c) Entire Agreement: The entire agreement between the BOCC and the Attorneys with respect to the subject matter hereof Is contained in this Agreement. This Agreement supersedes all prior oral and written proposals and communications between the BOCC and the Attorneys related to this Agreement. No provision of this Agreement shall be deemed waived, amended or modified by either party unless such waiver, amendment or modification Is In writing and signed by the party against whore the waiver, amendment or modification Is claimed. This Agreement shall be binding upon and inure to the benefit of the parties hereto, their permitted successors and assigns, d) Caption The captions set forth herein are for convenience of reference only and shall not define, modify,or limit any of the terms hereof. e) Conflicts In Interpretation; The BOCC and the Attorneys agree that, In the event of conflicting Interpretations of the terms or a terns of this Agreement by or between there, the final Interpretation by the BOCC shall apply, f) Adjudication of Disputes and Disagreements: The BOCC and the Attorneys agree that all disputes and disagreements between them shall be attempted to be resolved by a meet-and- confer session between representatives of the BOCC and the Attorneys. If the Issue or Issues are still not resolved to the satisfaction of both within 38 days after the meet-and-confer session, then either shall have the right to seek such relief as may be provided by this Agreement or by Florida law,. g) Cooperation: In the event any administrative or legal proceeding Is Instituted against txl0105m)-s 1 P a g e either the BOCC or the Attorneys relating to the formation, execution, performance, or breach of this Agreement, the BOCC and the Attorneys each agree to participate, to the extent required by the other, In all proceedings, hearings, processes, meetings, and other activities related to tile substance of this Agreement. The BCC and the Attorneys each agree that neither shall be required to eater into any arbitration proceedings related to this Agreement or any Attachment or Addendum to this Agreement. h Legal Obligations and responsibilities; pion-delegation of Constitutional or Statutory Duties: This Agreement Is not intended to relieve, nor shall It be construed as relieving,either the BOCC or the Attorneys from any obligation or responsibility Imposed upon each by law except to the extent of actual and timely performance thereof by the other, In which case the performance may be offered In satisfaction of the obligation or responsibility, Further, this Agreement Is not Intended to authorize, nor shall It be construed as authorizing,the delegation of the constitutional or statutory duties of the BOCC, except to the extent permitted by the Florida Constitution, state statutes, case law, and, specifically, the provisions of Chapter 125, Florida Statutes. i) Attorney's Fees and Costs: In the event any administrative proceeding or cause of action Is Initiated or defended by the BOCC or the Attorneys relative to the enforcement or interpretation of this Agreement, the prevailing party shall be entitled to an award of reasonable attorney's fees, court casts, investigative, and out-of-pocket expenses as an award against the non-prevailing party, and shall Include reasonable attorney's fees, court costs, Investigative, and out-of-pocket expenses In appellate proceedings, Mediation proceedings initiated and conducted pursuant to this Agreement or as may be required by a court of competent jurisdiction shall be conducted In accordance with the Florida Rules of Civil Procedure and usual and customary procedures required by the circuit court of the Monroe County Board of County Commissioners, j) Authority: The Attorneys warrant that they and the authorized time keepers are authorized by lave and the Rules and Regulations of The Florida Bar to engage In the performance of the activities encompassed by this Agreement. If the Attorneys are members of a law firm, either as partners, shareholders, associates, or other relationship, the Attorneys warrant that they are authorized to enter into this Agreement by the Attorneys' lave firm and to bind their respective firms to the terms and conditions contained herein, k)ikon-DIscrirnination; The Attorneys shall not discriminate, In their employment practices and In providing services hereunder, on the basis of race, color, sex, religion, disability, national origin, ancestry, sexual orientation, gender Identlty or expression, familial status, or age, and shall abide by all federal and state laws regarding, non-discrimination. Upon a determination by a court of competent jurisdiction that such discrimination has occurred, this Agreement automatically terminates without any further action by the BOCC, effective the date of the court order, The Attorneys are aware of the provisions of Section 13-1 1 through 16-106, Monroe County Code, relating to non-discrimination, and agree to abide by the Code's non- discrimination requirements, vaecax osa#foss9 ( P a g e lj Claims for State or Federal Aid. The BOCC and the Attorneys agree that each shall be, and Is,empowered to apply for, seep, and obtain federal and state funds to further the purpose of this Agreement, provided that all applications, requests, grant proposals, and funding solicitations by the Attorneys shall be approved by the BOCC prier to submission. m) Von-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 BCC and the Attorneys agree that neither the BOCC nor the Attorneys or any officer, agent, or employee of each shall have the authority to Inform, counsel, or otherwise Indicate that any particular Individual or group of Individuals, entity or entitles, have entitlements or benefits under this Agreement separate and apart, inferior to, or superior to the community In general or for the purposes contemplated under this Agreement. n) Attestations. The Attorneys agrees to execute such documents as the BOCC may reasonably require, Including a Drug-Free Workplace Statement, and a Public Entity Crime Statement. of Signatures of Parties Required: This Agreement shall not be effective until executed by both the BCC and the Attorneys and received In final executed form by an authorized representative of the BOCC.. pj No Personal liability: No covenant or obligation contained in this Agreement shall be deemed to be a covenant or obligation of any member,officer,agent or employee of the Board of Commissioners of Monroe County, Florida (BOCC) in his or her individual capacity and no member, officer, agent or employee of the BOCC shall be liable personally under this Agreement or be subject to any personal liability or accountability by reason of the execution of this Agreement. q) Execution In Counterparts, This Agreement may be executed In any number of counterparts, each of which shall be regarded as an original, all of which taken together shall constitute one and the same Instrument and the BOCC and the Attorneys may execute, this Agreement by signing any such counterpart. Pursuant to Monroe County Ordinance No. 0 S- 81 ,this Agreement may be executed using electronic signatures, (Remainder of page Intentionally left blank.) r os�si� r_s 10 1 P a IN WITNESS WHEREOF,the partie€have executed this Agreement th,e day and year first above written, MOR N&MORGA , aA, AtteW� 0 By: 0 As to Morgan MorgAn r the Attor ys ROSS IV 0 LLP Attest; By: As to Robbins Geller For the ttd' eyN LIEFF CABRASER HEIMANN&BERNSTEIN L.L.P, Attest;' eq s A5 to UVCAbrafar For the Attorneys I KOPELO tZ OW FERGUSON 4! EISELBEA(3 G LBE Attew too+gyp A;to Ko p,el owl tz Ostrow For the At eVs eys HALICZ ETTIS&SCHWAMM,PA, Attest: x By: As to Haliner Pe"Is For the A5 rneys ON 01:� BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY,FLORIDA sy� 0 ERT B, COUNTY ATTORNEY Q.5 BOARD OF COUNTY COMMSSIONERS County of Monroe f Mayor Heather Carruthers,District 3 h} ] Mayor Pro Tem Michelle Coldiron,District 2 The Florida Keys Craig Cates,District 1 =E �j David Rice,District 4 `w'P•=w Sylvia J.Murphy,District 5 County Commission Meeting October 213, 2020 Agenda Item Number: Q.5 Agenda Item Summary #7432 BULK ITEM: Yes DEPARTMENT: County Attorney's Office TIME APPROXIMATE: STAFF CONTACT: Bob Shillinger(305) 292-3470 No AGENDA ITEM WORDING: Approval of First Amendment to legal services agreement with 5 law firms led by Morgan & Morgan, outside counsel for litigation arising out of the opioid epidemic, to adjust the insurance requirements in Paragraph 9. ITEM BACKGROUND: The purpose of this agenda item is revise Paragraph 9 of a legal services agreement with a consortium of law firms representing the County in a class action lawsuit against opioid manufacturers and distributors. Paragraph 9 of the existing agreement, which was signed in 2018, states that the law firms should provide a certificate of insurance showing $5 million in professional liability (malpractice) insurance. The amount required under the Monroe County Risk Management Policies and Procedures Manual is only $1 million per incident, $2 million per occurrence in the aggregate. This amendment revises the legal services agreement to reflect the corrected insurance requirements. PREVIOUS RELEVANT BOCC ACTION: 5/23/2028: BOCC entered into Legal Services Contract with law firms to represent the County in opioid lawsuit. CONTRACT/AGREEMENT CHANGES: Revises paragraph 9 to revise required professional liability insurance amounts. STAFF RECOMMENDATION: Approval. DOCUMENTATION: EXECUTED First Amendment to Legal Services Contract(10/7/20) 5/23/2018 Agreement FINANCIAL IMPACT: Effective Date: Packet Pg.4125 Q.5 Expiration Date: Total Dollar Value of Contract: Total Cost to County: Current Year Portion: Budgeted: Source of Funds: CPI: Indirect Costs: Estimated Ongoing Costs Not Included in above dollar amounts: Revenue Producing: If yes, amount: Grant: County Match: Insurance Required: Additional Details: n/a REVIEWED BY: Cynthia Hall Completed 10/01/2020 12:01 PM Bob Shillinger Completed 10/01/2020 2:22 PM Purchasing Completed 10/01/2020 3:48 PM Budget and Finance Completed 10/02/2020 8:13 AM Maria Slavik Completed 10/02/2020 10:31 AM Liz Yongue Completed 10/02/2020 12:17 PM Board of County Commissioners Pending 10/21/2020 9:00 AM Packet Pg.4126 Q.5.a FIRST AMENDMENT TO LEGAL SERVICES CONTRACT THIS FIRST AMENDMENT ("AMENDMENT") TO LEGAL SERVICES CONTRACT DATED MAY 23, 201 ("AGREEMENT") is entered into this 19th day of October 2020, y and between the MONROE COUNTY BOARD OF COUNTY COMMISSIONERS, hereinafter referred to as the BOCC, ° and MORGAN & MORGAN, P.A., on behalf of and in collaboration with RBIS GELLER RUDMAN & DOWN L.P., LIEFF CABRASER HEIMANN & BERNSTEIN, L.L.P., KOPELOWITZ OSTRO FERGUSONEISELER IL , and HALICZER PETTIS & SCHWAMM, P.A. hereinafter collectively referred to as the Attorneys. WHEREAS, on May 23, 2018, the BOCC entered into the Agreement with the Attorneys pursuant to which the Attorneys have been representing the BOCC in class action multi-district litigation® and WHEREAS. Paragraph 9 of the Agreement states that the Attorneys shall provide professional liability insurance in the amount of 5 million® and WHEREAS, pursuant to the terms of the Monroe County Risk Management Policies and Procedure Manual ( PP), and based on the expected recovery in the case, professional liability insurance in the amount of 1 million per incident and 2 million per occurrence is sufficient, and the parties wish to revise the Agreement to revise the insurance coverage amount® 0 NOW THEREFORE, IN CONSIDERATION of the mutual promises contained herein,the parties agree as follows: U 1. Paragraph 9(a)of the Agreement is revised in its entirety to read as follows: J a) The Attorneys agree to collectively maintain Professional Liability coverage with 0 the limits of liability provided by such policy no less than One Million Dollars ( 1 million) per claim and 2 Million Dollars( 2 million) per occurrence in the aggregate, unless otherwise approved in advance by the BOCC. The provision of a certificate of insurance from any one of the firms representing the County in this matter shall be sufficient. 2. In all other respects,the terms and conditions set forth in the Agreement remain in full Uj force and effect. Uj Uj (Remainder intentionally left blank.) 1 Page Packet Pg.4127 Q.5.a a) IN WITNESSHEREOF, the parties have executed this Agreement the day and year first above written. U P.A. Attest: James Young y. As to Morgan&Morgan F the tt trey T 0 ROBBINS GELLER , LLP a) Attest: y: As to Robbins Geller For the Attorneys LIEFF CABRASER HEIMANNI L.L.P. 0 Attest: y: As to Lieff Cabraser For the Attorneys KOPELOWITZ OSTROW FERGUSON WEISELBERG Z GILBERT Attest: By: 0 As to Kopelowitz Ostrow For the Attorneys 0 U HALICZER PETTISP.A. U) Attest: Bya As to Haliczer Pettis For the Attorneys 0 Attest: KEVIN MADOK, Clerk of Courts BOARD OF COUNTY COMMISSIONERS MONROE COUNTY, FLORIDA By. By- As Deputy Clerk Mayor, for the BOCC X Approved as to form and content: Monroe County Attorney's Office 10-7-2020 2 a g e Packet Pg.4128 i Q.5.a CU IN WITNESS WHEREOF, the parties have executed this Agreement the day and year first above written. U Attest: By: - 0 As to Morgan&Morgan For the Attorneys ROBBINS GELLER , LL Attest: By: As to Robbins Geller For the Attorneys LIEFF CABRASER HEIMANNSTET L.L.P. 0 Attest. By: a' As to Lieff Cabraser For the Attorneys KOPELOWITZ OSTROW FERGUSON WEISELBERG GILBERT U Attest: By: As to Kopelowitz Ostrow For the Attorneys 0 U HALICZ P IS S , P A. 4I Attest; ® 14 By: As to Haliczer Pettis For the Alt J 0 Attest: KEVIN MADOK, Clerk of Courts BOARD OF COUNTY COMMISSIONERSF COUNTY,MONROE FLORIDA Bye By: - s Deputy Clerk Mayor,for the BOCC X 2lPage U Packet Pg.4129 Q.5.a IN WITNESSF, the parties have executed this Agreement the day and year first CU above written. U P.A. Attest: y: s to Morgan&Morgan For the Attorneys 0 ROBBINS , LLP a) Attest: : to Robbins Geller For the Attorneys LIEFF CABRASER HEIMANNI L.L.P. t t o Attest f_t a` � v� - . As to Lieff Cabraser For the Attorneys N KOPELOWITZ OSTROW FERGUSON WEISELBERG GILBERT U Attest: y: As to opeloitz Ostrow For the Attorneys o LI 1 g a) Attest: : As to Haliczer Pettis For the Attorneys J 0 Attest: KEVIN MADOK, Clerk of Courts BOARD OF COUNTY COMMISSIONERS MONROE COUNTY, FLORIDA By: s Deputy Clerk Mayor, for the BOCC X 2 IP a e U -_ Packet Pg.4130 Q.5.a a) IN WITNESS WHEREOF, the parties have executed this Agreement the day and year first 2 CU above written. U P.A. Attest: y: As to Morgan&Morgan For the Attorneys T 0 ROBB IN GE LE UDMAN &DOWD, L ww Attest: y: _ _ a) As to Robbins Geller For the Attorneys LIEFF CABRASER HEIMANNI L.L.P. 0 Attest: y: As to Lieff Cabraser For the Attorneys KOPELOWITZ OSTROW FERGUSONIL GILBERT U Attest: y: 0 As to Kopelowitz Ostrow For the Attorneys 0 U HALICZER PETTISP.A. U) Attest: y: As to Haliczer Pettis For the Attorneys 2 Attest: KEVIN MADOK, Clerk of Courts BOARD OF COUNTYII MONROE COUNTY, FLORIDA y: y: s Deputy Clerk Mayor,for the BOCC X 2lPage Packet Pg.4131 Q.5.a partiesIN WITNESS WHEREOF,the have executedi the day and year first above written. Crj Cn U Attest., ur As to Morgan Morgan r the Attorneys Attest: By: E As to Robbins Geller For the Attorneys Attest., By. As to Ueff Cabraser For the Attorneys i Attest. .�. As to Kopelo Ostrow For the s A 0 Attest: : U As to Halkzer Pettis For the Attorneys — U) Attest: KEVIN MAOOK,Clerk of Courts BOARD OF COUNTY COMMISSIONERS OF 0 Crj MONROE COUNTY,FLORIDA As Deputy Clerk ®for the BOCC X U Scanned I Packet Pg.4132 4o� couRre�`� '. �G..7.►J. oar Kevin Madok, cPA Clerk of the Circuit Court& Comptroller— Monroe County, Florida �qOE couN� 0 U DATE: May 31, 2018 Cn U TO: Pam Radloff, Director Finance Department CL g 0 FROM: Sally M. Abrams, D.C. SUBJECT: April 19th BOCC Meeting -Approved Agenda Item Attached is an electronic copy of the executed agenda item listed below for your handling, U P5 - Board granted approval to negotiate a Contract with a law firm consortium led by Morgan & Morgan, to serve as outside litigation counsel for litigation arising out of the opioid epidemic, in response to a recently-issued Request for Proposal. If successful negotiations cannot be reached, approval is requested to 0 negotiate a contract with the next highest ranked respondent until successful negotiations are reached. And granted approval for the County Attorney to sign all necessary agreements. Please contact me at extension 3550 with any questions. 00 cc: County Attorney N Finance co N File Ln U 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 305-294-4641 305-289-6027 305-852-7145 305- Packet Pg.4133 I. LEGAL SERVICES CONTRACT ' rr THIS AGREEMENT is entered into this day oCn f May 20 18 , by and between the ivtCIRC1E COUNTY BOARD OF o COUNTY COMMISSIONERS, hereinafter referred to as the BOCC, and MOR AN & MOR AN, Cn Cn P.A., on behalf of and In collaboration with ROBBIl4NS GELLER RLNDMAN & DOWN0,, LIEEF CA6RASER HEIMAN N & BERNSTEI N, L.L.R., KOPELOWITZ OSTROW FERGUSON WEISELBERG .2 ILBERT, and HALIC ER PET 1"IS & S F#4 AMPs , P,A, hereinafter collectIvely referred to as the CL Attorneys. WHEREAS, the BOCC wishes to enter into this agreement with the Attorneys so that the Attorneys will act as private legal counsel to the BOCC to undertake and prosecute claims arising from the manufacturing, marketing.and sale of prescription Opioid medications (the "Oplold litigation"), U NOW THEREFORE, IN CONSIDERATION of the mutual promises contained herein, the parties agree as follows: 1. Term: This agreement commences on the 23rd day of fty C N R 0 and terminates upon either a receipt of an award after attorneys' fees and costs or upon a determination that said award of claim shall be forthcoming. 2. Spe of Services, The Attorneys will provide the following services, Investigate and evaluate a clam, for econornic damages, undertake negotiations and/or E file suit or institute legal proceedings as they deem necessary on behalf of the BOCC In connection with the Oplold litigation;. and retain services of experts or other attorneys and contractors as they deem necessary for representation of the BCCFs Interests In connection with the C3piold litigation. The BCC and the Attorneys agree that no litigation on behalf of the BCC shall be 00 undertaken by the Attorneys without the prior approval of the BOCC or the County Attorney, The Scope of Services small include the representations Included In the Request for Ln Proposal Submission submitted by the Attorneys in response to the Request for Proposal Issued by Monroe County seeking outside legal counsel for the COplold litigation, the contents of which are incorporated herein by reference. The Attorneys have been retained specifically because U the Attorneys are understood by the BCC to be able to handle this matter, If the Attorneys practice with others who may also provide services to the BOCC, the Attorneys understand that j1,Qi0sa1)P t 1 l P a g e Packet Pg.4134 the BOCC expects that the Attorneys will be responsible for managing the representation, assuring compliance of others with the terms of this Agreement and ethical requirements, preparing and substantiating all bills, and, communicating with the BOCC, The Attorneys may not delegate or outsource this work without full written disclosure to,and prior written approval from,the BC CC or U cn the County Attorney, U 5 ecl_ ConOjtj!2na RggaLd_10ig Re a entatlo .S_ CL a) The Client Is the Monroe County ward of County Commissioners {BOCC). In the o event that the Attorneys cannot ethically represent the BOCC, the Attorneys shall immediately advise the BOCC, in writing,, of that fact. bj The Attorneys are licensed to practice law In all Jurisdictions relevant to this matter and meet the statutory criteria for private counsel to a Board of County Commissioners (BOCC) CU in the State of Florida. U c) The ,Attorneys have been retained by the BOCC to provide the scope of services _ described In Section 2 above. The Attorneys represent that they are competent and available to handle that matter. In the event that additlonal matters are assigned by the BOCC to the Attorneys, this Agreement shall apply to those matters as well, unless a separate Agreement Is required by the BOCC, d) Review of ethical obligations before initiating representation: the Attorneys have conducted a thorough Investigation and determined that neither the Attorneys nor their firms have any ethical Impediment, real or potential„ to representing the BOCC. To the extent that any ethical Impediment, real or potential, Is discovered or ever arises, the Attorneys shall Immediately Inform the BOCC In writing of the impediment (regardless of whether the ,Attorneys believe they have taken all steps necessary to avoid the Impediment and regardless of whether the Attorneys believe that the Impediment Is insubstantial or questionable), make full disclosure of the situation to the BOCC, obtain the BCC's express, written consent to continue the representation of the other client, and take all steps requested by the BOCC to i avoid or mitigate the Impediment. The Attorneys understand that If a direct or Indirect conflict of Interest arises which, In the opinion of the BOCC, cannot be avoided or mitigated ated under the 00 Rules of professional Conduct of The Florida Bar, the BOCC may, In Its discretion, (a) obtain reimbursement from the Attorneys for all fees and expenses paid to the Attorneys in this CO matter; (b) obtain cancellation of all amounts allegedly owed by the BOCC to the Attorneys; and, (c) obtain reimbursement for consequential expenses Incurred by the BOCC, Including the cost of replacement counsel, The BOCC understands that It will be one of multiple plaintiffs represented by the Attorneys In the Oplold litigation, The City consents to such representation and waives any potential conflict that might arise from such representation, The BOCC further understands the effect of joint representation on attorney-client confidentiality. Except as otherwise provided by Florida law with respect to the BOCC, attorney-client communications are privileged and are protected against disclosure to a third party, By entering into this a1010SIM-1 2 I P a 9 e Packet Pg.4135 Agreement, except as otherwise provided by the Rules of Professional Conduct of the Florida Bar, the BOCC waives any right It may have to require the Attorneys to disclose any confidences the Attorneys have obtained from any other plaintiff In connection with simper litigation. 0 U W e) Provide regular briefing reports to the County Attorney and to the BOCC on key W Issues as requested by that Board. .2 CL A. Compensation: The combined fees of, and costs incurred by, the ,Attorneys shall be 0 covered by a contingency fee upon receipt of any award or settlement approved by the BOCC, as follows:the Attorneys shall receive contingency fees according to the following schedule. • Contingency Fee for the period from engagement up to the commencement of discovery: 10 ,with a maximum combined fees and costs of 12.5%; • Contingency fee for the period from commencement of discovery tap to the filing of any a) rnotlon(s) for summary judgment; 15% with a maximum combined fees and costs of 17.5%;or • Contingency fee for the period from the filing of any motion(s) for summary judgment through trial and appeal: 20 , with a maximum combined fees and costs of 5%of all 0 gross monetary amounts recovered. Attorneys' fees and costs/expense reimbursement shall be based on the gross amount of the monetary and non-monetary recovery (whether described as damages, restitution or otherwise), Attorneys shall advance all costs of litigation. The Attorneys small advance all costs and expenses deemed reasonable and necessary for the prosecution of B CC's claims In the O lolds litigation, Costs and expenses shall be reimbursed by the County only out of a monetary recovery(i.e.,judgment or settlement), if there is no monetary recovery, the County creed not reimburse the Attorneys for costs and expenses. Attorneys shall bear all of the financial risk associated with tills litigation, The combined fees and costs are limited by, and shall not exceed, the amount of an award or settlement, 00 S. Terming ion: This Agreement can be terminated by either party with or without cause with thirty ( B) days' prior written notice, In the event termination Is undertaken by the BCC CO without cause, the Attorneys shall nevertheless be entitled to recover their attorneys' fee and "' ail reasonable costs/expenses from the monetary recovery on a quantum meru+tt basis, Acc+ Inting Records; Records of the Attorneys pertaining to tills Agreement shall be U kept on generally recognized accounting principles, acceptable to the Monroe County Clerk, and shall he available to the BOCC or to an authorized representative for audit, The Attorneys understands that the Attorneys must have documentation to support all aspects of each bill, o-a N UO1054 W s 3 l P a g e Packet Pg.4136 including fees and expenses, and roust maintain that documentation until at least four years after the termination of the representation. This documentation shall be made available by the Attorneys to the BOCC or their designated representative, Including an accountant, and/or, to the Monroe County Clerk or Monroe County Clerk's representative or legal-blil auditor, upon 0 written request,The Attorneys agree to cooperate with any examination of this documentation U and Attorneys' fees and expenses, e.g,, by responding promptly and completely to any questions the BOCC or Its designated representative may have. The Attorneys shall notify the U BOCC In writing at least 60 days In advance of destroying any such records and, In the event the `2 BCC requests that they be preserved, shall preserve them at least one additional year or, at CL the option of the BOCC, deliver them to the BOCC for storage by the BOCC, with the BOCC responsible for paying the actual cost of storage,. This documentation shall Include, for example, original time records, expense receipts, and documentation supporting the amounts charged by the Attorneys for expense Items generated by the Attorneys, The BOCC reserves the right not to pay any fee or expense Item for which sufficient documentation Is not available to determine whether the Item was necessary and reasonable, Upon the execution of an Crj Agreement or Amendment to this Agreement by the BCC, the Attorneys may provide the documentation In digital electronic form, in Adobe portable Document Format (P F), or In U Alchemy format In lieu of the manual preservation requirements detailed above. a) Access to Records. The Attorneys shall maintain all books, records, and documents directly pertinent to performance, under this Agreement, Including but not limited to the documents referred to in Section 6 of this Agreement, in accordance with generally accepted accounting principles, consistently applied. upon ten ( ) business days of one party's written notice to the other, representatives of the BOCC or the Attorneys shall have access, at all reasonable times, to all the other party's books, records, correspondence, Instructions, receipts, vouchers and memoranda (excluding computer software) pertaining to work under this Agreement for the purpose of conducting a complete Independent fiscal audit. The Attorneys shall retain all records required' to be kept under this Agreement for a minimum of five years, and for at least four years after the termination of this Agreement, The Attorneys shall keep such records as are necessary to document the performance of the Agreement and expenses as Incurred, and give access to these records at the request of the BOCC, Monroe County, the Mate of Florida, or authorized agents ,and representatives of said government bodies. It is the responsibility of the Attorneys to ,maintain appropriate records to Insure a proper accounting of all collections and remittances. The Attorneys small be responsible for 00 repayment of any and all audit exceptions which are Identified by the Auditor General for the State of Florida, the Clerk of Court for Monroe County, the BOCC, or their agents andCO representatives, LO Florida Public Records Law; the Attorneys agree that, unless specifically exempted or excepted by Florida law or Rules and Regulations of The Florida Bar, the provisions of Chapter 119, Florida Statutes, generally require public access to all records and documents which may be made or received under this Agreement. The Attorneys agree to consult with the County Attorney's office concerning the application of the Public Records Lase from time to time concerning specific circumstances that may arise during the term of this Agreement. azuaksaar® 4 1 P' a.g e Packet Pg.4137 7. Modification: Additions to,modification to or defetlons from the provisions set forth in this Agreement shall only be effective If In writing and approved by the BOCC, 0 g. Indemnification and Hold Harmless: The Attorneys agree to indemnify and hold the U BOCC harmless for any and all claims, liability, lasses and causes of action which may arise out of its fulfillment of the Agreement to the fullest extent allowable by Florida law and t ,e ethics rules. a The Attorneys agree to pay all claims and losses, including related court costs and reasonable •2 CL attorneys' fees, and shall defend all suits filed due to the negligent acts, errors or omissions of 0 the Attorneys' employees and/or agents to the fullest extent allowable by Florida law and the ethics rules, 9, lnsurance Professional Liability Insurance shall also be maintained as specified, In the event the completion of the project(to Include the work of others)is delayed or suspended as a result of the Attorneys'failure to purchase or maintain the required insurance, the ResponderCU shall Indemnify the BOCC from any and all Increased expenses resulting from such delay, U The coverage provided herein shall be provided by an Insurer with an AN, Best gating of VI or better, that Is licensed to do business In the Mate of Florida and that has an agent for service of process within the State of Florida, The coverage shall contain an endorsement i providing sixty (BB) days' notice to the BOCC prior to any cancellation of said coverage. Said coverage shall be written by an insurer acceptable to the BOCC and shall be in a form acceptable to the BOCC, The Attorneys shall obtain and maintain the following policies: al The Attorney's agree to collectively maintain Professional Liability coverage with the E limits of liability provided by such policy no less than Five Million Dollars ( S,000,BI B.00)for each claim with a maximum deductible of Two Million Dollars( ,BBB,000), unless otherwise approved In advance by the BOCC, b) The Attorneys shall require its subonsuita,nts to be adequately Insured at least to the limits prescribed above„ and to any Increased limits of the Consultant, if so required by the 00 BOCC during the term of this Agreement, The BOCC will not pay for Increased limits of insurance for subcon5ultants. CO N LO c)The Attorneys shall provide to the BOCC Certificates of Insurance or a copy of the insurance policies required in this agreement. The BOCC reserves the right to rewire certified copies of such policies upon request. 10. Taxes; The BOCC and Monroe County are exempt from Federal Excise and State of Florida use and sales taxes. M01051137 1 S 1 P a g e Packet Pg.4138 11. Fbrta ce Char esi The BOCC and Monroe County will not be responsible for any finance charges. 1 e I't is the Intent of the parties hereto that the Attorneys shall be � legally considered as Independent contractors and that neither they nor their employees or U agents shall, under any circumstance, be considered servants or agents of the BOCC, and the BCC shall at no time be legally responsible for any negligence on the part of any successful a responder, Its employees or agents, resulting In either bodily or personal Injury or property g CL damage to any individual,firm,or corporation. 0 13. i clo; a t The Attorneys shall be required to list any or all potential conflicts of — interest, as defined by Florida Statute 112 and the Monroe County Ethics Ordinance, The Attorneys shall disclose all actual or proposed conflicts of Interest,financial or otherwise, direct or indirect, Involving any client's Interest which may conflict with the Interests of the BOCC. CU 14, k5lga=t The Attorneys shall not assign, transfer, convey, sublet or otherwise g dispose of this Agreement,or of any or all of their right,title or interest therein, or their power to execute :such contract to any person, company or corporation without prior written consent � of the BOCC. 15, Valiance 411ith taws° The Attorneys shall comply with all International,federal,state and local laws and ordinances applicable to the work or payment for work thereof. 1 • fgorce.McLeurei The Attorneys shall not be liable for delay In performance or failure to perform, In whole or In part, the services due to the occurrence of any contingency beyond their control or the control of any of their subcontractors or suppliers, including labor dispute, strike, labor shortage, war or act of war whether an actual declaration thereof Is made or not, •- insurrection, sabotage, riot or civil commotion, act of public enemy, epidemic, quarantine restriction, accident, fire, explosion, storm, flood, draught, or other act of God, act of any governmental authority,jurisdictional action,or Insufficient supply of fuel, electricity, materials, supplies, or technical failure where the Attorneys have exercised reasonable care in the prevention thereof, and any such delay or failure shall not constitute a breach of this 00 V- Agreement. co 17. Governing Ea Venue: This Agreement small be governed and construed by and inLn accordance with the laws of the State of Florida and constitutes the entire agreement between the BOCC and the Attorneys. The venue of any court action flied relative to this Agreement shall lie In Monroe County,Florida. U 1& Aptisolicliag2w, The ,Attorneys warrant that no person has been employed or retained to solicit or secure this contract upon an agreement or understanding for a commission, �alaasaras 6 l t'a g e Packet Pg.4139 percentage, brokerage, or contingent fee and that no member of the Monroe County government or the B CC has any Interest, financially or otherwise In the Attorneys or their subcontractors, 0 1 , Severahilfty; if any provision of this Agreement shall be held by a Court of competent Cn jurisdiction to be invalid or unenforceable, the remainder of this Agreement,or the application T of such provision(s) other than that/those held invalid or unenforceable, shall not be affected a thereby, and each provision of the Agreement shall be valid and enforceable to the fullest ,2 CL extent permitted by law. 0 70. Notice. Any notice required or permitted under this Agreement shall be in writing and — hand-delivered or malled, postage prepaid by certified mail, return receipt requested, to the other party as follows. For the BCICCa For the Attorneys; CU Monroe County Attorneyg larne5 a<Young 1111 1 th Street,Suite 408 Morgan & Morgan, PA, Cn Key West, FL 33041 76 Laura Street,Suite 1100 Jacksonville, Ft°32202 i — 0 The BOCCC shall give notice to the Attorneys of any meetings at which the Attorneys'' presence is required or requested. 71. Fthlcs Clause: The Attorneys warrant that they have not employed, retained or otherwise had act on their behalf, any former Monroe County officer or employee, In violation of Section 2 of Ordinance No. 10-1 0; or, any County officer or employee in violation of Section 3 of Ordinance No. 10-19 0, For breach or violation of the provision, the 3OCC may, at Its discretion terminate this agreement without liability and may also, at Its discretion, deduct from the agreement or purchase price, or otherwlse recover, the full amount of any fee, commission, percentage, gift, or consideration paid to the former or present County officer or employee, 72, Public Entity Cfll Statement: A person or affiliate who has been placed on the 00 convicted' vendor list following a conviction for public entity crime may not submit a response on a contract to provide any goods or services to a public entity, may not submit a response/bid co on a, contract with a public entity for the construction or repair of a public building or public Ln work, may not submit responses/bids on leases of real property to a 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 Florida Statutes Section 287.017,for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list. 23.. Certer°al Reouirer s f Co actors- mAzt�o�seasr_t 7 1 f' a Packet Pg.4140 aj Ownership of Attorney files and work product: the Attorneys understand that all files and work product prepared by the Attorneys or their firms at the expense of the BCC (or for which the BOCC Is otherwise billed) Is the property of the DOCC, Without the prior written 0 approval of the BOCC, this work product may not be used by the Attorneys or their firms nor u, disclosed by the Attorneys or their firms to others, except In the normal course of theCU Attorneys' representation of the BOCC In this matter. The Attorneys agree that the BOCC owns u, all rights, including copyrights,to materials prepared by the BOCC or by the Attorneys on behalf •2 of the BOCC. The Attorneys shall notify the BOCC In writing at least 60 clays in advance of — destroying any such records and, in the event the BCC requests that they be preserved, shall0 preserve there at least one additional year (with the BOCC responsible for paying the actual cost of storage). The Attorneys shall provide the BOCC with prompt access to (including the ability to make copies of) all attorney files and work product, regardless of whether the representation or matter Is ongoing and whether attorneys' fees and expenses have been paid In full, CU M b) Dispute resolutlow The Attorneys and the BOCC agree that all disputes regarding U attorneys' fees or expenses are to be resolved pursuant to the procedures and practices for mediation by the Attorney Consumer Assistance Program of the Florida Bar. ` c Entire Agreement: The entire agreement between the BOCC and the Attorneys with respect to the subject matter hereof Is contained in this Agreement. This Agreement supersedes all prior oral and written proposals and communications between the BOCC and the Attorneys related to this Agreement. No provision of this Agreement shall be deemed waived, amended or modified by either party unless such waiver, amendment or modification is In writing and signed by the party against wham the waiver, amendment or modification Is claimed. This Agreement shall be binding upon and inure to the benefit of the parties hereto, their permitted successors and assigns, d) Captlons� The captions set forth herein are for convenience of reference only and shall not define, modify, or limit any of the terms hereof, e) Conflicts In Interpretation, The BOCC and the Attorneys agree that, In the event of conflicting Interpretations of the terms or a term of this Agreement by or between them, the 00 final Interpretation by the BOCC shall apply, N co f) Adjudication of disputes and Disagreements: The BOCC and the Attorneys agree that all disputes and disagreements between therm shall be attempted to be resolved by a meet-and- L' confer session between representatives of the BOCC and the Attorneys, if the Issue or Issues are still not resolved to the satisfaction of both within 30 days after the meet-and-confer session, then either shall have the right to seek such relief as may be provided by this CU Agreement or by Florida law, g) Cooperation: In the event any administrative or legal proceeding is instituted against tl/0105.:1�_t 8 l P a g e Packet Pg.4141 either the BOCC or the Attorneys relating to the formation, execution, performance, or breach ' of this Agreement, the BOCC and the Attorneys each agree to participate, to the extent required by the other, In all proceedings, hearings, processes, meetings, and other activities related to the substance of this Agreement, The SOCC and the Attorneys each agree that neither shall be required to eater into any arbitration proceedings related to this Agreement or U any Attachment or Addendum to this Agreement, U h Legal Obligations and Responsibilities; Non delegation of Constitutional or Statutory •a Duties: This Agreement Is not Intended to relieve, nor shall It be construed as relieving, either CL the BOCC or the Attorneys from any obligation or responsibility Imposed upon each by law o except to the extent of actual and timely performance thereof by the other, In which case the performance may be offered In satisfaction of the obligation or responslbillty, Further, this Agreement is not Intended to authorize, nor shall It be construed as authorizing,the delegation of the constitutional or statutory duties of the BOCC, except to the extent permitted by the Florida Constitution, state statutes, case law, and, specifically, the provisions of Chapter 125, Florida Statutes. g i) Attorney's Fees and Costs: In the event any administrative proceeding or cause of action Is Initiated or defended by the BOCC or the Attorneys relative to the enforcement or Interpretation of this Agreement, the prevailing party shall be entitled to an award of reasonable attorney's fees, court casts, Investigative, and out-of-pocket expenses as an ward against the non-prevailing party, and shall include reasonable attorney's fees, court costs, Investigative, and out-of-pocket expenses In appellate proceedings, Mediation proceedings initiated and conducted pursuant to this Agreement or as may be required by a court of competent jurisdiction shall be conducted In accordance with the Florida Rules of Civil Procedure and usual and customary procedures required by the circuit court of the Monroe County Board of County Commissioners„ Authority,, The Attorneys warrant that they and the authorized time keepers are authorized by law and the Rules and Regulations of The Florida Bar to engage In the performance of the activities encompassed by this Agreement. If the Attorneys are members of a law firm, either as partners, shareholders, associates, or other relationship, the Attorneys warrant that they are authorized to eater into this Agreement by the Attorneys' law firm and to L bind their respective firms to the terms and conditions contained hereln, 00 V_ k) Non- iscrirninatiom The Attorneys shall not discriminate, In their employment practices co and in providing services hereunder, on the basis of race, color, sex, religion, disability, national origin, ancestry, sexual orientationLn g Y , gender identity or expression, familial status, or age, and shall abide by all federal and state laws regarding non-discrimination, Upon a determination by a court of competent jurisdiction that such discrimination has occurred, this Agreement automatically terminates without any further action by the BOCC, effective the date of the U court order, The Attorneys are aware of the provisions of Section 1 •1 1 through 13«106, Monroe County Cade, relating to non-discrimination, and agree to abide by the Code's non- discrimination requirements,,, aaa9aa,,aa g l P a g e Packet Pg.4142 Ij Claims for State or Federal Al& The BOCC and the Attorneys agree that each shall be, and I ,empowered to apply for, seek, and obtain federal and state funds to further the purpose of this Agreement, provided that all applications, requests, grant proposals, and funding 0 solicitations by the Attorneys shall be approved by the BOCC prior to submission. Cn j Mon-Reliance by Non-Parties° No person or entity shall be entitled to rely upon the terms,or any of there, of this Agreement to enforce or attempt to enforce any third-party claim ,2 or entitlement to or benefit of any service or program contemplated hereunder, and the BOCC C and the Attorneys agree that neither the BOCC nor the Attorneys or any officer, agent, or employee of each 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 tender this Agreement. CrJ n) Attestations: The Attorneys agrees to execute such documents as the BOCC may reasonably require, including a [Drug-Free Workplace Statement, and a Public Entity Crime Statement. of Signatures of Parties Required; This Agreement shall not be effective until executed by both the BCC and the Attorneys and received In final executed fora by an authorized representative of the BOCC o pj No Personal Liability. No covenant or obligation contained in this Agreement shall be deemed to be a covenant or obligation of any member,officer,agent or employee of the Board of Commissioners of Monroe County, Florida (BOCC) In his or her indlvldual capacity and no member, officer, agent or employee of the BOCC shall be liable personally under this Agreement or be subject to any personal liability or accountability by reason of the execution of this Agreement. q) Execution In Counterparts: This Agreement may be executed In any number of counterparts, each of which shall be regarded as an original, all of which taken together shall constitute one and the same Instrument and the BOCC and the Attorneys may execute this L Agreement by signing any such counterpart. Pursuant to Monroe County Ordinance No. 005 2018, 00 this Agreement may be executed using electronic sl nature . 04 CO 04 (Remainder of Waage In tentionally left blank.) LO U OMM01051137_1 10 P a,g e Packet Pg.4143 IN WITLESS WHEREOF,the Parties have executed this Agreement the slay and year first 0 above written, Cn Cn MCIR N&MOR A r A, U Attest! T` .Sik ,I S_y; As to Morgan Mor n r'the Attar ys F RODS ,rs tEP Attest3 +s w , As to Robbins 6elfar For the Attu eys CIEFF CABRASER HEIMANN&BERNSTEIN 14P, U Attest; r � t" t3 ' � y°ram As to tleff Csbrasar For the Attorneys Kt PELO TZ OtaU FERGUSON WEISELSER 0 l LBE i Attestr y; As to opelowltz Ostrow For the At eys. HALICZ ET7IS&SCHWAMM,P,A, a � I i Attest: .� ` _ y, o ,� As to Haliaer Petals For the Alt rneys ON I3UllAL F 0 BOARD OF COUNTY COMMISSIONERS OF MONR E COUNTY,FLORID 00 04 04 f r , Ry° t 0 Ln ' O E RT B. COUNTY ATTORNEY U r`s 537 asrtsr.w I b. Pat e Packet Pg.4144