02/19/2025 Agreement AGREEMENT FOR LEGAL SERVICES
This Agreement ("Agreement") is made and entered into this 5th day of FEBRUARY,
2025 by and between 3406 North Roosevelt Boulevard Corporation d/b/a Visit Florida Keys,
whose address is 1201 White Street, Suite 102, Key West, Florida, 33040, its successors and
assigns, hereinafter referred to as"VFK",
AND
Rubin Law Associates, P.A., dba Rubin & Rubin, 2055 S Kanner Highway, Stuart, FL
34994 its successors and assigns, hereinafter referred to as "Contractor",
WITNESSETH:
WHEREAS, the VFK is in need of intellectual property-related legal services; and
WHEREAS, Contractor is able to provide the services, including registering and
maintaining trademark and service mark registrations,and strategic consultation regarding same,
which shall collectively be referred to as the "Project"; and
WHEREAS, VFK is a not-for-profit corporation that supports the Monroe County Tourist
Development Council (TDC) and is funded in part by the Monroe County Board of County
Commissioners (County) and therefore certain terms and conditions are required by law and
policy as set forth herein;
NOW,THEREFORE, in consideration of the mutual promises,covenants and agreements
stated herein, and for other good and valuable consideration, the sufficiency of which is hereby
acknowledged,VFK and CONTRACTOR agree as follows:
FORM OF AGREEMENT
ARTICLE I
1.1 REPRESENTATIONS AND WARRANTIES
1.2 By executing this Agreement, CONTRACTOR makes the following express
representations and warranties to the VFK:
1.3 The CONTRACTOR shall maintain all necessary licenses, permits or other authorizations
necessary to act as CONTRACTOR for the Project until the CONTRACTOR'S duties
hereunder have been fully satisfied;
1.4 The CONTRACTOR has become familiar with the site(s) and the local conditions under
which the Project is to be completed.
1.5 The CONTRACTOR shall prepare all documentation required by this Agreement in such
a manner that they shall be accurate,coordinated and adequate for use in verifying work
completed and shall be in conformity and comply with all applicable law, codes and
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regulations. The CONTRACTOR warrants that the documents prepared as a part of this
Agreement will be adequate and sufficient to document costs in a manner that is
acceptable for reimbursement by government agencies, therefore eliminating any
additional cost due to missing or incorrect information.
1.6 The CONTRACTOR assumes full responsibility to the extent allowed by law with regard
to his performance and those directly under his employ.
1.7 The CONTRACTOR'S services shall be performed as expeditiously as is consistent with
professional skill and care and the orderly progress of the Project. In providing all services
pursuant to this agreement, the CONTRACTOR shall abide by all statutes, ordinances,
rules and regulations pertaining to,or regulating the provisions of,such services, including
those now in effect and hereinafter adopted. Any violation of said statutes, ordinances,
rules and regulations shall constitute a material breach of this agreement and shall entitle
VFK to terminate this contract immediately upon delivery of written notice of termination
to the CONTRACTOR.
1.8 At all times and for all purposes under this agreement the CONTRACTOR is an
independent contractor and not an employee of VFK, the TDC or the Board of County
Commissioners for Monroe County. No statement contained in this agreement shall be
construed so as to find the CONTRACTOR or any of his/her employees, contractors,
servants, or agents to be employees of the Board of County Commissioners for Monroe
County.
1.9 The CONTRACTOR shall not discriminate against any person on the basis of race, creed,
color, national origin, sex, age, or any other characteristic or aspect which is not job
related, in its recruiting, hiring, promoting, terminating, or any other area affecting
employment under this agreement or with the provision of services or goods under this
agreement.
ARTICLE 11
SCOPE OF BASIC SERVICES
2.1 DEFINITION
CONTRACTOR'S Scope of Basic Services consist of those described in the second recital
set forth above. The CONTRACTOR shall commence work on the services provided for
in this Agreement promptly upon his receipt of a written notice to proceed from VFK.
2.2 NOTICE REQUIREMENT
All written correspondence to the VFK shall be dated and signed by an authorized
representative of the CONTRACTOR. Any notice required or permitted under this
agreement shall be in w0ting and hand delivered or mailed, postage pre-paid, to VFK by
certified mail, return receipt requested, to the following:
Kara Franker
President/CEO of VFK
1201 it Street, Suite 102
Key West, FL 33040
For the Contractor:
Kevin Crosby, Esq.
Rubin & Rubin
2055 S. Kanner Highway
Stuart, FL 34994
ARTICLE III
ADDITIONAL PRODUCTS AND SERVICES
3.1 Additional products and services are those products and services not included in the
Scope of Services as set forth in Section 2.1 hereof. Should the VFK reqVire additional
products or services they shall be paid for by the VFK at pricing,rates or fees as negotiated
and in accordance with price quote or competitively bid pricing, but only if a0prove d by the
VFK before commencement.
3.2 If Additional Services are required the VFK shall issue a letter requesting and describing
the requested products and services to the CONTRACTOR. The CONTRACTOR shall
respond with a fee proposal, in accordance with prior price quotes or competitive bid
pricing. Only after receiving an amendment to the Agreement and a notice to proceed
from the VFK, shall the CONTRACTOR proceed with the Additional Services. Any
additional services must be funded and approved by the VFK board.
ARTICLE IV
VFK'S RESPONSIBILITIES
4.1 VFK shall provide complete and accurate information and cooperation regarding
requirements for the Project.
4.2 VFK shall designate a representative to act on the VFK's behalf with respect to the Project.
VFK or its representative shall render decisions in a timely manner pertaining to request
for information submitted by the CONTRACTOR in order to avoid unreasonable delay in
the orderly and sequential progress of the CONTRACTOR'S services.
4.3 The VFK shall furnish required information and shall render approvals and decisions as
expeditiously as necessary for the orderly progress of the CONTRACTOR'S services.
ARTICLE V
INDEMNIFICATION AND HOLD HARMLESS
5.1 The CONTRACTOR covenants and agrees to indemnify and hold harmless VFK, the
Monroe County Tourist Development Council, Monroe County and Monroe County Board
of County Commissioners, its officers and employees from third party liabilities,
damages,losses and reasonable costs, including but not limited to,reasonable attorneys'
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fees, to the extent used by the negligence, recklessness, or intentional wrongful
conduct of the CONTRACTOR, subcontractor(s)and other persons employed or utilized
by the CONTRACTOR in the performance of the contract.
5.2 The extent of liability is in no way limited to, reduced, or lessened by the insurance
requirements contained elsewhere within this agreement.
5.3 This indemnification shall survive the expiration or early termination of the Agreement.
ARTICLE V1
PERSONNEL
6.1 PERSONNEL
The CONTRACTOR shall assign only qualified personnel toperform any service
concerning the project.
ARTICLE V11
COMPENSATION and TERM
7.1 COMPENSATION BASED ON SPECIFIED RATES
7.1.1 The VFK shall pay the CONTRACTOR for the CONTRACTOR'S performance of this
Scope of Work as outlined in the second recital above, at the rate of $450 for attorney
Kevin Crosby and $135 for trademark paralegal services. Most services will be quoted in
advance as a fiat fee.
7.2 PAYMENTS
7.2.1 For its assumption and performances of the duties, obligations and responsibilities set
forth herein, the CONTRACTOR shall be paid monthly. Payment will be made pursuant
to the Local Government Prompt Payment Act 218.70, Florida Statutes.
As a condition precedent for any payment due under this Agreement, the CONTRACTOR
shall submit monthly, unless otherwise agreed in writing by the VFK, a proper invoice to
VFK requesting payment for services properly rendered. The CONTRACTOR'S invoice
shall describe with reasonable particularity the service rendered. The CONTRACTOR'S
invoice shall be accompanied by such supporting documentation or data in support of
expenses for which payment is sought that is acceptable to the Monroe County Clerk of
court and Comptroller(Clerk) based on generally accepted account principles and such
laws, rules and regulations as may govern the Clerk's disbursal of funds.
7.3 BUDGET AND REIMBURSEABLE EXPENSES
7.3.1 The CONTRACTOR may not be entitled to receive, and the VFK is not obligated to pay,
any fees or expenses in excess of the amount budgeted for this contract in each fiscal
year(October 1 -September 30)by the Monroe County Board of County Commissioners.
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The budgeted amount may only be modified by an affirmative act of the Monroe County
Board of County Commissioners.
7.3.2 VFK's performance and obligation to pay under this Agreement is contingent upon an
annual appropriation by the Board of County Commissioners and the approval of the
Board members at the time of contract initiation and its duration.
7.3.3 Expenses will only be reimbursed if authorized by VFK in writing in advance and to the
extent and in the amount authorized by Section 112.061, Florida Statutes, Monroe County
Code (Chapter 2, Art. 11, Div. 3), Monroe County Policies and Procedures and Monroe
County TDC Travel Guidelines, as amended.
7.4 TERM OF AGREEMENT
The initial term of this Agreement is for approximately a three year period Commencing
February 19, 2025 and terminating on September 30, 2028. This Agreement may be
extended for one additional two year period upon mutual agreement of the parties. Any
renewal of this Agreement must be in writing and signed by both the VFK and
CONTRACTOR.
ARTICLE Vill
INSURANCE
8.1 Recognizing that the work governed by this Agreement involves the furnishing of
advice or services of a professional nature, the Contractor shall purchase and
maintain,throughout the life of the Agreement, Professional Liability Insurance,which
will respond to damages resulting from any claim arising out of the performance of
professional services or any error or omission of the Contractor arising out of work
governed by this Agreement.
The minimum limits of liability shall be: $300,000 per Occurrence/$500,000
Aggregate.
ARTICLE IX
MISCELLANEOUS
9.1 SECTION HEADINGS
Section headings have been inserted in this Agreement as a matter of convenience of
reference only,and it is agreed that such section headings are not a part of this Agreement
and will not be used in the interpretation of any provision of this Agreement.
9.2 SUCCESSORS AND ASSIGNS
The CONTRACTOR shall not assign or subcontract its obligations under this agreement,
except in writing and with the prior written approval of VFK and the CONTRACTOR,which
approval shall be subject to such conditions and provisions as VFK may deem necessary.
This paragraph shall be incorporated by reference into any assignment or subcontract and
any assignee or subcontractor shall comply with all of the provisions of this agreement.
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Subject to the provisions of the immediately preceding sentence, each party hereto binds
itself, its successors,assigns and legal representatives to the other and to the successors,
assigns and legal representatives of such other party.
9.3 NO THIRD PARTY BENEFICIARIES
Nothing contained herein shall create any relationship, contractual or otherwise, with or
any rights in favor of, any third party.
9.4 TERMINATION
A. In the event that the CONTRACTOR shall be found to be negligent in any aspect of
service,the VFK shall have the right to terminate this agreement after five days written
notification to the CONTRACTOR.
B. Either of the parties hereto may cancel this Agreement without cause by giving the
other party thirty (30) days written notice of its intention to do so.
C. Termination for Cause and Remedies: In the event of breach of any contract terms,
either Party retains the right to terminate this Agreement. Either Party may also
terminate this agreement for cause with the other Party should that Party fail to perform
the covenants herein contained at the time and in the manner herein provided. In the
event of such termination, prior to termination,the terminating Party shall provide other
Party with thirty (30) calendar days' notice and provide the Party with an opportunity
to cure the breach that has occurred. If the breach is not cured,the Agreement will be
terminated for cause. If the VFK terminates this agreement with the CONTRACTOR,
VFK shall pay CONTRACTOR the sum due the CONTRACTOR under this agreement
prior to termination, unless the cost of completion to the VFK exceeds the funds
remaining in the contract; however, the VFK reserves the right to assert and seek an
offset for damages used by the breach. The maximum amount due to
CONTRACTOR shall not in any event exceed the total contract amount as set forth in
this Agreement. In addition, the VFK reserves all rights available to recoup monies
paid under this Agreement, including the right to sue for breach of contract and
including the right to pursue a claim for violation of the Monroe County's False Claims
Ordinance, located at Section 2-721 et al. of the Monroe County Code.
D. Termination for Convenience: Either Party may terminate this Agreement for
convenience, at any time, upon thirty (30) days' notice to other Party. If the VFK
terminates this agreement with the CONTRACTOR, VFK shall pay CONTRACTOR
the sum due the CONTRACTOR under this agreement prior to termination, unless the
cost of completion to the VFK exceeds the funds remaining in the contract. The
maximum amount due to CONTRACTOR shall not exceed the total contract amount
as set forth in this Agreement. In addition, the VFK reserves all rights available to
recoup monies paid under this Agreement, including the right to sue for breach of
contract and including the right to pursue a claim for violation of Monroe County's False
Claims Ordinance, located at Section 2-721 et al. of the Monroe County Code.
9.5 MAINTENANCE OF RECORDS
CONTRACTOR shall maintain all books, records, and documents directly pertinent to
performance under this Agreement in accordance with generally accepted accounting
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principles consistently applied. Each party to this Agreement or their authorized
representatives, shall have reasonable and timely access to such records of each other
party to this Agreement for public records purposes during the term of the Agreement and
for five years following the termination of this Agreement. If an auditor employed by VFK,
Monroe County or the Clerk determines that monies paid to CONTRACTOR pursuant to
this Agreement were spent for purposes not authorized by this Agreement,
CONTRACTOR shall repay the monies together with interest calculated pursuant to Sec.
55.03; FS, running from the date the monies were paid to CONTRACTOR.
9.6 GOVERNING LAW, VENUE, INTERPRETATION, COSTS, AND FEES
This Agreement shall be governed by and construed in accordance with the laws of the
State of Florida applicable to contracts made and to be performed entirely in the State. In
the event that any cause of action or administrative proceeding is instituted for the
enforcement or interpretation of this Agreement, VFK and CONTRACTOR agree that
venue shall lie in the 16 th Judicial Circuit, Monroe County, Florida, in the appropriate court
or before the appropriate administrative body. This agreement shall not be subject to
arbitration. Mediation proceedings initiated and conducted pursuant to this Agreement
shall be in accordance with the Florida Rules of Civil Procedure and usual and customary
procedures required by the circuit court of Monroe County.
9.7 SEVERABILITY
If any term, covenant, condition or provision of this Agreement (or the application thereof
to any circumstance or person) shall be declared invalid or unenforceable to any extent
by a court of competent jurisdiction, the remaining terms, covenants, conditions and
provisions of this Agreement, shall not be affected thereby; and each remaining term,
covenant, condition and provision of this Agreement shall be valid and shall be
enforceable to the fullest extent permitted by law unless the enforcement of the remaining
terms, covenants, conditions and provisions of this Agreement would prevent the
accomplishment of the original intent of this Agreement. The VFK and CONTRACTOR
agree to reform the Agreement to replace any stricken provision with a valid provision that
comes as close as possible to the intent of the stricken provision.
9.8 ATTORNEY'S FEES AND COSTS
The VFK and CONTRACTOR agree that in the event any use of action or administrative
proceeding is initiated or defended by any party relative to the enforcement or
interpretation of this Agreement, the prevailing party shall be entitled to reasonable
attorney's fees, court costs, investigative, and out-of-pocket expenses, as an award
against the non-prevailing party, and shall include attorneys fees, courts costs,
investigative, and out-of-pocket expenses in appellate proceedings.
9.9 BINDING EFFECT
The terms, covenants, conditions, and provisions of this Agreement shall bind and inure
to the benefit of the VFK and CONTRACTOR and their respective legal representatives,
successors, and assigns.
9.10 AUTHORITY
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Each party represents and warrants to the other that the execution, delivery and
performance of this Agreement have been duly authorized by all necessary corporate
action, as required by law.
.11 ADJUDICATION OF DISPUTESDISAGREEMENTS
VFK and CONTRACTOR agree that all disputes and disagreements shall be attempted to
be resolved by meet and confer sessions between representatives of each of the parties.
If the issue or issues are still not resolved to the satisfaction of the parties, then any party
shall have the right to seek such relief or remedy as may be provided by this Agreement
or by Florida law. This provision does not negate or waive the provisions concerning
termination or cancellation.
9.12 COOPERATION
In the event any administrative or legal proceeding is instituted against either party relating
to the formation, execution, performance, or breach of this Agreement, VFK and
CONTRACTOR agree to participate, to the extent required by the other party, in all
proceedings, hearings, processes, meetings, and other activities related to the substance
of this Agreement or provision of the services under this Agreement. VFK and
CONTRACTOR specifically agree that no party to this Agreement shall be required to
enter into any arbitration proceedings related to this Agreement.
9.13 NONDISCRIMINATION
CONTRACTOR and VFK agree that there will be no discrimination against any person,
and it is expressly understood that upon a determination by a court of competent
jurisdiction that discrimination has occurred, this Agreement automatically terminates
without any further action on the part of any party, effective the date of the court order.
CONTRACTOR or VFK agrees to comply with all Federal and Florida statutes, and all
local ordinances, as applicable, relating to nondiscrimination. These include but are not
limited to: 1) Title VII of the Civil Rights Act of 196 ( L - 5 ) which prohibits
discrimination on the basis of race, for or national origin; 2) Title IX of the Education
Amendment of 1972, as amended (20 LISC ss. 161-16 , and 16 -166), which
prohibits discrimination on the basis of sex; 3) Section 504 of the Rehabilitation Act of
1973, as amended (20 USG s. 74), which prohibits discrimination on the basis of
handicaps; )The Age Discrimination Act of 1975, as amended (42 USC ss. 6101-6107)
which prohibits discrimination on the basis of age; ) The Drug Abuse Office and
Treatment Act of 172 ( L 2- ), as amended, relating to nondiscrimination on the
basis of drug abuse; 6) The Comprehensive Alcohol Abuse and Alcoholism Prevention,
Treatment and Rehabilitation Act of 197 ( L 1-61 ), as amended, relating to
nondiscrimination on the basis of alcohol abuse or alcoholism; 7) The Public Health
Service Act of 1912, s . 523 and 57 (42 USC ss. 690dd-3 and 0ee-3), as amended,
relating to confidentiality of alcohol and drug abuse patient records; 8)Title Vill of the Civil
Rights Act of 16 (42 USC s. et sq.), as amended, relating to nondiscrimination in the
sale, rental or financing of housing; 9) The Americans with Disabilities Act of 190 (42
USC s. 111Note), as may be amended from time to time, relating to nondiscrimination
on the basis of disability; 10) Monroe County Code Chapter 1 , Article 11, which prohibits
discrimination on the basis of race, color, sex, religion, national origin, ancestry, sexual
orientation, gender identity or expression, familial status or age; 11) Any other
8
nondiscrimination provisions in any Federal or state statutes which may apply to the
parties to, or the subject matter of, this Agreement.
9.14 COVENANT OF NO INTEREST
CONTRACTOR and VFK covenant that neither presently has any interest, and shall not
acquire any interest, which would conflict in any manner or degree with its performance
under this Agreement, and that only interest of each is to perform and receive benefits as
recited in this Agreement.
9.15 CODE OF ETHICS
VFK agrees that officers and employees of the Monroe County recognize and will be
required to comply with the standards of conduct for public officers and employees as
delineated in Section 112.313, Florida Statutes, regarding, but not limited to, solicitation
or acceptance of gifts; doing business with one's agency; unauthorized compensation;
misuse of public position, conflicting employment or contractual relationship; and
disclosure or use of certain information.
9.16 NO SOLICITATION/PAYMENT
The CONTRACTOR and VFK warrant that, in respect to itself, it has neither employed nor
retained any company or person, other than a bona fide employee working solely for it, to
solicit or secure this Agreement and that it has not paid or agreed to pay any person,
company, corporation, individual, or firm, other than a bona fide employee working solely
for it, any fee, commission, percentage, gift, or other consideration contingent upon or
resulting from the award or making of this Agreement. For the breach or violation of the
provision, the CONTRACTOR agrees that the VFK shall have the right to terminate this
Agreement without liability and, at its discretion,to offset from monies owed, or otherwise
recover, the full amount of such fee, commission, percentage, gift, or consideration.
9.17 PUBLIC RECORDS COMPLIANCE.
CONTRACTOR must comply with Florida public records laws, including but not limited to
Chapter 119, Florida Statutes and Section 24 of article I of the Constitution of Florida.VFK
and CONTRACTOR shall allow and permit reasonable access to, and inspection of, all
documents, records, papers, letters or other"public record" materials in its possession or
under its control subject to the provisions of Chapter 119, Florida Statutes, and made or
received by VFK and CONTRACTOR in conjunction with this contract and related to
contract performance. VFK shall have the right to unilaterally cancel this contract upon
violation of this provision by CONTRACTOR. Failure of CONTRACTOR to abide by the
terms of this provision shall be deemed a material breach of this contract and VFK may
enforce the terms of this provision in the form of a court proceeding and shall, as a
prevailing party, be entitled to reimbursement of all attorney's fees and costs associated
with that proceeding. This provision shall survive any termination or expiration of the
contract. CONTRACTOR is encouraged to consult with its advisors about Florida Public
Records Law in order to comply with this provision.
9.18 NON-WAIVER OF IMMUNITY
9
Notwithstanding the provisions of Sec. 768.28, Florida Statutes, the participation of the
CONTRACTOR and VFK in this Agreement and the acquisition of any commercial liability
insurance coverage, self-insurance coverage, etc. or local government liability insurance
pool coverage shall not be deemed a waiver of immunity to the extent of liability coverage.
9.19 NON-COLLUSION AFFIDAVIT
CONTRACTOR by signing this Agreement, according to law on my oath, and under
penalty of perjury, depose and say that the person signing on behalf of the
CONTRACTOR, the bidder making the Proposal for the project described in the Scope
of or and that I executed the said proposal with full authority to do so; the prices in
the bid have been arrived at independently without collusion, consultation,
communication or agreement for the purpose of restricting competition, as to any matter
relating to such prices with any other bidder or with any competitor; unless otherwise
required by law, the prices which have been quoted in this bid have not been knowingly
disclosed by the bidder and will not knowingly be disclosed by the bidder prior to bid
opening, directly or indirectly, to any other bidder or to any competitor; and no attempt
has been made or will be made by the bidder to induce any other person, partnership or
corporation to submit, or not to submit, a bid for the purpose of restricting competition;
the statements contained in this affidavit are true and correct, and made with full
knowledge that VFK and Monroe County relies upon the truth of the statements
contained in this affidavit in awarding contracts for said project.
9.20 NON-RELIANCE BY NON-PARTIES
No person or entity shall be entitled to rely upon the terms, or any of them, of this
Agreement to enforce or attempt to enforce any third-party claim or entitlement to or
benefit of any service or program contemplated hereunder, and the CONTRACTOR and
the VFK agree that neither the CONTRACTOR nor the VFK or any agent, officer, or
employee of either shall have the authority to inform, counsel, or otherwise indicate that
any particular individual or group of individuals, entity or entities, have entitlements or
benefits under this Agreement separate and apart, inferior to,or superior to the community
in general or for the purposes contemplated in this Agreement.
9.21 ATTESTATIONS AND TRUTH IN NEGOTIATION
CONTRACTOR agrees to execute such documents as VFK may reasonably require.
Signature of this Agreement by CONTRACTOR shall act as the execution of a truth in
negotiation certificate stating that wage rates and other factual unit costs supporting the
compensation pursuant to the Agreement are accurate, complete, and current at the time
of contracting. The original contract fee and any additions thereto shall be adjusted to
exclude any significant sums by which the agency determines the contract price was
increased due to inaccurate, incomplete, or concurrent wage rates and other factual unit
costs. All such adjustments must be made within one year following the end of the
Agreement.
9.22 NO PERSONAL LIABILITY
No covenant or agreement contained herein shall be deemed to be a covenant or
agreement of any member, officer, agent ore ployee of VFK or Monroe County in his or
her individual capacity, and no member, officer, agent oremployee of VFK or Monroe
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County shall be liable personally on this Agreement or be subject to any personal liability
or accountability by reason of the execution of this Agreement.
9.23 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 any of the parties hereto may execute this Agreement by signing any such
counterpart.
9.24 E-VERIFY SYSTEM
In accordance with F.S.448.095, the CONTRACTOR and any subcontractor shall
register with and shall utilize the U.S. Department of Homeland Security's E-Verify
system to verify the work authorization status of all new employees it by the
CONTRACTOR during the term of the Contract and shall expressly require any
subcontractors performing work or providing services pursuant to the Contract to
likewise utilize the U.S. Department of Homeland Security's E-Verify system to verify the
work authorization status of all new employees hired by the subcontractor during the
Contract term. Any subcontractor shall provide an affidavit stating that the subcontractor
does not employ, contract with, or subcontract with an unauthorized alien.The
Contractor shall comply with and be subject to the provisions of F.S.448.095.
9.25 UNCONTROLLABLE CIRCUMSTANCE
Any delay or failure of either Party to perform its obligations under this Agreement will be
excused to the extent that the delay or failure was used directly by an event beyond
such Party's control, without such Party's fault or negligence and that by its nature could
not have been foreseen by such Party or, if it could have been foreseen,was unavoidable:
(a) acts of God; (b) flood, fire, earthquake, explosion, tropical storm, hurricane or other
declared emergency in the geographic area of the Project; (c) war, invasion, hostilities
(whether war is declared or not), terrorist threats or acts, riot, or other civil unrest in the
geographic area oft Project; (d)government order or law in the geographic area of the
Project; (e) actions, embargoes, or blockades in effect on or after the date of this
Agreement; (f) action by any governmental authority prohibiting work in the geographic
area of the Project;(each, a "Uncontrollable Circumstance"). CONTRACTOR'S financial
inability to perform, changes in cost or availability of materials, components, or services,
market conditions, or supplier actions or contract disputes will not excuse performance by
Contractor under this Section. Contractor shall give VFK written notice within ten (10)
business days of any event or circumstance that is reasonably likely to result in
an Uncontrollable Circumstance, and the anticipated duration of such Uncontrollable
Circumstance. Contractor shall use all diligent efforts to end the Uncontrollable
Circumstance, ensure that the effects of any Uncontrollable Circumstance are minimized
and resume full performance under this Agreement. The VFK will not pay additional cost
as a result of an Uncontrollable Circumstance. The Contractor may only seek a no cost
extension for such reasonable time as the Owners Representative may determine.
IN WITNESS WHEREOF, each party has caused this Agreement to be executed by its duly
authorized representative on the day and year first above written.
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VFK
By:
CHAIR OF VFK
Date:—
CONTRACTOR
BY: AeWfvE. Croj!2�d
Signature
Print Name: Kevin P. Crosby
Title:—Chair Of Intellectual Prope[ly Group
Date: 2-4-2025
END OF AGREEMENT
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ACCO F_6�AT�E (MM/DD/YYYY)
CERTIFICATE OF LIABILITY INSURANCE08/12/2024
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"°T Kristen Logan
First Indemnity Insurance Agency, Inc. PHONE(AC,No,at) 781-581-2500 a,No,at) 781-595-2293
` (AC _
One Beacon Street E-MAL
Suite 33200 ADDRESS klogan@firstindemnity.net
Boston, MA 02108 INSURERS AFFORDING COVERAGE NAIC#
INSURERA: Coverys Specialty Insurance Comp 15686
INSURED
INSURER B:
Rubin Law Associates, P.A. d/b/a Rubin & Rubin INSURERC:
PO Box 39S
Stuart, FL 3499S INSURERD:
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 CONTRACTOR 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 ADD'L SUER POLICY NUMBER POLICY EFF POLICY EXP LIMITS
LTR INSRD VN/D
GENERAL LIABILITY EACH OCCURANCE
COMMERCIAL GENERAL LIABILITY DAMAGE TO RENTED PREMISES
(Ea occurance)
CLAIMS MADE El OCCUR MED EXP(Any one person)
PERSONAL&AND INJURY
GENERAL AGGREGATE
GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMPADPAGG
POLICY PROJECT El LOC
AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT(Ea
accident)
ANY AUTO BODILY INJURY(Per person)
ALL OWNED SCHEDULED BODILY INJURY(Per accident)
AUTOS AUTOS
HIRED AUTOS NON-OWNED PROPERTY DAMAGE(Per accident)
AI ITn.q
UMBRELLA LIAB OCCUR EACH OCCURANCE
EXCESS LIAB CLAIMS MADE AGGREGATE
DED RETENTION$
WORKERS COMPENSATION WC STATU- OTHER
AND EMPLOYERS'LIABILITY TORY LIMITS
ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT
OFFICE/MEMBER EXCLUDED?
Y/N N/A E.L.EMPLOYEE
-EA
(Mandatory in NH)
If yes,describe under DESCRIPTION OF El
EMPLOYEE
OPERATIONS below E.L.DISEASE-POLICY LIMIT
Lawyers Professional Liability CSIC— Each Claim: $ 500,000
A — E & O LPL0000986-02 09/Ol/24 09/Ol/25 ate:General A re gg g $ 1,000,000
DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(Attach ACCORD 101,Additional Remarks Schedule, if more space is required)
Claims Made Coverage. Retroactive Date: 09/22/2011. Deductible is $5,000
CERTIFICATE HOLDER CANCELLATION
SHOULD ANY OF THE ABOVED DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE
THEREOF,THE ISSUING INSUREER WILL ENDEAVOR TO MAIL 10 DAYS WRITTEN NOTICE TO THE
CERTIFICATE HOLDER NAMED TO THE LEFT,BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION
OR LIABILITY OF ANY KIND TO THE INSURER,IT'S AGENTS OR REPRESENTITIVES
AUTHORIZED REPRESE'OpfATIVE
w
ACORD 25 (2009/01)
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