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HomeMy WebLinkAbout04/16/2025 Agreement GVS COURTq° o: A Kevin Madok, CPA - �o ........ � Clerk of the Circuit Court& Comptroller Monroe County, Florida �z cooN DATE: May 6, 2025 TO: Pedro Mercado, Assistant County Attorney Abra Campo, Contract Administrator FROM: Liz Yongue, Deputy Clerk SUBJECT: April 16, 2025 BOCC Meeting The below item has been executed and added to our record: P9 Legal services agreement with Mechanik Nuccio Hearne & Wester P.A. Should you have any questions please feel free to contact me at(305) 292-3550. cc: Finance File KEY WEST MARATHON PLANTATION KEY 500 Whitehead Street 3117 Overseas Highway 88770 Overseas Highway Key West, Florida 33040 Marathon, Florida 33050 Plantation Key, Florida 33070 AGREEMENT BETWEEN MONROE COUNTY AND MECHANIK NUCCIO HEARNE &WESTER,P.A. THIS AGREEMENT, made and entered into this 16th day of April, 2024, by and between the BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA, ("COUNTY"), a political subdivision of the State of Florida whose address is 1100 Simonton Street, Key West, Florida 33040, and MECHANIK NUCCIO HEARNE & WESTER, P.A. ("ATTORNEY") regarding the retention of ATTORNEY by COUNTY to provide legal advice and services. WHEREAS, it is in the public interest of COUNTY to have legal representation as set out below, and WHEREAS,the ATTORNEY has agreed to provide legal representation to the COUNTY as set forth herein and in Attachment A. NOW THEREFORE, in consideration of the mutual covenants and provisions contained herein, the parties agree as follows: 1. THE CLIENT The Client is the COUNTY, acting by and through its duly elected and appointed officers and its employees. 2. THE ATTORNEY ATTORNEY is a Professional Association that is registered as a Florida Profit Corporation named above and whose legally authorized signature appears at the bottom of this Agreement. ATTORNEY is licensed to practice law in Florida. ATTORNEY has been retained for the task of preparing and implementing institutional and/or engineering controls for the Joe London Fire Training Academy pursuant to rules and general guidance promulgated by the Florida Department of Environmental Protection as set forth in Attachment A ("the Matter"). 3. TERM OF AGREEMENT This Agreement and representation by ATTORNEY is effective upon execution by ATTORNEY and acceptance and approval by COUNTY in accordance with COUNTY'S policies, ordinances, or governing statutes. The representation shall continue until terminated by either the COUNTY, or by the ATTORNEY in accordance with ethical requirements and/or the terms of this Agreement. 4. SCOPE OF THE WORK The COUNTY is engaging ATTORNEY to advise on the Matter and any other matters as approved by the County Attorney which are jointly agreed to in writing. 1 4.1 Professional ability to perform work, appointment of contract manager ATTORNEY warrants that he or she is authorized by law to engage in the performance of the activities herein described, subject to the terms and conditions set forth in these contract documents. ATTORNEY shall designate Travis Moore Hearne, as the contract manager and shall at all times exercise independent, professional judgment and shall assume professional responsibility for the services to be provided. ATTORNEY warrants that the authorized time keepers are authorized by law to engage in the performance of the activities encompassed by this Agreement. 4.2 Management of time keepers ATTORNEY is responsible for managing the matter cost-effectively and competently, e.g., by insuring that additional time keepers are competent, properly supervised, efficient, and in compliance with the terms of this Agreement as well as with all ethical obligations. 5. REVIEW OF ETHICAL OBLIGATIONS AND POTENTIAL CONFLICTS OF INTEREST BEFORE INITIATING REPRESENTATION ATTORNEY has conducted a thorough investigation and determined that ATTORNEY'S representation of COUNTY is consistent with the Rules Regulating the Florida Bar ("RRTFB"), including without limitation those rules governing conflicts of interest. To the extent that any existing or potential conflict of interest is discovered or ever arises, ATTORNEY shall immediately inform COUNTY in writing of the impediment(regardless of whether ATTORNEY believes he or she has taken all steps necessary to avoid the impediment and regardless of whether ATTORNEY believes that the impediment is insubstantial or questionable),make full disclosure of the situation to COUNTY and take all other reasonable steps to avoid or mitigate the impediment. Notwithstanding the foregoing, COUNTY understands and agrees that ATTORNEY may in the future — after this agreement has terminated-represent clients before COUNTY in unrelated matters. 6. PAYMENTS TO ATTORNEY ATTORNEY shall submit to COUNTY invoices with supporting documentation acceptable to the Clerk on a schedule as set forth in the contract. The total dollar amount of this contract shall not exceed $22,100. Acceptability to the Clerk is based on generally accepted accounting principles and such laws, rules and regulations as may govern the Clerk's disbursal of funds. All services provided with respect to this agreement will be billed on a current basis with monthly invoices sent to COUNTY that will contain full detail as to the specific effort, hourly rates, and reimbursable expenses incurred by ATTORNEY on COUNTY'S behalf. 6.1 Attorney Fee (Hourly) ATTORNEY will be paid for his or her services based on the number of hours expended on behalf of COUNTY (rounded to the nearest tenth hour for each time entry),not to include time billable to or compensated by other clients, multiplied by the ATTORNEY'S hourly rate. The following minimum billing documentation and time keeper requirements are a condition precedent to payment by the COUNTY. 6.2. Non-billable time 2 ATTORNEY will bill COUNTY only for time reasonably and necessarily incurred to render professional services on COUNTY'S behalf in accordance with this Agreement. Time attributable to billing questions is not billable. Time expended by time keepers who have not been approved by COUNTY is also not billable. 6.3. Hourly Rates, and Changes to hourly rates The ATTORNEY has agreed to rates as more fully set forth below: Approved Time Keepers: Name: Hourly Rate: Travis Moore Hearne $325.00 Cannon L/Hearne - Associate $250.00 Susan M. Merritt-Paralegal $125.00 With the written approval of the County Attorney, additional time keepers may be utilized by the ATTORNEY. ATTORNEY will charge no more than the hourly rate quoted above throughout the duration of the matter, unless otherwise agreed in writing and approved by COUNTY in the same manner as Agreement. The hourly rate to be charged by the lawyers and paralegals are reviewed annually and should ATTORNEY determine that a rate adjustment is warranted for this engagement the COUNTY will be notified in advance of any change. 6.4. Time keepers As used in this Agreement, the term "time keeper" shall include ATTORNEY and other ATTORNEYS and individuals identified in paragraph 6.3 of this Agreement who will be providing services under this Agreement and who will bill the COUNTY for their services in accordance with this Agreement. 6.4.1. Duplication of effort So long as ATTORNEY determines,in its reasonable discretion,that there is no duplication of effort among multiple time keepers, or otherwise with advance COUNTY approval, ATTORNEY may have more than one time keeper bill for attendance at meetings, including the meetings with COUNTY representatives and internal conferences, and each time keeper shall be paid at their rate established in paragraph number 6.3. In all other circumstances, ATTORNEY will not have more than one time keeper bill for attendance at meetings, including the meetings with COUNTY representatives and internal conferences, and in the event that more than one person attends, only the time of the person with the highest rate will be billable. Approval for action on the part of the ATTORNEY may be accomplished by letter, email, or verbally by the County Attorney or his/her designee, if verbal approval is given the attorney may verify that approval by email to ATTORNEY or CLERK(as necessary for billing purposes). 3 6.4.2. Time keeper changes Time keepers approved by the COUNTY are listed in paragraph 6.3 of this Agreement, and may be amended from time to time,upon mutual agreement of the COUNTY and the ATTORNEY,to evidence the then-current circumstances. Additional time keepers may be added by amendment to this agreement and approval by the Board of County Commissioners.In the event that additional time keepers providing services,which are to be billed to COUNTY, are to be added,then their hourly rates shall be provided to COUNTY in advance,and,upon written approval by the COUNTY,their rates and billing practices shall comply with the requirements of this Agreement. COUNTY expects to receive discounts or other concessions so that any increases or changes in time keepers will not result in unnecessary or unreasonable charges to COUNTY, e.g., for training, internal conferences, and management. 6.5. Existing work product To the extent the ATTORNEY makes use of existing work product, e.g., in the form of research previously performed for another client, then ATTORNEY shall bill only that time expended in using that work product for COUNTY. In other words,no premium, markup, or other adjustment shall be made to COUNTY bill for time spent on work already performed. 7. BILLING OF FEES AND EXPENSES ATTORNEY shall comply with the following requirements as to billing fees and expenses as a condition precedent to COUNTY'S obligation to pay each bill: 7.1. Monthly bills Unless otherwise agreed in a writing signed by the COUNTY,bills shall be issued monthly by ATTORNEY within thirty (30) days after the close of each month. ATTORNEY understands that COUNTY requires prompt bills in part to facilitate effective management of the representation and fees. 7.2. Bill format ATTORNEY shall provide detailed, itemized bills which shall, at a minimum: 7.2.1 Description Provide a general description of the matter, to include the name of the COUNTY department or constitutional officer, if not indicated in the title of the matter, for which legal services are being performed (e.g. Richard Roe v. Monroe County—EEO Claim); a description of the work performed in enough detail so that each item is distinguishable from other listed items and sufficient to allow COUNTY to determine the necessity for and reasonableness of the time expended, the services performed, the project or task each service relates to, the subject and purpose of each service, and the names of others who were present or communicated with in the course of performing the service. For example, simply the word"research"is not acceptable, more detail about the type of research and what was determined by the research is necessary. 4 7.2.2 Personnel Clearly identify each time keeper performing services in conjunction with each entry. Clearly identify all persons who are not full-time lawyers employed by the ATTORNEY'S firm (including paralegals, employees of ATTORNEY with their titles, subcontractors, independent contractors, temporary employees, and outsourcing providers). Personnel who are not listed as additional time keepers will not be paid unless approved in writing under the requirements of this Agreement. 7.2.3 Time Records Record the time expended by each time keeper separately. In those situations where the minimum billing increment exceeds the actual time spent on a task and several of these "minor" tasks are performed, it is expected that the services will be aggregated until the total actual time spent meets the minimum billing increment. 7.2.4 Totals and By Task State the amount of time expended by each time keeper broken down for each task. 7.2.5 Summary of Rates It is understood that the billing rate is a per hour as set forth in paragraph number 6.3. In a summary at the beginning or end of the bill, provide the current hourly rate for each time keeper, the total time billed by each time keeper in that bill, the product of the total time and hourly rate for each time keeper, the total fees charged, and are reconciliation between the amount charged and any applicable estimated or budgeted amount, by task. In addition, each monthly statement should show the aggregate billing for that matter from the commencement of the matter through the currently-billed month. 7.3. Expenses COUNTY will pay the actual, reasonable cost of the following expense items if incurred in accordance with the guidelines below (a copy of the form used by the County may be provided for your convenience) and promptly itemized in ATTORNEY'S monthly bill: 7.3.1 Reimbursable expenses Actual cost for necessary long distance telephone calls, tele copying at $.25 per outgoing page, overnight or expedited delivery, couriers,photocopying at$.15 per page,postage, court fees, and other expenses approved in advance by COUNTY.In order to receive reimbursement Attorney must attach copy of invoice from overnight or expedited delivery, couriers, long distance carriers and indicating which calls are related to this agreement. All charges shall be reasonably documented on invoices to demonstrate that the charge is related to this agreement. 7.3.1.1. Expedited or emergency services ATTORNEY is expected to avoid using expedited or emergency services, such as express delivery services, couriers, tele copying, overtime, and so on, unless necessary because of unexpected developments or extremely short deadlines. COUNTY may refuse to pay for any such 5 expenses when incurred routinely or because of ATTORNEY'S failure to manage the matter efficiently. 7.3.1.2. Computerized research ATTORNEY is expected to use computerized research services cost-effectively to reduce time spent on research,for example,while closely-monitoring computerized research to insure that the charges are reasonable and necessary. ATTORNEY is expected to pass through to COUNTY any discounts or other arrangements that reduce the cost of computerized services. All charges shall be reasonably documented on invoices to demonstrate that the charge is related to this agreement. 7.3.1.3. Photocopying ATTORNEY is encouraged to use outside copying services if this will reduce the cost of large-volume copying,provided that these expenses are efficient, cost-effective, and incurred and billed in accordance with this Agreement. ATTORNEY is responsible for insuring that all copying complies with copyright obligations. All charges shall be documented on invoices to demonstrate that the charge is related to this agreement. 7.3.1.4. Transcripts Transcripts should not be ordered without prior approval from COUNTY. Transcripts should not be ordered on an expedited basis unless necessary and approved in advance by COUNTY. ATTORNEY should obtain digital electronic/computerized copies of transcripts when available at a reasonable cost to avoid charging for time spent digesting or indexing transcripts, and to allow COUNTY to maintain a digital electronic/computerized database of all transcripts. 7.3.1.5 Travel Expenses Travel expenses within the ATTORNEY'S local area, defined as a radius of 50 miles from the time keeper's office, will not be reimbursed and time in transit is not billable. Travel expenses outside the local area may only be reimbursed if the travel was approved in advance by COUNTY. Reimbursable travel expenses are the cost of transportation by the least expensive practicable means (e.g., coach class air travel), the cost of reasonable hotel accommodations, and the cost of transportation while out of town (e.g., by cab or rental car, whichever is reasonable, at the lowest available rate). Cab fare to and from the originating airport is reimbursable. Expenses will be reimbursed in accordance with the applicable provisions of Florida Statute 112.061 for "approved travelers" and of the Monroe County Code Article XXVI and shall be summarized on the Monroe County Travel Form by ATTORNEY with all applicable receipts attached thereto. 7.3.1.6 Travel Time Time spent in transit outside Attorney's local area may be billed only if ATTORNEY or time keeper is unable to avoid traveling by using other forms of communication or it is determined by the County Attorney that travel is in the County's best interest. Travel by more than one time keeper at the same time to the same destination is allowed with approval from COUNTY 6 ATTORNEY. In order to be reimbursed for airline tickets, the boarding pass shall be attached to the invoice. Approved travel time during normal business hours, defined weekdays from 8:30 a.m. to 6:00 p.m., will be billed at the hourly rate listed for the time keeper in paragraph 6.3 of this Agreement. Approved travel time outside of normal business hours will be billed at one-half the hourly rate listed for the time keeper in paragraph 6.3 of this Agreement. 7.3.2. Non-reimbursable expenses The following expenses will in no event be reimbursable without written approval by County Attorney and approval by the Board of County Commissioners: 7.3.2.L Personal and Office Costs Meals for time keepers not related to travel, overtime, word processing or computer charges, personal expenses, expenses that benefited other clients, expenses for books, costs of temporary employees, periodicals or other library materials, internal filing or other document handling charges, clerical expenses, stationery and other supply expenses, utilities, and any other expense that is either unreasonable or unnecessary. (The fact that ATTORNEY charges other clients or that other firms charge their clients for an expense does not make it reasonable or necessary under this Agreement.) 7.3.2.2. Experts, consultants, support services, outsourced services, etc. ATTORNEY is not authorized to retain experts, additional counsel, consultants, support services, or the like, outside ATTORNEY'S law firm, without approval by County Attorney. If agreed to ATTORNEY will be responsible for selecting and managing the services of others so that their services and expenses will be rendered in accordance with the terms of this Agreement, including terms applicable to ATTORNEY. ATTORNEY will manage others to obtain cost- effective services for COUNTY. Unless otherwise agreed in writing,ATTORNEY shall obtain a written retainer agreement, in a form which may be specified by COUNTY, from each service provider, with bills from each provider being sent to both ATTORNEY and COUNTY. 7.3.2.3 Temporary Staffing ATTORNEY will not bill COUNTY for the time and expenses of temporary employees, including so-called"Temps"or contract ATTORNEYS or other staff from outside companies,nor "outsource" or delegate work, nor charge for summer associates, law clerks, or student clerks, (collectively "temporary staff' even if not temporarily employed)without full advance disclosure of the employee's temporary or short-term status to COUNTY, including disclosure of the actual amount paid or to be paid to the individual.Unless COUNTY expressly agrees in writing to paying additional amounts after full disclosure by ATTORNEY, ATTORNEY may not charge COUNTY more than the actual cost paid by ATTORNEY. 7 7.3.2.4. Expenses not passed through at actual cost COUNTY will not pay any markup for expenses. COUNTY will only reimburse the ATTORNEY for their actual approved out-of-pocket costs and expenses, whether incurred personally by an approved time keeper or incurred by other approved personnel (such as experts, consultants, support services personnel, or outsourced services personnel). 7.3.2.5. Overhead not charged to County COUNTY will not pay for any "expense" items that are in fact part of ATTORNEY'S overhead, which should be included within ATTORNEY'S fee, the determination of which expenses fall into this category are strictly within the discretion of the COUNTY. 7.3.3. Advance approval of expenses ATTORNEY shall obtain approval from COUNTY ATTORNEY before incurring any expense in excess of $1,000.00 if ATTORNEY expects to be reimbursed for that expense. COUNTY, in its discretion, may refuse to pay any expense for which approval was not obtained by ATTORNEY. 7.3.4. Copies of receipts for expenses ATTORNEY shall include copies of receipts for all expenses with the itemized monthly bill. COUNTY may refuse to pay any expense item for which documentation is not provided by ATTORNEY. 7.3.5. Expenses (and fees) after termination Upon termination of the representation, ATTORNEY shall promptly bill COUNTY for any remaining reimbursable expenses and fees. COUNTY may refuse to pay any fees or expenses not billed within 60 days of termination of the representation. ATTORNEY is also expected to cooperate promptly with all aspects of termination and, if applicable, transition to other counsel. 7.4. Bill and expense documentation ATTORNEY must maintain supporting documentation for invoices until at least one year after the termination of the representation. This documentation shall be made available by ATTORNEY to COUNTY (or COUNTY'S designated representative, including an accountant, the County Clerk or County Clerk's representative, or legal bill auditor)upon COUNTY'S written request. ATTORNEY agrees to cooperate with any examination of this documentation and ATTORNEY'S fees and expenses, e.g., by responding promptly and completely to any questions COUNTY or its designated representative may have. ATTORNEY shall notify COUNTY in writing at least 60 days in advance of destroying any such records and, in the event that COUNTY requests that they be preserved, shall preserve them at least one additional year or, at the option of the COUNTY, delivered to the COUNTY for storage by the COUNTY, with COUNTY responsible for paying the actual cost of storage. This documentation shall include, for example, original time records, expense receipts, and documentation supporting the amount charged by ATTORNEY for expense items generated by ATTORNEY or his or her firm. COUNTY reserves the right not to pay any fee or expense item for which sufficient documentation or expense item 8 for which sufficient documentation is not available to determine whether the item was necessary and reasonable. 7.5 Entertainment ATTORNEY shall not be reimbursed for costs of entertainment, such as in room movies and alcoholic beverages. Furthermore, only meals for ATTORNEY and/or approved time keeper shall be reimbursed in accordance with the provisions in this Agreement. 8. PAYMENT TERMS ATTORNEY'S request for payments and reimbursements may be made in either the ATTORNEY'S name or the name of the ATTORNEY'S law firm, as appropriate. ATTORNEY bills complying with this Agreement are due and payable according to the Local Government Prompt Payment Act. If the bill materially fails to comply with the requirements of this Agreement, then it is not due and payable until ATTORNEY remedies its deficiencies. 9. MATTER MANAGEMENT COUNTY will expect that all communications between ATTORNEY, and additional time keepers, and COUNTY will be reviewed by ATTORNEY and that ATTORNEY will serve as the point of contact for this matter, including billing questions. The COUNTY contact for this Agreement shall be: Pedro J. Mercado, Esq. Monroe County Attorney's Office 1111 121h Street, Suite 408 Key West, Florida 33040 (305) 292-3470 (office) (305) 292-3516 (facsimile) Mercado-Pedro@monroecounty-fl.gov 9.1. Case monitoring COUNTY will be advised promptly by ATTORNEY of all significant facts and developments in the matter so that COUNTY may manage the matter effectively and make informed decisions about strategy,tactics, settlement, scheduling, costs, and other related matters. COUNTY will promptly receive from ATTORNEY copies of all orders, opinions, pleadings, briefs, memoranda (internal and external), correspondence, and any other document material to the subject matter of this Agreement, such that the COUNTY will have a current, up-to-date, "mirror" copy of the COUNTY'S file maintained by ATTORNEY. For discovery materials or exhibits that are lengthy, ATTORNEY should discuss them with COUNTY before providing a copy. Documents available in digital electronic/computerized form should be provided in that form in lieu of paper copies, if requested by County. Additionally, ATTORNEY may be required to submit, on a monthly basis, a case status and progress report to be submitted to the Board of COUNTY Commissioners. The format of the report shall be in the form required by the COUNTY ATTORNEY. 9 9.2. Case control ATTORNEY shall discuss all significant issues of strategy and tactics, including motions, discovery, pleadings, briefs, trial preparation, experts, and settlement, with COUNTY before implementation. ATTORNEY is expected to exercise independent professional judgment. 9.3. ATTORNEY cooperation ATTORNEY will cooperate with COUNTY or COUNTY'S representatives to promptly provide all information COUNTY requests or needs about the subject matter of this Agreement and ATTORNEY'S bills and handling of the matter. 9.4. COUNTY cooperation ATTORNEY shall be lead counsel on the matter; however, ATTORNEY agrees that the lawyers employed by the Monroe County Attorney's Office may enter an appearance as co-counsel in the matter. ATTORNEY should consult with COUNTY about all opportunities for COUNTY to save money or make use of COUNTY'S expertise to assist in, e.g., responding to discovery, preparing for trial, locating experts, and the like. COUNTY may also have personnel and facilities available to reduce the expenses related to the subject matter of this Agreement. 10. CONFIDENTIALITY AND PUBLIC RELATIONS ATTORNEY is not authorized to waive or release any privilege or other protection of information — confidential, secret, or otherwise — obtained from or on behalf of COUNTY. ATTORNEY is to keep all confidential, privileged, or secret information confidential. This requirement is perpetual, i.e., it will continue even after the termination of the relationship and this Agreement. 10.1 Prohibition against use of information This requirement is also intended to prohibit ATTORNEY from using information obtained from or on behalf of COUNTY, including work product prepared at COUNTY'S expense, for other clients of ATTORNEY or his or her firm,without COUNTY'S advance written approval. 10.2 No use of County for marketing purposes ATTORNEY is not authorized to identify COUNTY as a client, e.g., for purposes of marketing or advertising, without COUNTY'S approval. 11. OWNERSHIP OF ATTORNEY FILES AND WORK PRODUCT ATTORNEY understands that all files and work product prepared by ATTORNEY or his or her firm at the expense of COUNTY(or for which COUNTY is otherwise billed)is the property of COUNTY. Without COUNTY'S written approval, this work product may not be used by ATTORNEY or his or her firm nor disclosed by ATTORNEY or his or her firm to others, except in the normal course of ATTORNEY'S representation of COUNTY in this matter. ATTORNEY agrees that COUNTY owns all rights, including copyrights,to materials prepared by COUNTY or by ATTORNEY on behalf of COUNTY. ATTORNEY shall notify COUNTY in writing at least 60 days in advance of destroying any such records and, in the event that COUNTY requests that 10 they be preserved, shall preserve them at least one additional year(with COUNTY responsible for paying the actual cost of storage). ATTORNEY shall provide COUNTY 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 ATTORNEY fees and expenses have been paid in full. 12. DISPUTE RESOLUTION ATTORNEY and COUNTY agree that if a dispute arises between them that neither shall be required to enter into any arbitration proceedings related to this Agreement. 12.1. Disputes regarding_ Attorney fees or expenses and interpretation COUNTY and ATTORNEY agree that all disputes and disagreements between them regarding interpretation of the Agreement shall be attempted to be resolved by a meet and confer session between representatives of COUNTY and ATTORNEY. If the issue or issues are still not resolved to the satisfaction of both within thirty (30) days after the meet and confer session, then either shall have the right to terminate the Agreement upon ten(10)business days'notice in writing to the other party. 12.2 Disputes regardingi nterpretation COUNTY and ATTORNEY agree that all disputes and disagreements between them regarding interpretation of the Agreement shall be attempted to be resolved by a meet and confer session between representatives of COUNTY and ATTORNEY. If the issue or issues are still not resolved to the satisfaction of both within thirty(30)days after the meet and confer session,then either shall have the right to terminate the Agreement upon ten (10)business days' notice in writing to the other party. 12.3 Legal or Administrative procedures In the event any administrative or legal proceeding is instituted against either the COUNTY or ATTORNEY relating to the formation, execution, performance, or breach of this Agreement, the COUNTY and ATTORNEY 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; institution of any administrative or legal proceeding shall constitute immediate termination of this Agreement. ATTORNEY agrees to forward copies of all documents in his or her possession related to the matter,which is the subject of this Agreement to COUNTY at the time of filing any administrative or legal proceeding. 12.4 ATTORNEY'S Fees and Costs In the event any administrative proceeding or cause of action is initiated or defended by the COUNTY or ATTORNEY relative to the enforcement or interpretation of this Agreement,the prevailing parry shall be entitled to an award of reasonable attorney's fees, and court costs, as an award against the non-prevailing parry, and shall include reasonable attorney's fees, and court costs in appellate proceedings. 11 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 the usual and customary procedures required by the circuit court. 13. NOTICE REQUIREMENT Any notice required or permitted under this agreement shall be in writing and hand delivered or mailed, postage prepaid, to the other parry by certified mail, returned receipt requested, or via email, to the following: FOR COUNTY County Administrator and County Attorney 1100 Simonton Street PO Box 1026 Key West, FL. 33040 Key West, FL 33040 FOR ATTORNEY Mechanik Nuccio Hearne & Wester P.A. Travis Moore Hearne, Shareholder 3225 S. MacDill Avenue 4317 Tampa, Fl. 33629 travis@floridalandlaw.com 14. GOVERNING LAW AND VENUE 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. Venue for any legal action which may arise out of or under this agreement shall be in Monroe County, Florida. 15. ENTIRE AGREEMENT The entire agreement between the COUNTY and ATTORNEY with respect to the subject matter hereof is contained in this Agreement. This Agreement supersedes all oral and written proposals and communications between the COUNTY and ATTORNEY related to this Agreement. No provision of this Agreement shall be deemed waived, amended or modified by either parry unless such waiver, amendment or modification is in writing and signed by the parry against whom 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. 16. FLORIDA GOVERNMENT-IN-THE-SUNSHINE LAW ATTORNEY agrees that, unless specifically exempted or excepted by Florida law, the provisions of Section 286.011, Florida Statutes, generally require full and public discussion of matters to be voted upon by the Board of County Commissioners. ATTORNEY agrees to consult 12 with the COUNTY ATTORNEY'S office concerning the application of the Sunshine Law from time to time concerning specific circumstances that may arise during the term of this Agreement. 17. FLORIDA PUBLIC RECORDS LAW ATTORNEY agrees that, unless specifically exempted or excepted by Florida, 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. ATTORNEY agrees to consult with the County Attorney'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. Public Records Compliance. ATTORNEY 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. The COUNTY and ATTORNEY 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 the COUNTY and ATTORNEY in conjunction with this contract and related to contract performance. The County shall have the right to unilaterally cancel this contract upon violation of this provision by the ATTORNEY. Failure of the ATTORNEY to abide by the terms of this provision shall be deemed a material breach of this contract and the COUNTY 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. The ATTORNEY is encouraged to consult with its advisors about Florida Public Records Law in order to comply with this provision. Pursuant to F.S. 119.0701 and the terms and conditions of this contract, the ATTORNEY is required to: (1) Keep and maintain public records that would be required by the County to perform the service. (2) Upon receipt from the County's custodian of records,provide the County with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. (3) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the ATTORNEY does not transfer the records to the County. (4) Upon completion of the contract, transfer, at no cost, to the County all public records in possession of the ATTORNEY or keep and maintain public records that would be required by the County to perform the service. If the ATTORNEY transfers all public records to the County upon completion of the contract, the ATTORNEY shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the ATTORNEY keeps and maintains public records upon completion of the contract, the ATTORNEY shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the County, upon request from the County's custodian of records, in a format that is compatible with the information technology systems of the County. 13 (5) A request to inspect or copy public records relating to a County contract must be made directly to the County, but if the County does not possess the requested records, the County shall immediately notify the ATTORNEY of the request, and the ATTORNEY must provide the records to the County or allow the records to be inspected or copied within a reasonable time. If the ATTORNEY does not comply with the COUNTY's request for records, the COUNTY shall enforce the public records contract provisions in accordance with the contract, notwithstanding the COUNTY's option and right to unilaterally cancel this contract upon violation of this provision by the ATTORNEY. An ATTORNEY who fails to provide the public records to the County or pursuant to a valid public records request within a reasonable time may be subject to penalties under section 119.10, Florida Statutes. The ATTORNEY shall not transfer custody,release, alter, destroy or otherwise dispose of any public records unless or otherwise provided in this provision or as otherwise provided by law. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: MONROE COUNTY ATTORNEY'S OFFICE, 1111 12TH ST., SUITE 408, KEY WEST, FL 33040, publicrecords@monroecounty-fl.gov, (305) 292-3470. 18. NO ASSIGNMENTS ATTORNEY shall not assign or subcontract its obligations under this agreement, except in writing and with the prior written approval of the Board of County Commissioners of Monroe County,which approval shall be subject to such conditions and provisions as the Board 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. Unless expressly provided for therein, such approval shall in no manner or event be deemed to impose any additional obligation upon the Board. 19. TERMINATION Either of the parties hereto may terminate this contract without cause by giving the other party fifteen (15)business days written notice of its intention to do so. 19.1 Documents forwarded to COUNTY ATTORNEY agrees to forward to COUNTY along with Notice of Termination or upon receipt of Notice of Termination, depending upon which party terminates the Agreement, copies of all documents in his or her possession of any nature whatsoever related to the ATTORNEY'S representation of COUNTY or obtained due to ATTORNEY'S representation of COUNTY. 14 19.2 Restriction on Communications ATTORNEY agrees not to communicate with the public, including the press, about ATTORNEY's representation of COUNTY in this matter. 20. SEVERABILITY If a term, covenant, condition or provision of this Agreement 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 provision of this Agreement would prevent the accomplishment of the original intent of this Agreement. The COUNTY and ATTORNEY 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. 21. CAPTIONS The captions set forth herein are for convenience of reference only and shall not define, modify, or limit any of the terms hereof. 22. LEGAL OBLIGATIONS AND RESPONSIBILITIES; NON-DELEGATION OF CONSTITUTIONAL OR STATUTORY DUTIES This Agreement is not intended to relieve, nor shall it be construed as relieving, either the COUNTY or ATTORNEY 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 COUNTY, except to the extent permitted by the Florida Constitution, state statutes, case law, and, specifically, the provisions of Chapter 125, Florida Statutes. 23. RECORDS ATTORNEY shall keep such records as are necessary to document the performance of its services as set forth in the agreement and expenses as incurred, and give access to these records at the request of the COUNTY, the State of Florida or authorized agents and representatives of said government bodies. It is the responsibility of ATTORNEY to maintain appropriate records to insure a proper accounting of all collections and remittances in this matter. ATTORNEY shall be responsible for repayment of any and all reasonable audit exceptions which are identified by the Auditor General for the State of Florida, the Clerk of Court for Monroe County, the Board of County Commissioners for Monroe County, or their agents and representatives. 24. MONROE COUNTY CODE ETHICS PROVISION ATTORNEY warrants that he or she has not employed, retained or otherwise had act on his behalf any former COUNTY officer or employee in violation of Section 2 of Ordinance No. 10-1990 or any COUNTY officer or employee in violation of Section 3 of Ordinance No. 10 1990. For breach or violation of this provision the COUNTY may, at its discretion, terminate this 15 Agreement without liability and may also, at its discretion, deduct from the sums owed under the Agreement, or otherwise recover, the full amount of any fee, commission, percentage, gift, or consideration paid to the former or present COUNTY officer or employee. COUNTY employees and officers are required to comply with the standards of conduct 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, and misuse of public position, conflicting employment or contractual relationship, and disclosure of certain information. 25. PUBLIC ENTITY CRIME STATEMENT Florida law provides that person or affiliate who has been placed on the convicted vendor list following a conviction for public entity crime may not submit a bid on an agreement to provide any goods or services to a public entity,may not submit a bid on an agreement with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to public entity, may not be awarded or perform work as a contractor, supplier, sub contractor, or consultant under an agreement with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017, for CATEGORY TWO for a period of thirty-six (36)months from the date of being placed on the convicted vendor list. ATTORNEY warrants the neither ATTORNEY nor any authorized time keeper has been named to the convicted vendor list. 26. ANTI-KICKBACK ATTORNEY warrants that no person has been employed or retained to solicit or secure this Agreement upon any contract or understanding for a commission, percentage, brokerage or contingent fee, and that no employee or officer of the COUNTY has any interest, financially or otherwise, in this Agreement, except as expressly stated herein. For breach or violation of this warranty, the COUNTY shall have the right to annul this agreement without liability or, in its discretion,to deduct any sums to be paid by COUNTY under this Agreement,or otherwise recover, the full amount of such commission,percentage, brokerage or contingent fee. 27. MODIFICATIONS AND AMENDMENTS Any and all modifications and Amendments of the terms of this Agreement shall be in writing and executed by the Board of County Commissioners for Monroe County and by ATTORNEY in the same manner as this Agreement. 28. INDEPENDENT CONTRACTOR At all times and for all purposes hereunder, ATTORNEY is an independent contractor and not an employee of the Board of County Commissioners of Monroe County. No statement contained in this Agreement shall be construed so as to find ATTORNEY or any of the authorized time keepers,to be the employees of the Board of County Commissioners of Monroe County, and they shall be entitled to none of the rights,privileges or benefits of employees of Monroe County. 29. COMPLIANCE WITH LAW In carrying out ATTORNEY'S obligations under this agreement, ATTORNEY shall abide by all statutes, ordinances, rules and regulations pertaining to or regulating the provisions of this 16 Agreement, including those now in effect and hereafter adopted. Any violation of said statutes, ordinances, rules or regulations shall constitute a material breach of this Agreement and shall entitle COUNTY to terminate this Agreement immediately upon delivery of written notice of termination to ATTORNEY. 30. LICENSING ATTORNEY warrants that ATTORNEY and additional time keepers do presently have, shall have prior to commencement of work under this Agreement, and at all times during said work, all required licenses and permits whether federal, state, County or City. 31. NON-DISCRIMINATION ATTORNEY agrees that he or she will not discriminate 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. ATTORNEY 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 1964 (PL 88-352) which prohibits discrimination on the basis of race, color or national origin; 2) Title IX of the Education Amendment of 1972, as amended (20 USC ss. 1681-1683, and 1685- 1686),which prohibits discrimination on the basis of sex; 3) Section 504 of the Rehabilitation Act of 1973, as amended (20 USC s. 794), which prohibits discrimination on the basis of handicaps; 4) The Age Discrimination Act of 1975, as amended (42 USC ss. 6101-6107) which prohibits discrimination on the basis of age; 5) The Drug Abuse Office and Treatment Act of 1972 (PL 92- 255), as amended,relating to nondiscrimination on the basis of drug abuse; 6)The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (PL 91- 616), as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism; 7) The Public Health Service Act of 1912, ss. 523 and 527 (42 USC ss. 690dd-3 and 290ee-3), as amended, relating to confidentiality of alcohol and drug abuse patent records; 8) Title VIII of the Civil Rights Act of 1968 (42 USC s. et seq.), as amended,relating to nondiscrimination in the sale, rental or financing of housing; 9)The Americans with Disabilities Act of 1990(42 USC ss. 12101), as maybe amended from time to time, relating to nondiscrimination on the basis of disability; 10) Monroe County Code Chapter 14, Article II, 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) All requirements imposed by or pursuant to Title 49, Code of Federal Regulations, Department of Transportation, Subtitle A, Office of the Secretary, Part 21, Nondiscrimination in Federally-assisted programs of the Department of Transportation- Effectuation of Title VI of the Civil Rights Act of 1964, and as said Regulations may be amended; and 12) Any other nondiscrimination provisions in any Federal or state statutes which may apply to the parties to, or the subject matter of, this Agreement. 32. 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 COUNTY and ATTORNEY agree that 17 neither the COUNTY nor ATTORNEY 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 under this Agreement. 33. ATTESTATIONS ATTORNEY agrees to execute such documents as the County may reasonably require, to include a Vendor Certification Regarding Scrutinized Businesses, an Affidavit Attesting to Noncoercive Conduct for Labor and Services, and a Foreign Entities Affidavit. 34. COUNTY AUTHORITY This Agreement has been duly noticed at a legally held public meeting conducted in Monroe County, Florida. COUNTY'S performance and obligation to pay under this contract, is contingent upon annual appropriation by the Board of County Commissioners. 35. HOLD HARMLESS AND INSURANCE ATTORNEY certifies that it maintains a minimum professional liability coverage for ATTORNEY and additional time keepers in the amount of $5 Million. ATTORNEY agrees to keep the same amount of coverage or more at all times and to provide proof of said coverage to COUNTY at COUNTY'S request at any time during the term of the Agreement. 36. 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 County Commissioners of Monroe County in his or her individual capacity and no member, officer, agent or employee of the Board of County Commissioners of Monroe 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. 37. 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 COUNTY and ATTORNEY may execute this Agreement by signing any such counterpart. THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK. 18 IN WITNESS WHEREOF,the parties hereto have executed this Agreement on the day and date first written above. p,�}r'�, Y M AAOE COUNTY . ' yr'ir"`��-✓ S� ��•.-.u%acg °3� V. .. .. .. .. .. .. 4::..f,,„.;:r27(..;� ( . BOARD OF COUNTY COMMISSIONERS • : : T : -'77: Ott s,t-: A• yIN MADOK OFMONR, : �� OE COUNTY •. .L:4,77_1,:iii.61:\,:iitt..41!....„,",,,,,,\.\: ,i"y y�J��}:i�a as yw,P ,),i t_H: : i : . ,- : : : :. : : :.. . 0: ::,.i. : ,.: .app : 0 .d.• a i i i : : V.,:\FI—r-;:ifAlli3 "7.:AV.,_-ifti/ : obo.copi.4"yvirk : - - . By: . E iii, ,,,c:,,, ,,t . g L -f .TY``U"Kft�•u"Qaµ'�� •,'..� P � • .. 1 .. .. ' �: a� .:_.-;,� s D . : : I : : - : ' ' : • ' ut Clerk a or .DATE: 1J1Loj2oZ5. . ' MECHANIK NUCCIO HEAR 8c,WESTER, PA, . • : : : • . . Travis Moore Hearne..Es , • Shareholder and Atittiotized Repre0Ontative . :::t .a„ Mil I I lir I.I. • : tom .*, . 19 : Attachment A Letter of Engagement 20 Attachment A MECHANIK NUCCIO HEARNE & WESTER A PROFESSIONAL ASSOCIATION ATTORNEYS AND COUNSELORS AT LAW W. GREGORY GOLSON CANNON L. HEARNE MAILING ADDRESS: FRANK L. HEARNE 3225 S. MacDill Avenue#317 TRAVIS MOORE HEARNE Tampa, Florida 33629 DAVID M. MECHANIK TEL: (813)276-1920 VINCENT L. NUCCIO,JR. WILLIAM R. PAUL FAX: (813)276-1560 ALLISON DICUS THOMPSON E-MAIL:travis@floridalandlaw.com JOHN B. NEUKAMM, Of Counsel www.floridalandlaw.com J. MEREDITH WESTER, Retired April 11, 2025 Bob Shillinger, Esq. County Attorney Monroe County Attorney's Office 1111 121h St., Suite 408 Key West, FL 33040 Shillinger-Bob@monroecounty-fl.gov (305) 292-3470 Re: Monroe County,Florida/Legal Representation &Institutional Controls Regarding ERIC_7416/Joe London Fire Training Academy Dear Bob: We are pleased that you have agreed to retain Mechanik Nuccio Hearne & Wester, P.A. ("Mechanik Nuccio') as counsel to represent Monroe County, Florida ("you" or the "Client") in the matters described under Nature of Engagement below. Pursuant to this agreement, you are retaining Mechanik Nuccio for the limited task of preparing and implementing for the site named above institutional and/or engineering controls pursuant to rules and guidance promulgated by the Florida Department of Environmental Protection ("FDEP"). Pursuant to our discussions with Joe Marsh of Stantec("Stantec"), our invoices for this matter will be sent to and may be paid directly by Stantec. We wish to emphasize that for purposes of this Agreement, Stantec is considered a non-client third party payor on behalf of the Client and that our execution of this Agreement establishes an attorney-client relationship between our law firm and the Client. This Agreement does not establish and attorney-client relationship between our law firm and Stantec.Your execution of this Agreement constitutes your informed consent pursuant to Rule 4.18(f)of the rules regulating the Florida Bar to Stantec's payment of our law firm's legal invoices. Notwithstanding anything to the contrary in this Agreement, our firm's total invoices shall not exceed $22,100.00 (the "Approved Budget"), which amount was set forth in the January 6, 2025 Cost Proposal, without prior written approval by the Client,which approval may be given by Stantec on the Client's behalf. The Approved Budget reflects a best estimate of the costs of the services required; however, given the unpredictability and influence of the positions and actions of third parties, including FDEP, we cannot guarantee that the institutional controls can be implemented and site closure achieved within the Approved Budget. MNHW/Monroe County/Legal Services Agreement April 11,2025 Page 2 The Florida Bar encourages the use of written agreements to avoid possible misunderstandings concerning the nature of the engagement and the basis of payment for the legal services to be rendered. Accordingly, the proposed terms of our representation are outlined below for your review and approval. This letter and the enclosed Mechanik Nuccio Standard Terms and Conditions Addendum (the "Addendum') describe the basis on which our law firm will provide legal services to the Client and bill for those services. This letter and the Addendum will govern the work to be performed by us with respect to the above matter,as well as all other legal work(and related costs) accomplished by Mechanik Nuccio for the Client, unless a different fee and cost arrangement for such work is agreed upon in writing by the parties. 1. Nature of Eneagement: You have engaged Mechanik Nuccio to assist the Client in the limited task of preparing and implementing for the site named above institutional and/or engineering controls pursuant to rules and guidance promulgated by the Florida Department of Environmental Protection FDEP. This letter is intended to apply to both the above initial tasks as well as (a) any resulting additional tasks we perform(such as negotiation of various agreements and other transaction assistance),and(b)any other matters for which you request our assistance and we agree to undertake. In each assignment,we will strive to perform our services for you effectively and efficiently. Any advice that we may provide to you will be based upon our professional judgment. 2. Fees and Attorneys Providing Services: In charging for our services in the above-referenced matters, we will consider all of the factors outlined in the Rules of Professional Conduct which govern Florida lawyers, and we will identify and analyze all factors that we consider relevant and necessary to measure the fair and reasonable value of our services.These include the time and labor required,the novelty and difficulty of the legal issues, the skill required to properly perform the services, any time limitations imposed under the circumstances, the amount involved, and the results obtained. We record all time required to perform our services, and hourly rates are applied to the recorded time in our billing process. Unless we agree otherwise, the Mechanik Nuccio fees will be calculated by multiplying the time spent in performing the work during the period covered by the invoice, by the established hourly rates of Mechanik Nuccio personnel who performed that work. Our current hourly rates for this matter for the attorneys who are expected to be doing most of the work on the initial assignment are as follows: Travis Moore Hearne(Shareholder) -$325.00 Cannon L. Hearne(Associate) - $250.00 Susan M. Merritt(Paralegal) - $125.00 Our rates are subject to change annually. We are happy to discuss with you any questions you may have concerning our fees or the basis of our charges.We expect our clients to be satisfied with both the services we perform and the reasonableness of our billings. Please let us know if for any reason you do not find our performance or our charges to be satisfactory. 3. Costs and Expenses: Any out-of-pocket expenses (such as special telephone charges, extensive photocopying, special mailing or air courier charges,filing fees, etc)will be separately itemized on our statements.We also may forward certain cost bills to you for payment directly to the vendor. 4925-9895-6572,v. 1 MNHW/Monroe County/Legal Services Agreement April 11,2025 Page 3 4. Submission and Payment of Statements: Mechanik Nuccio generally submits statements for services rendered plus costs advanced on a monthly basis, with the statements to be paid in full within thirty (30) days after receipt. We will e-mail our invoices to Stantec and copy you unless you tell us that you prefer that we send them by U.S. mail service. Any statement not paid when due will bear interest at the rate of 1% percent per month for each month the statement remains unpaid. In the event that any statement is not paid in full within thirty (30) days after receipt, Mechanik Nuccio will have the option to withdraw from this representation. 5. Retainer: Given the nature of this engagement, we are waiving the requirement of any new or additional retainer in this matter. We reserve the right to request additional retainers from time to time in the future. 6. Conflicts: At this time, we are not aware of any conflict of interest involving our representation of each of you in the matters described above under Nature of Engagement.In the event that we discover a conflict of interest in the future, we intend to notify you immediately in order to determine whether we can proceed with our representation or whether it would have to be terminated. This letter constitutes the "Accompanying Letter"described in the Addendum, and, together with the Addendum, constitutes the arrangement upon which we have agreed to undertake representation of the legal matters described in this letter. Please review all such terms and conditions. If the arrangement described in this letter and the Addendum meets with your approval, please sign below and also at the bottom of page 3 of the Addendum, and then return to me a fully signed copy of the complete letter (including the Addendum). After you sign and return this letter (including the signed Addendum), if you need our Form W-9,please send an email request for it to: mnhwLa)floridalandlaw.com. Very truly yours, Mechanik Nuccio Hearne &Wester,P.A. By: Travis Moore Hearne, Esq., Shareholder Enclosure: Mechanik Nuccio Standard Terms and Conditions Addendum APPROVED AND AGREED to as of the day of 2025 by the undersigned. MONROE COUNTY,FLORIDA Signature Print Name: Title: 4925-9895-6572,v. 1 Mechanik Nuccio Standard Terms and Conditions Addendum This Addendum sets forth the standard terms and conditions upon which Mechanik Nuccio Hearne & Wester, P.A. ("Mechanik Nuccio") provides legal services to its clients and bills for those services. This Addendum accompanies a letter (the "Accompanying Letter") addressed to a party or parties (collectively, with those identified therein as being represented by Mechanik Nuccio, referred to as the "Client") who has or have agreed to become obligated to Mechanik Nuccio for the payment of all fees charged and costs incurred by Mechanik Nuccio (collectively, the "Financial Obligations"). This Addendum and the Accompanying Letter comprise the entire agreement between the Client and Mechanik Nuccio with regard to the Financial Obligations and may not be modified or amended by past or future oral statements or by course of conduct,but only pursuant to a writing signed by the Client and Mechanik Nuccio. L Professional Undertaking: An attorney of Mechanik Nuccio who has signed the Accompanying Letter (the "Attorney in Charge") will have primary responsibility for the representation of the Client, and may, in his or her discretion,utilize the services of other attorneys and legal assistants in Mechanik Nuccio to assist in performing the work.If at any time the Client has any questions concerning the utilization of other attorneys or legal assistants,or any other matters,the Client should contact the Attorney in Charge. If the Client includes a legal entity,Mechanik Nuccio's representation of that entity does not by itself make any of that entity's constituent members (e.g.,partners, members, shareholders or beneficiaries) clients of Mechanik Nuccio,nor does it signify that Mechanik Nuccio, either directly or indirectly,owes any professional duty to any of those constituent members, notwithstanding that any such constituent member may be referred to herein by the defined term "Client" for the specific purposes such term is used herein, including (without limitation) the individual responsibility for payment of the Client's Financial Obligations to Mechanik Nuccio as an Additional Responsible Party as described in Paragraph 6 below. Consequently,Mechanik Nuccio shall not be required to withdraw from representing a legal entity included as part of the Client in the event that such representation is,or might become,adverse to the individual interests of any of that entity's constituent members. 2. Employment of Outside Professionals: In the event Mechanik Nuccio deems it necessary to employ additional professionals with specialized skills (e.g., investigators, surveyors, appraisers, environmental consultants, expert witnesses),then, after consultation with and consent from the Client,additional professionals may be employed by Mechanik Nuccio either in the name of the Client or,in the discretion of Mechanik Nuccio,in the name of Mechanik Nuccio. In either event,the Client will be responsible to pay the fees of such professionals upon being invoiced by Mechanik Nuccio or by such professionals for those fees. Reimbursement of Mechanik Nuccio by the Client for such invoices paid by Mechanik Nuccio will be subject to the provisions of Paragraph 5 of this Addendum. 3. Billings: The Finn's invoices are generally prepared and mailed during the month following the month in which services that it covers are rendered and the expenses and costs that it covers are reported in Mechanik Nuccio's books. Each invoice is payable in full upon receipt.Failure to question any invoice in writing within thirty(30)days after receiving it will be considered an approval and acceptance of that invoice. In the event Mechanik Nuccio receives a payment from the Client at a time when more than one invoice is outstanding on any one or more matters, Mechanik Nuccio will apply that payment to any such open invoice, unless the payment is accompanied by the remittance copy of the invoice being paid or some other written indication from the Client directing how the payment is to be applied. When in the course of or at the conclusion of the representation Mechanik Nuccio receives money on the Client's behalf, such as a money judgment or settlement or the closing of a transaction,Mechanik Nuccio will be entitled,at its option,to pay Mechanik Nuccio's outstanding invoices from such monies. Similarly,if attorneys' fees are awarded to the Client and are paid by the other party involved,the Client hereby assigns its right to receive those fees to Mechanik Nuccio as payment towards the Financial Obligations owed to Mechanik Nuccio. 46 Late Pavments, Costs of Collection, and Partial Invalidity: Because Mechanik Nuccio has ongoing overhead expenses and cost of funds, a monthly late charge is added for late payments of fees and costs. On the first day of each month the balance of any invoice then unpaid for more than one(1)month will be subject to a late charge of one percent (1%)per month,whether or not that charge appears on Mechanik Nuccio's invoices to the Client. That rate may be adjusted from time to time. In the event that it is necessary to institute legal proceedings to collect Mechanik Nuccio's fees and costs, Mechanik Nuccio will also be entitled to recover reasonable attorneys' fees, paralegal fees, and charges and other costs of collection, even if such services and costs are provided by Mechanik Nuccio. Any provision of this Addendum which is unenforceable or invalid or the inclusion of which would adversely affect the validity, legality, or enforcement of this Addendum shall be of no effect,but all the remaining provisions of this Addendum shall remain in full force and effect. Addendum Page 2 5 Omitted. 6. Responsibility for Pavment:The Client will be responsible to Mechanik Nuccio for all Financial Obligations arising out of the services rendered by Mechanik Nuccio to the Client. However, when Mechanik Nuccio is engaged to represent entities (whether currently existing or newly created) that are closely held,whose principal assets are leveraged,to be leveraged,are not readily marketable,or the continued existence or value of which depends on the services that Mechanik Nuccio is being engaged to provide, Mechanik Nuccio may seek to avoid any potential credit or payment difficulties by requiring individuals that are involved in the ownership of such entities to assume responsibility,on a joint and several basis, for the Financial Obligations owed by the Client to Mechanik Nuccio(the "Additional Responsible Parties").The Client(and the Additional Responsible Parties, if any) shall be jointly and severally liable for the Financial Obligations of the Client and for all services rendered to any entity affiliated with the Client for which Mechanik Nuccio is asked to provide services. If Mechanik Nuccio is required to testify, produce documents or respond to other requests in connection with proceedings commenced by third parties that relate to Mechanik Nuccio's representation of the Client, the Client (and the Additional Responsible Parties, if any) shall be liable for the reasonable fees and costs incurred by MechanikNuccio. 7. Credit Checks: The Firm may, at its sole option,conduct a credit investigation,including but not limited to requesting a consumer report or an investigative consumer report (a "Credit Check"),on the Client and any of the Additional Responsible Parties.By execution and delivery of the Accompanying Letter,the Client and the Additional Responsible Parties, if any,hereby individually and collectively authorize Mechanik Nuccio to undertake such Credit Checks. 8 Client Expectations: Unless Mechanik Nuccio has agreed otherwise in a writing signed by the Attorney in Charge, the Client's responsibility for payment of its Financial Obligations will not be contingent or in any way dependent upon the outcome of the representation or the results obtained.Since the fees and costs relating to this matter are not predictable, any estimate of fees and costs that may have been discussed represents only an estimate.Unless otherwise agreed by Mechanik Nuccio in writing,Mechanik Nuccio makes no commitment to the Client concerning the maximum fees and costs that will be necessary to resolve or complete this matter. Although the merits of the Client's position may be emphasized and optimism concerning the likelihood of success may be expressed,the Client understands that legal matters frequently take courses that cannot be anticipated and can have outcomes that cannot be predicted.Accordingly,the Client acknowledges that no guarantees have been given by Mechanik Nuccio and that no statements made by any person on behalf of Mechanik Nuccio may be relied upon by the Client concerning the outcome of any matter. 9 Title Insurance: If the transaction for which the Client has retained Mechanik Nuccio requires the issuance of a title insurance policy, Mechanik Nuccio may issue the policy and commitment therefor as agent of the title insurance company. If the cost thereof is to be paid by the Client, the title insurance premiums charged by Mechanik Nuccio for the issuance of any such commitment or policy will be based upon the minimum premium rate promulgated by the State of Florida Insurance Commissioner. The Firm is an agent for many title insurance companies and may act as agent for the title company issuing title insurance in the Client's transaction.As is standard with all title insurers in Florida,Mechanik Nuccio will receive a percentage of the premium,as agent for the title insurance company. Sums received by Mechanik Nuccio for acting as agent for a title insurer are in addition to,and not in lieu of,Mechanik Nuccio's standard fees as described in this Addendum. la Choice of Law, Venue and Forum Selection: This Addendum and the Accompanying Letter will be governed and construed under Florida law. The Firm, the Client, and the Additional Responsible Parties, if any, do hereby agree and consent that the state and federal courts situated in Monroe County, Florida, will have exclusive jurisdiction to adjudicate any claim, dispute or controversy of any nature arising out of or relating to this Addendum, the Accompanying Letter or the legal services provided pursuant thereto. 11 Termination: Every Client has the right to terminate Mechanik Nuccio's representation at any time and for any reason. Mechanik Nuccio has the same right, and under certain circumstances it may be required to terminate its representation of the Client, upon reasonable notice to the Client. Among the reasons for which Mechanik Nuccio may terminate are: (i) nonpayment or repeated late payment of the Client's Financial Obligations to Mechanik Nuccio after the Client has been notified that Mechanik Nuccio intends to withdraw unless such Financial Obligations are paid timely, (ii)the Client's breach or failure to comply with the terms of Mechanik Nuccio's engagement,including the provisions of the Accompanying Letter or this Addendum, (iii) the Client's failure or refusal to be forthright, cooperative and supportive of Mechanik Nuccio's efforts, (iv) the Client's misrepresentation of, or failure or refusal to disclose facts to Mechanik Nuccio which Mechanik Nuccio deems necessary for,or relevant to,the engagement, (v) the Client's refusal to accept or implement Mechanik Nuccio's advice, (vi) the Client's persistence in pursuing, or having Mechanik Nuccio pursue, an objective which Mechanik Nuccio considers to be criminal, fraudulent, actionable,repugnant or imprudent, (vii) discovery of a conflict with another client of Mechanik Nuccio,and(viii) any other reason permitted or required under the Rules of Professional Conduct 4925-9895-6572,v. 1 Addendum Page 3 that govern the legal profession in Florida.Upon termination of the engagement,either by Mechanik Nuccio or by the Client, the Client must sign all papers and documents which Mechanik Nuccio believes necessary to accomplish its withdrawal from the representation. Regardless of when or by whom the representation is terminated, and until such time as all outstanding Financial Obligations which are owed to the firm (whether billed or unbilled)have been paid in full: (a) Mechanik Nuccio reserves the right,to the extent permitted by law,to retain all of our files concerning the Client and to hold all documents,monies,or other property of the Client then in our possession;and (b) Mechanik Nuccio will have a lien, to the extent permitted by law, on all judgments, awards, damages or other assets or the proceeds thereof and all other monies which are recoverable or distributable to the Client as a result of any settlement,compromise, or court award then or thereafter obtained or achieved on its behalf in the matter whether by Client, by Mechanik Nuccio,or by any other attorneys who may succeed us in the matter. 12 Federal Tax Advice:The United States Treasury Department has issued certain Regulations (the "Treasury Regulations") governing our ability to render written advice on federal tax issues,which includes the federal tax treatment of an item of income, gain, loss, deduction or credit, the existence or absence of a taxable transfer of property, or the value of property for federal tax purposes. During the course of our representation of you, Mechanik Nuccio may provide you, from time to time,with written advice regarding federal tax issues.This written advice may include letters,e-mails,or memoranda. Please note that as a result of the Treasury Regulations,any written advice provided to you may not be used or relied upon by you for the purpose of(i)avoiding tax-related penalties that may be imposed by the Internal Revenue Service,or(ii)promoting, marketing,or recommending to another party any tax-related matters addressed herein,unless the author of such advice should specifically provide in writing that it is intended to be a"reliance opinion"or a"covered opinion" as such terms are defined under applicable Treasury Regulations. 13. Document and Record Status and Retention: Some documents and records relating to our representation of you belong to us (such as our administrative records, time and expense reports, billing and accounting records,personnel materials, document drafts, notes, internal memoranda, and our other internal records). Materials that belong to you ("Client Materials") include only (a) materials that you supply to us, and(b)the final version of documents you retain us to create (including executed and intended final forms of contracts, pleadings, trusts, offering documents, applications, questionnaires, analyses, and documents of that nature). You are entitled to receive any Client Materials in our possession upon your written request to us,subject only to your prior satisfaction in full of your Financial Obligations to us.However,you agree by your execution of this Addendum and the Accompanying Letter that Mechanik Nuccio may elect to destroy the Client Materials after six(6)years from the date on which time was last billed to the applicable matter. If we subsequently agree to transfer, destroy, or return any materials or records in a manner that is not in accordance with this Addendum and the Accompanying Letter(an "Exceptional Request'),you further agree to pay(i)our time charges involved at a rate of$200 per hour for the time each person involved in satisfying such Exceptional Request spends in doing so,plus (ii) any verified other related expense we incur in doing so. [SIGNATURE BLOCK APPEARS BELOW] 4925-9895-6572,v. 1 Addendum Page 4 This Addendum is approved and agreed to as of the day of 2025 by the undersigned. MONROE COUNTY,FLORIDA Signature Print Name: Title: 4925-9895-6572,v. 1 FOREIGN ENTITIES AFFIDAVIT F.S. 287.138 I. "Travis M. Hearne, according to law on my oath, and under penalty of perjury, depose and say that: a. I am Travis M. Hearne, Esq., of the firm of Mechanik Nuccio Hearne & Wester, P.A., ("Entity"), the author of the proposal dated January 6, 2025, and titled "Monroe County, Florida / Cost Proposal for Environmental Legal Services Regarding Institutional Controls at ERIC 7416 / Joe London Fire 'Training Academy / Marathon, Florida," and that I executed the said proposal with full authority to do so; b. In accordance with section 287.138, Florida Statutes,the Entity is not owned by the government of a Foreign Country of Concern, as that term is defined in F.S. 287.138, is not organized under the laws of nor has its Principal Place of Business in a Foreign Country of Concern, and the government of a I-oreign Country of Concern does not have a Controlling Interest in the entity. C. The statements contained in this affidavit are true and correct, and made with full knowledge that Monroe County relies upon the truth of the statements contained in this affidavit in awarding contracts for said project. (Signature) Date: 04/14/2025 STATE OF: Florida COUNTY OF: Pasco Subscribed and sworn to (or affirmed) before me, by means of❑ physical presence or X online notarization, on 04/14/2025 by Travis Moore Hearne. He is personally known to me. L�JP.�,tc /vf• . Notary Public State of Florida NOTARY PUBLIC Susan M Merritt AlmMy Commission NH 347417 Expires 1/3012027 My Commission Expires: /f 3 D-�0a-7 r4� VENDOR CERTIFICATION REGARDING SCRUTINIZED COMPANIES LISTS Project Description(s):Assist with environmental closure of fire fighting facility Respondent Vendor Name: Mechanik Nuccio Hearne &Wester, P.A. Vendor FEIN: 65-0641376 Vendor's Authorized Representative Name and Title: Travis Moore Hearne, Shareholder Address: 3225 S. MacDill Avenue 4317 City: Tampa State: FL Zip: 33629 Phone Number: 813-276-1920 Email Address: travis@floridalandlaw.com Section 287.135, Florida Statutes prohibits a company from bidding on, submitting a proposal for, or entering into or renewing a contract for goods or services of any amount if, at the time of contracting or renewal,the company is on the Scrutinized Companies that Boycott Israel List,created pursuant to Section 215.4725, Florida Statutes, or is engaged in a Boycott of Israel. Section 287.135, Florida Statutes, also prohibits a company from bidding on, submitting a proposal for,or entering into or renewing a contract for goods or services of$1,000,000 or more, that are on either the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector Lists which were created pursuant to s.215.473,Florida Statutes,or is engaged in business operations in Cuba or Syria. As the person authorized to sign on behalf of Respondent, I hereby certify that the company identified above in the Section entitled "Respondent Vendor Name" is not listed on the Scrutinized Companies that Boycott Israel List or engaged in a boycott of Israel and for Projects of$1,000,000 or more is not listed on either the Scrutinized Companies with Activities in Sudan List,the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or engaged in business operations in Cuba or Syria. I understand that pursuant to Section 287.135, Florida Statutes,the submission of a false certification may subject company to civil penalties, attorney's fees, and/or costs. I further understand that any contract with the County may be terminated, at the option of the County, if the company is found to have submitted a false certification or has been placed on the Scrutinized Companies that Boycott Israel List or engaged in a boycott of Israel or placed on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List or been engaged in business operations in Cuba or Syria. Certified By: Travis Moore Hearne,who is authorized to sign on behalf of the above referenced company. Authorized Signature: Print Name: Travis Moore Hearne Title: Shareholder Note: The List are available at the following Department of Management Services Site: :11 .1�Ilus. Ilu✓i�ora la.co�ul6u.us ss gppeEgtions/sLite „P1.11g it! /vendor nformgh'on/conv� 'cte ;.-„sgs, yeL ed d scriini Bator _coin aia��ts vendor fists AFFIDAVIT ATTESTING TO NONCOERCIVE CONDUCT FOR LABOR OR SERVICES Entity/Vendor Name: Mechanik Nuccio Hearne 8v Wester, P.A. Vendor FEIN: 65-0641376 Vendor's Authorized Representative: Travis Moore Hearne, Esq., Shareholder (Name and Title) Address: 3225 S. MacDill Ave #317 City: Tampa State: FL Zip: 33629 Phone Number: 813-276-1920 Email Address: travis@floridalandlaw.com As a nongovernmental entity executing, renewing, or extending a contract with a government entity, Vendor is required to provide an affidavit under penalty of perjury attesting that Vendor does not use coercion for labor or services in accordance with Section 787.06, Florida Statutes. As defined in Section 787.06(2)(a), coercion means: 1. Using or threating to use physical force against any person; 2. Restraining, isolating, or confining or threating to restrain, isolate, or confine any person without lawful authority and against her or his will; 3. Using lending or other credit methods to establish a debt by any person when labor or services are pledged as a security for the debt, if the value of the labor or services as reasonably assessed is not applied toward the liquidation of the debt, the length and nature of the labor or service are not respectively limited and defined; 4. Destroying, concealing, removing, confiscating, withholding, or possessing any actual or purported passport, visa, or other immigration document, or any other actual or purported government identification document, of any person; 5. Causing or threating to cause financial harm to any person; 6. Enticing or luring any person by fraud or deceit; or 7. Providing a controlled substance as outlined in Schedule I or Schedule II of Section 893.03 to any person for the purpose of exploitation of that person. As a person authorized to sign on behalf of Vendor, I certify under penalties of perjury that Vendor does not use coercion for labor or services in accordance with Section 787.06. Additionally, Vendor has reviewed Section 787.06, Florida Statutes, and agrees to abide by same. Certified By: Travis Moore Hearne, who is authorized to sign on behalf of the above referenced company. Authorized Signature: Print Name: Travis Moore Hearne Title: Shareholder A XL Insurance F Regulatory Office Dept: Regulatory 505 Eagleview Blvd., Suite 100 Exton, PA 1 9341-1 1 20 Telephone: 800-688-1840 Insurance Company Providing Coverage: Greenwich Insurance Company LAWYERS PROFESSIONAL LIABILITY INSURANCE POLICY DECLARATIONS POLICY NO.: LPP903384608 RENEWAL OF: LPP903384607 THIS IS A CLAIMS MADE AND REPORTED POLICY. THIS POLICY APPLIES ONLY TO CLAIMS FIRST MADE AGAINST THE INSURED DURING THE POLICY PERIOD. THE CLAIM MUST BE REPORTED IN WRITING TO THE INSURER DURING THE POLICY PERIOD OR DISCOVERY PERIOD, IF APPLICABLE. CLAIM EXPENSES ARE WITHIN AND REDUCE THE LIMIT OF LIABILITY. PLEASE REVIEW THIS POLICY CAREFULLY. Terms appearing in bold are defined in the Policy. Item 1. Named Insured: MECHANIK, NUCCIO, HEARNE &WESTER, PA Mailing Address: 305 SOUTH BOULEVARD City, State, Zip: TAMPA, FL 33606 Item 2. Policy Period: From: August 12, 2024 To: August 12, 2025 12:01 A.M. Standard Time at the address of the Named Insured as stated Item 1. Item 3. Limit of Liability: A. each Claim $ 5,000,000 APPROVED BY RISK MANAGEMENT B. in the Aggregate $ 5,000,000 By 'BATE 05/02 2025 Item 4. Deductible Amount: $ 35,000 each Claim WAIVER NIA X YES $ N/A in the Aggregate Item 5. Predecessor Firm(s): Mechanik, Nuccio, Williams, Hearne &Wester, PA; Mechanik, Nuccio, Bentley, Wil Mechanik, Nuccio, Williams, Hearne &Wester, PA; Mechanik, Nuccio, Bentley, Williams, Hearne &Wester, PA; Mechanik, Nuccio, Bentley, Williams, & Hearne, PA;Mechanik Nuccio Bently&Williams, P.A.; Mechanik, Nuccio, Bentley, Smith &Williams, PA; Mechanik Nuccio Smith &Williams, P.A.; Mechanik & Nuccio, PA; Mechanik, Davis & Nuccio, PA; Mechanik & Da vis, P.A. PLLD 002 0719 ©2019 X.L. America, Inc. All Rights Reserved. Page 1 of 2 May not be copied without permission. Item 6. Premium Development: Premium: $ 78,189.00 Surcharges and Taxes (per attached schedule, if any): $ 781.89 Total Premium, Surcharges and Taxes: $ 78,970.89 Item 7. Retroactive Date: February 1, 1996 Item 8. Endorsements Applicable to Coverage at Inception of Policy: Endorsement Endorsement Form Endorsement Title Number Number PLLD 050 0717 Lawyers Professional Liability Insurance Policy PN CW 02 0119 Privacy Policy PN CW 05 0519 U.S. Treasury Department's Office Of Foreign Assets Control ("OFAC") PN FL 03 0524 Florida Notice (Complaint) PN CW 01 0123 Fraud Notice NTD 014 0116 Identifying and Addressing Potential Conflicts of Interest IL MP 9104 0124 GIC In Witness - Greenwich Insurance Company Endorsement No. PLLD 100-FL 0717 Florida Changes 001 Endorsement No. PLLD 480 0717 Limited Career Coverage - Specified Lawyers 002 Endorsement Endorsement No. PLLD 614 0422 Absolute Cyber Exclusion 003 Item 9. Notices To Be Sent To: Report a Claim All Other Notices AXA XL Claims AXA XL Claims P.O. Box 211547 P.O. Box 211547 Dallas, TX 75211 Dallas, TX 75211 Email: roclaimnewnotices(o)a a i.com Email: roclaimnewnotices(a)a a i.com Item 10. Producer Name: Risk Avoidance Managers, Inc. Mailing Address: Po Box 55038 City, State, Zip: Saint Petersburg, FL 337325038 This Policy shall not be valid unless signed by a duly authorized representative of the Insurer. h ew�„ q Authorized Representative PLLD 002 0719 ©2019 X.L. America, Inc. All Rights Reserved. Page 2 of 2 May not be copied without permission. IN WITNESS GREENWICH INSURANCE COMPANY REGULATORY OFFICE 505 EAGLEVIEW BOULEVARD, SUITE 100 DEPARTMENT: REGULATORY EXTON, PA 19341-1120 PHONE: 800-688-1840 It is hereby agreed and understood that the following In Witness Clause supercedes any and all other In Witness clauses in this policy. All other provisions remain unchanged. IN WITNESS WHEREOF, the Company has caused this policy to be executed and attested, and, if required by state law, this policy shall not be valid unless countersigned by a duly authorized representative of the Company. krtf&',L"� 7�w 5. � Lucy Pilko Toni Ann Perkins President Secretary IL MP 9104 0124 GIC ©2024 X.L.America, Inc. All rights reserved. May not be copied without permission. ENDORSEMENT#001 This endorsement, effective 12:01 a.m., August 12, 2024 forms a part of Policy No. LPP903384608 issued to MECHANIK, NUCCIO, HEARNE &WESTER, PA by Greenwich Insurance Company. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. FLORIDA CHANGES This endorsement modifies insurance provided under the following: LAWYERS PROFESSIONAL LIABILITY INSURANCE POLICY In consideration of the premium charged, it is hereby understood and agreed that the Policy is amended as follows: I. Section III. DEFINITIONS, Item F. Damages is deleted in its entirety and replaced with the following: F. Damages means a monetary judgment, award or settlement, including any pre-judgment or post judgment interest, and any punitive or exemplary damages if insurable under the applicable law most favorable to the insurability of punitive or exemplary damages. Damages do not include: 1. Fines, sanctions, penalties or taxes, including but not limited to awards under 28 U.S.C. § 1927, the Federal Rules of Civil Procedure, or state or municipal counterparts to any of the foregoing; 2. Legal fees, costs and expenses previously paid by the claimant, or retained or possessed by an Insured,whether claimed by way of disgorgement of fees, restitution of specific funds, forfeiture, financial loss or otherwise; 3. Injuries that are, in whole or in part, a consequence of the injuries described in Sections F.1 or F.2 above; 4. Punitive or exemplary damages in Florida or if punitive or exemplary damages are deemed uninsurable under applicable law, and the multiplied portion of any multiplied damages award; or 5. Claim Expenses. II. Section X. GENERAL CONDITIONS is amended to include the following additional conditions: Payment of Judgment Against Insurer 1. Every judgment or decree for the recovery of money entered in any of the courts of this state against any authorized insurer shall be fully satisfied within sixty (60) days from and after the entry thereof or, in the case of an appeal from such judgment or decree, within sixty (60)days from and after the affirmance of the same by the appellate court. PLLD 100-FL 0717 ©2017 X.L. America, Inc. All Rights Reserved. Page 1 of 2 May not be copied without permission. 2. If the judgment or decree is not satisfied as required under subsection 1., and proof of such failure to satisfy is made by filing with the office a certified transcript of the docket of the judgment or decree together with a certificate by the clerk of the court wherein the judgment or decree was entered that the judgment or decree remains unsatisfied, in whole or in part, after the time aforesaid, the office shall forthwith revoke the Insurer's certificate of authority. The office shall not issue to such Insurer any new certificate of authority until the judgment or decree is wholly paid and satisfied and proof thereof filed with the office under the official certificate of the clerk of the court wherein the judgment was recovered, showing that the same is satisfied of record, and until the expenses and fees incurred in the case are also paid by the Insurer. Timely Payment of Settlement In any case in which a person and an Insurer have agreed in writing to the settlement of a claim, the Insurer shall tender payment according to the terms of the agreement no later than twenty (20) days after such settlement is reached. The tender of payment may be conditioned upon execution by such person of a release mutually agreeable to the Insurer and the claimant, but if the payment is not tendered within twenty (20)days, or such other date as the agreement may provide, it shall bear interest at a rate of twelve percent (12%) per year from the date of the agreement; however, if the tender of payment is conditioned upon the execution of a release, the interest shall not begin to accrue until the executed release. III. Section XI. SERVICE OF SUIT is deleted in its entirety and replaced with the following: XI. SERVICE OF SUIT If the Insurer fails to pay any amount claimed to be due under this Policy, the Insurer, at the request of any of the Insureds, shall submit to the jurisdiction of any court of competent jurisdiction within the United States, and shall comply with all requirements necessary to give such court jurisdiction. Nothing in this Clause constitutes or should be understood to constitute a waiver of the Insurer's rights to commence an action in any Court of competent jurisdiction in the United States, to remove an action to a United States District Court, or to seek a transfer of a case to another Court as permitted by the laws of the United States or of any State in the United States. The Insurer hereby designates the Chief Financial Officer of the State of Florida at the Department of Financial Services or similar officer specified by law for that purpose, or his or her successor or successors in office, as its true and lawful attorney upon whom may be served any lawful process in any action, suit or proceeding instituted by or on behalf of any Insured under the Policy. Upon receipt of process lawfully served, that official may mail such process to Claim Manager - Professional Liability at the address stated on the Declarations. All other terms, conditions and exclusions of this Policy remain unchanged. PLLD 100-FL 0717 ©2017 X.L. America, Inc. All Rights Reserved. Page 2 of 2 May not be copied without permission. ENDORSEMENT#002 This endorsement, effective 12:01 a.m., August 12, 2024 forms a part of Policy No. LPP903384608 issued to MECHANIK, NUCCIO, HEARNE &WES TER, PA by Greenwich Insurance Company. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. LIMITED CAREER COVERAGE — SPECIFIED LAWYERS ENDORSEMENT This endorsement modifies insurance provided under the following: LAWYERS PROFESSIONAL LIABILITY INSURANCE POLICY In consideration of the premium charged, it is hereby understood and agreed that the Policy is amended as follows: I. Section III. DEFINITIONS, Item I. Insured, Paragraph 3., is deleted in its entirety and replaced with the following: 3. Any natural person who: a. Is the sole owner of, or is or was a partner in, the Named Insured or a Predecessor Firm; b. Was or is a member of the board of managers, director, executive officer, or shareholder of the Named Insured or Predecessor Firm; C. Was or is an employed lawyer or other employee of the Named Insured or Predecessor Firm; or d. Was or is an Independent Contractor or Of Counsel attorney; provided that such person, other than any Specified Person shown below, is acting within the scope of their duties on behalf of the Named Insured or Predecessor Firm. II. Section X. GENERAL CONDITIONS, Item D. Other Insurance, is amended to include the following paragraph at the end of the Section. However,this Policy will not apply to any Claim against any Specified Person shown below if other insurance for such Claim is available to such Specified Person. This Policy will not be subject to the terms of any other insurance. In addition,the Retroactive Date set forth below with respect to each Specified Person shall apply to such Specified Person in lieu of the Retroactive Date set forth in Item 7. of the Declarations, if applicable. Specified Person(s) Retroactive Date Frank L Hearne 01/01/82 David M. Mechanik 01/01/77 Vince Nuccio 01/01/77 All other terms, conditions and exclusions of this Policy remain unchanged. PLLD 480 0717 ©2017 X.L. America, Inc. All Rights Reserved. Page 1 of 1 May not be copied without permission. ENDORSEMENT#003 This endorsement, effective 12:01 a.m., August 12, 2024 forms a part of Policy No. LPP903384608 issued to MECHANIK, NUCCIO, HEARNE &WESTER, PA by Greenwich Insurance Company. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ABSOLUTE CYBER EXCLUSION This endorsement modifies insurance provided under the following: LAWYERS PROFESSIONAL LIABILITY INSURANCE POLICY In consideration of the premium charged, it is hereby agreed and understood that: I. Section IV. EXCLUSIONS is amended to include the following new exclusions: Based on or arising out of any actual or alleged loss, damage, liability, claim, fine, penalty, cost (including, but not limited to, defense cost)or expense of whatsoever nature directly or indirectly caused by, contributed to by, resulting from, arising out of or in connection with: 1. A Cyber Act or Cyber Incident; or 2. A Data Breach. For the avoidance of doubt, this Policy does not cover: 1. notification costs, crisis consultancy costs, credit monitoring expenses, replacement of actual credit or payment cards, forensic expenses, public relations expenses or legal advice and services arising out of or in connection with a Data Breach; or 2. any loss, damage, liability, claim, cost or expense of whatsoever nature incurred by the Insured to restore, recover or replace Computer Systems or Electronic Data that have been damaged, destroyed, deleted or corrupted as a result of a Cyber Act or Cyber Incident including, but not limited to, any ransom payment. II. Section III. DEFINITIONS, is amended to include the following: Computer System means any computer, hardware, software, communications system, electronic device (including, but not limited to, smart phone, laptop, tablet, wearable device), server, cloud or microcontroller including any similar system or any configuration of the aforementioned and including any associated input, output, data storage device, networking equipment or back up facility, owned or operated by the Insured or any other party. Cyber Act means an unauthorized, malicious or criminal act or series of related unauthorized, malicious or criminal acts, including fraudulent payment instructions and social engineering, regardless of time and place, or the threat or hoax thereof involving access to, processing of, use of or operation of any Computer System. Cyber Incident means: (i) any error or omission or series of related errors or omissions involving access to, processing of, use of or operation of any Computer System; or(ii) any partial or total unavailability or failure or series of related partial or total unavailability or failures to access, process, use or operate any Computer System. PLLD 614 0422 ©2022 X.L.America, Inc. All Rights Reserved. Page 1 of 2 May not be copied without permission. Data Breach means: (i)the theft, loss, access to, acquisition of, or unauthorized or unlawful use or disclosure of any person's or organization's confidential or personal information, including patents, trade secrets, processing methods, customer lists, financial information, credit or payment card information, health information, biometric data or any other type of non-public information, involving access to, processing of, use of or operation of any Computer System; or (ii)the violation of any statute, regulation, common-law, or any other law regulating or protecting access to collection, use or disclosure of, or failure to protect any non- public confidential or personal information in the form of Electronic Data. Electronic Data means information, facts or programs stored as or on, created or used on, or transmitted to or from computer software, including systems and applications software, hard or floppy disks, CD-ROMs, tapes, drives, cells, data processing devices or any other media which are used with electronically controlled equipment. All other terms, conditions and exclusions of this Policy remain unchanged. PLLD 614 0422 ©2022 X.L.America, Inc. All Rights Reserved. Page 2 of 2 May not be copied without permission. LAWYERS PROFESSIONAL LIABILITY INSURANCE POLICY THIS IS A CLAIMS MADE AND REPORTED POLICY. THIS POLICY APPLIES ONLY TO CLAIMS FIRST MADE AGAINST THE INSURED DURING THE POLICY PERIOD. THE CLAIM MUST BE REPORTED IN WRITING TO THE INSURER DURING THE POLICY PERIOD OR DISCOVERY PERIOD, IF APPLICABLE. CLAIM EXPENSES ARE WITHIN AND REDUCE THE LIMIT OF LIABILITY. PLEASE READ THIS ENTIRE POLICY CAREFULLY. CONSULT YOUR BROKER OR OTHER REPRESENTATIVE IF YOU DO NOT UNDERSTAND ANY TERMS OR PROVISIONS OF THIS POLICY. In consideration of the payment of the premium, and in reliance upon the statements made in the Application, the Insurer identified in the Declarations, herein called the Insurer, agrees as follows: I. INSURING AGREEMENT The Insurer shall pay, on behalf of an Insured, all sums in excess of the Deductible stated in the Declarations, which the Insured shall become legally obligated to pay as Damages and Claim Expenses for a Claim, that is both first made against the Insured during the Policy Period or the Discovery Period (if applicable)and reported to the Insurer during such period pursuant to the terms of this Policy, by reason of: (a) an act or omission in the rendering of Professional Services; or (b) Personal Injury by the Insured or by any person for whom the Insured is legally liable; provided always that such act or omission occurred: A. During the Policy Period, or B. Prior to the Policy Period, if: 1. The Insured did not give notice to any prior insurer of any such act or omission, or of Interrelated Acts or Omissions; 2. (a) before the inception date of this Policy or the inception date of the first policy issued by the Insurer or any of its affiliates, if this Policy is the last in a series of continuously renewed policies, or (b) the date the Insured first became a member of the Named Insured, whichever is later, the Insured had no basis to believe that any such act or omission might reasonably be expected to be the basis of a Claim; 3. There is no other policy or policies that provide insurance for such liability or Claim, except that, if such other policy provides coverage but has limits insufficient to pay such liability or Claim, this Policy shall only be excess over any such coverage; and 4. Such act or omission occurred on or after the Retroactive Date, if applicable set forth in Item 7. of the Declarations. II. EXTENSIONS OF COVERAGE A. At the request of an Insured, the Insurer shall defend a proceeding first brought during the Policy Period against such Insured by a bar association, licensing board, disciplinary board, peer review committee, or similar entity alleging professional misconduct or violation of the rules of professional conduct and reported to the Insurer pursuant to Section VII. herein; provided that such proceeding arises from an act or omission described in Sections I.A. and I.B. herein. The Insurer's obligation under this provision is subject to a limit of $30,000 for each proceeding and $100,000 in the aggregate per Policy Period for all Insureds for all Claim Expenses incurred by counsel selected by the Insurer, regardless of the number of such proceedings. In no event shall the Insurer be obligated under this provision to pay any amount other than Claim Expenses. PLLD 050 0717 ©2017 X.L. America, Inc. All Rights Reserved. Page 1 of 12 May not be copied without permission. B. The Insurer will pay all reasonable expenses incurred by the Insured at the Insurer's request to investigate and defend a Claim, provided that the maximum amount available for loss of earnings for time taken off work will not exceed $500 per Insured per day, $10,000 per Claim, and $50,000 per Policy Period for all Insureds. C. The Insurer will pay for the cost of any required appeal bond for that part of a judgment that is for Damages to which this Policy applies, and that is within the limits of this Policy, provided that: 1. The Insurer consents to the appeal of such judgment; and 2. The Insurer will not be the principal under any such bond and will not have any duty to furnish such bond. D. The Insurer will pay for the cost of any Crisis Event Expenses that result from a Crisis Event first occurring and reported to the Insurer during the Policy Period. The Insurer's obligation under this provision is subject to a limit of$10,000 for each Crisis Event first occurring during the Policy Period and $30,000 in the aggregate, regardless of the number of Crisis Events qualifying for Crisis Event Expenses, or the number of persons or entities who are Insureds. E. At the Insurer's discretion, the Insurer will pay Pre-Claim Expenses for a Potential Claim reported in accordance with Section VII. of this Policy. Pre-Claim Expenses must be incurred prior to the date that any Claim is made based upon or arising out of such Potential Claim. F. In the event an Insured receives a subpoena for documents or testimony arising out of Professional Services rendered by the Insured and the Insured would like the Insurer§ assistance in responding to the subpoena, the Insured may provide the Insurer with a copy of the subpoena and the Insurer will retain an attorney to provide advice regarding the production of documents, to prepare the Insured for sworn testimony, and to represent the Insured at the Insured's depositions, provided that: 1. The subpoena arises out of a lawsuit to which the Insured is not a party; and 2. The Insured has neither been engaged to provide advice or testimony in connection with the lawsuit, nor has the Insured provided such advice or testimony in the past. The Insurer's obligation under this provision is subject to a limit of$25,000 for each subpoena and $25,000 in the aggregate per Policy Period for all Insureds for all Claim Expenses incurred by counsel selected by the Insurer, regardless of the number of such subpoenas. Any notice the Insured gives the Insurer of such subpoena shall be deemed notification of a Potential Claim under Section VII. of this Policy. Solely with respect to the extensions of coverage described in this Section II., amounts paid by the Insurer shall not reduce the Limits of Liability stated in Item 3. of the Declarations and the Insureds shall not be required to pay the Deductible stated in Item 4. of the Declarations. With respect to Pre-Claim Expenses, once a Potential Claim becomes a Claim, Damages and Claim Expenses that result from such Claim shall reduce the Limits of Liability and are subject to the Deductible. If the Limit of Liability is exhausted by the payment of amounts covered under this Policy, the Insurer will have no further obligation to make payments under this Section II. III. DEFINITIONS A. Application means the application for this Policy and for any policy of which this Policy is a renewal, replacement or successor in time, any attachment to any such application(s), any other materials submitted with or incorporated into any such application(s) and any documents submitted in connection with the underwriting of any such policy. PLLD 050 0717 ©2017 X.L. America, Inc. All Rights Reserved. Page 2 of 12 May not be copied without permission. B. Claim means an oral or written demand made against the Insured for money or services, including the service of a suit or the institution of mediation or arbitration proceedings against the Insured. C. Claim Expenses means reasonable and necessary fees, costs and expenses charged by any lawyer or other person or organization selected pursuant to Section VI.A. Claim Expenses do not include the Insurer's overhead expenses or any salaries,wages, fees or benefits of any employees. D. Crisis Event means any: 1. Act or omission to which this Policy would respond; 2. Death, departure or debilitating illness of a Principal Insured; 3. Potential dissolution of the Named Insured; 4. Incident of workplace violence; or 5. Other event, that the Named Insured reasonably believes will have a material adverse effect upon the Named Insured's reputation. E. Crisis Event Expenses means reasonable fees, costs, and expenses incurred by the Named Insured for consulting services provided by a public relations firm to the Named Insured in response to a Crisis Event. F. Damages means a monetary judgment, award or settlement, including any pre-judgment or post judgment interest, and any punitive or exemplary damages if insurable under the applicable law most favorable to the insurability of punitive or exemplary damages. Damages do not include: 1. Fines, sanctions, penalties or taxes, including but not limited to awards under 28 U.S.C. § 1927, the Federal Rules of Civil Procedure, or state or municipal counterparts to any of the foregoing; 2. Legal fees, costs and expenses previously paid by the claimant, or retained or possessed by an Insured,whether claimed by way of disgorgement of fees, restitution of specific funds, forfeiture, financial loss or otherwise; 3. Injuries that are, in whole or in part, a consequence of the injuries described in Sections F.1 or F.2 above; 4. Punitive or exemplary damages if deemed uninsurable under applicable law, and the multiplied portion of any multiplied damages award; or 5. Claim Expenses. G. Independent Contractor means any natural person who performs Professional Services under contract with, and at the sole direction and control of, an Insured, provided that such Professional Services inure to the benefit of the Named Insured. H. Interrelated Acts or Omissions means any acts or omissions that are: 1. Similar, repeated or continuous; or PLLD 050 0717 ©2017 X.L. America, Inc. All Rights Reserved. Page 3 of 12 May not be copied without permission. 2. Connected by reason of any common fact, circumstance, situation, transaction, casualty, event, decision or policy or one or more series of facts, circumstances, situations, transactions, casualties, events, decisions or policies. I. Insured means: 1. The Named Insured; 2. Any Predecessor Firm; 3. Any natural person who: a. Is the sole owner of, or is or was a partner in, the Named Insured or a Predecessor Firm; b. Was or is a member of the board of managers, director, executive officer, or shareholder of the Named Insured or Predecessor Firm; C. Was or is an employed lawyer or other employee of the Named Insured or Predecessor Firm; or d. Was or is an Independent Contractor or Of Counsel attorney, provided that such person is acting within the scope of their duties on behalf of the Named Insured or Predecessor Firm. 4. As respects the liability of each Insured described above, a. The heirs, executors, administrators, assigns and legal representatives of any such Insured in the event of death, incapacity or bankruptcy; and b. The lawful spouse or a person qualifying as a domestic partner under the provisions of any applicable federal, state or local law of such Insured, but only for an act or omission actually or allegedly committed by such Insured, to whom the spouse is married, or who is joined with the domestic partner. J. Lobbyist means an Insured that is communicating, other than in any legislative or executive hearings or other proceedings, with any person in the legislative or executive branch,for the purpose of influencing legislative or executive action or a ballot issue. K. Named Insured means the person or entity identified in Item 1. of the Declarations. L. Personal Injury means: 1. False arrest, humiliation, detention or imprisonment, wrongful entry, eviction or other invasion of private occupancy, abusive litigation, abuse of process, malicious prosecution; 2. The publication or utterance of a libel or slander or other defamatory or disparaging material, or a publication or utterance in violation of an individual's right of privacy; or 3. Injury arising out of an offense occurring in the course of the Named Insured's advertising activities, including but not limited to infringement of copyright, title slogan, patent, trademark, trade dress, trade names, service mark or service number. PLLD 050 0717 ©2017 X.L. America, Inc. All Rights Reserved. Page 4 of 12 May not be copied without permission. M. Policy Period means the period of time from the inception date and time stated in Item 2. of the Declarations to the earlier of the expiration date and time stated in Item 2. of the Declarations or the effective date and time of the cancellation of this Policy. N. Potential Claim means any conduct or circumstance that might reasonably be expected to be the basis of a Claim. O. Pre-Claim Expenses means reasonable fees, costs and expenses incurred by the Insurer in the investigation of a specific Potential Claim. P. Predecessor Firm means any law firm that, prior to the inception date of this Policy, is dissolved or inactive and is no longer rendering Professional Services, and: 1. Some or all of such firm's principals, owners, officers, or partners have joined the Named Insured and more than fifty percent (50%) of such firm's assets have been assigned or transferred to the Named Insured; or 2. At least fifty percent (50%)of the principals, owners, officers, or partners of such firm have joined the Named Insured. Q. Principal Insured means a member of the board of managers, director, executive officer, natural person partner, owner of a sole proprietorship, principal, risk manager, or in-house general counsel of the Named Insured. R. Professional Services means only services in any of the following capacities, and pro-bono services in such capacities, provided that such pro-bono services are performed with the prior knowledge and consent of the Named Insured: 1. Lawyer; 2. Law clerk, paralegal, legal secretary or other legal support staff; 3. Arbitrator or mediator; 4. Lobbyist; 5. Notary public; 6. Title Agent; 7. Administrator, conservator, receiver, executor, guardian, trustee or any similar fiduciary capacity, directly connected with the Insured's practice of law; 8. The Insured's activities in publishing or presenting an article or speech related to the practice of law that does not pertain to the representation of a particular client; or 9. The Insured's activities as an officer, director or member of a board of a not-for-profit bar association organization, lawyer disciplinary board or committee, or any similar bar related organization, which promotes or regulates the practice of law. S. Title Agent means an agent of a title insurance underwriter. PLLD 050 0717 ©2017 X.L. America, Inc. All Rights Reserved. Page 5 of 12 May not be copied without permission. IV. EXCLUSIONS This Policy does not apply to: A. Any Claim arising from, in whole or in part, a dishonest, fraudulent, criminal or malicious act or omission, committed by an Insured, or at the direction of an Insured or ratified by an Insured; however, the Insurer shall defend any Insured that is alleged to have committed such act or omission, but the Insured shall reimburse the Insurer for Claim Expenses if the commission of such act or omission is admitted by the Insured or otherwise established as a matter of fact in a civil, criminal, or alternative dispute resolution proceeding. This exclusion will not apply to: 1. Any Insured who did not participate in or have knowledge of such conduct or violation; or 2. The Insurer's duty to defend, or to pay Claim Expenses for, any Claim for malicious prosecution or abuse of process. B. Any Claim arising, in whole or in part, out of any Insured's capacity as: 1. A former, existing or prospective officer, director, shareholder, owner, partner, manager, trustee, or employee of a business enterprise or charitable organization or a pension, welfare, profit-sharing, mutual or investment fund or trust. This exclusion applies to a Claim arising out of the formation of such entity and to a Claim by or on behalf of such entity and related entities, or by or on behalf of former, existing or prospective officer(s), shareholder(s), partner(s), manager(s), owner(s), trustee(s), or employee(s) of such entity or related entities. This exclusion does not apply to any Professional Services listed in Section III.R.9; or 2. A public official or an employee of a governmental body, subdivision or agency. C. Any Claim by or in connection with any business enterprise, not named in Item 1. of the Declarations, in which: 1. The Insured(s)own, individually or collectively, more than a fifteen percent (15%) interest; 2. Any Insured is a partner or employee; or 3. Said business enterprise is directly or indirectly controlled, operated, or managed by any Insured or the Insured's spouse or domestic partner, other than solely in a fiduciary capacity; D. Any Claim for any actual or alleged bodily injury, mental anguish or emotional distress, sickness, disease, death of any person, or damage to or destruction of any tangible property, including the loss of use thereof; except that this exclusion does not apply to mental illness, emotional distress or humiliation caused by Personal Injury, if solely resulting from covered Professional Services; E. Any Claim for an actual or alleged violation of any responsibility, obligation or duty imposed by the Employee Retirement Income Security Act of 1974,or amendments thereto or regulations thereunder or any similar foreign, state, local or common law; F. Any Claim by any Insured against another Insured, provided that this exclusion will not apply to the Insurer's duty to defend, or to pay Claim Expenses for, Claims by any Insured against another Insured that result from any Insured(s) capacity as a lawyer in connection with the following legal services: 1. Estates. 2. Trusts. PLLD 050 0717 ©2017 X.L. America, Inc. All Rights Reserved. Page 6 of 12 May not be copied without permission. 3. Probate. 4. Criminal Defense. 5. Domestic Relations. 6. Residential or commercial real estate closings. G. Any Claim based upon or arising out of any Insured's capacity as a beneficiary or distributee of any trust or estate; H. Any Claim based upon or arising out of the willful or intentional breach or disregard of any oral or written Title Agent underwriting or binding authority or escrow instruction by any Insured; I. Any Claim for an actual or alleged misuse of confidential or proprietary information, copyright, patent, trademark or trade secret infringement, piracy, theft or conversion of business ideas, business methods, or trade secrets; J. Any Claim based upon or arising out of any Insured having gained in fact any personal profit or advantage to which he or she was not legally entitled; K. Any Claim based upon or arising out of any Insured's conversion, commingling, defalcation, misappropriation or other intentional misuse or illegal use of funds, money or property; L. Any Claim based upon or arising out of the promotion, sale or solicitation by any Insured of securities, real estate, or other investments; and M. Any Claim based upon or arising out of liability assumed by an Insured under any contract or agreement, whether oral or written, except to the extent that the Insured would have been liable in the absence of such contract or agreement. V. LIMIT OF LIABILITY AND DEDUCTIBLE A. The Limit of Liability- Each Claim stated in Item 3.A. of the Declarations is the limit of the Insurer's liability for all Damages and Claim Expenses, arising out of a Claim first made against the Insured(s) and reported during the Policy Period or the Discovery Period, if applicable. If the Limit of Liability- Each Claim is exhausted by payment of Damages and Claim Expenses, the Insurer's obligations under this Policy as respects such Claim shall be completely fulfilled and extinguished. B. The Limit of Liability - Aggregate stated in Item 3.13. of the Declarations is the total limit of the Insurer's liability for all Damages and Claim Expenses, arising out of all Claims first made against the Insured(s) and reported during the Policy Period or the Discovery Period, if applicable. The Limit of Liability for the Discovery Period is part of, and not in addition to, the Limit of Liability for the Policy Period. If the Limit of Liability-Aggregate stated in Item 3.13. of the Declarations is exhausted by payment of Damages and Claim Expenses, the Insurer's obligations under this Policy as to all Claims shall be completely fulfilled and extinguished. PLLD 050 0717 ©2017 X.L. America, Inc. All Rights Reserved. Page 7 of 12 May not be copied without permission. C. In the event a Claim is insured by another policy provided to the Insured(s)by the Insurer or any of its parents, subsidiaries or affiliated companies, then the Insurer's Limit of Liability for all Damages and Claim Expenses under this Policy, as respects any such Claim, shall be reduced by any amounts paid or payable under such other insurance policy, and the most the Insurer will pay is the highest available Limit of Liability that applies to such Claim under such policies, provided that this provision does not apply if the other insurance is umbrella or excess insurance that the Insured purchased specifically to apply in excess of the limits of coverage that apply under this Policy. Also in such event, a single Deductible shall apply which shall be the largest under the policies implicated and shall be the obligation of the Insured(s)jointly. D. Claim Expenses are part of, and not in addition to, the Limit of Liability and the Insurer's payment of Claim Expenses shall reduce and exhaust the Limit of Liability. E. The Insurer shall only be liable for that part of covered Damages and Claim Expenses resulting from each Claim both first made against any Insured and reported in writing to the Insurer during the Policy Period, including the Discovery Period, if applicable, that is in excess of the Deductible stated in item 4. of the Declarations. The Deductible shall be the obligation of the Insured(s)jointly. F. No Deductible will apply to Damages or Claim Expenses for Claims that result from the rendering of, or failure to render, pro-bono services in the Insured's capacity as a lawyer. VI. DEFENSE, INDEMNIFICATION AND COOPERATION A. The Insurer has the right and duty to defend any Claim to which this insurance applies, even if the allegations of the Claim are groundless, false or fraudulent. The Insurer will have the right to select legal counsel to defend the Insured against the Claim; provided, however, the Insured may propose alternate legal counsel to defend the Insured against the Claim, as long as that defense counsel agrees to abide by the Insurer's defense counsel guidelines and rate structure. The Insurer shall pay Claim Expenses charged in defense of a Claim by legal counsel retained under this Section. B. The Insurer may, but is not required to, prosecute any appeal by the Insured from an adverse judgment, provided, however, that the Insurer has no obligation to pay post-judgment interest or to post a bond on any amount in excess of the applicable then remaining Limits of Liability. C. The Insurer shall not settle any Claim without the prior written consent of the Named Insured. If the Named Insured refuses to consent to a settlement demand acceptable to the claimant and recommended by the Insurer and elects instead to contest the Claim, then the Insurer's total liability for such Claim shall not exceed the combined total of: 1. The amount of such proposed settlement offer; 2. The amount of Claim Expenses incurred prior to the date the Named Insured refused to consent to the proposed settlement offer; and 3. Fifty percent (50%)of the amount of Damages and Claim Expenses incurred in excess of the combined total of the amounts set forth in Items 1. and 2. of this Section above, provided that the Insurer will have no obligation to pay Damages or any Claim Expenses, or to defend or continue to defend any Claim, after the applicable Limit of Liability that applies to such Claim has been exhausted. PLLD 050 0717 ©2017 X.L. America, Inc. All Rights Reserved. Page 8 of 12 May not be copied without permission. D. If the Insurer and the Named Insured agree to the final settlement of a Claim with the claimant during the initial voluntary mediation of that Claim or within thirty (30)days after participation in such mediation, the Named Insured's Deductible obligation for such Claim will be reduced by fifty percent (50%) subject to a maximum reduction of $25,000. Deductible payments made prior to the application of the above credit will be reimbursed within thirty(30)days of the resolution of the Claim. This reduction does not apply to any Claim resolved through voluntary or involuntary arbitration. E. The Insured shall assist and cooperate with the Insurer, as requested. The Insured shall not retain counsel, make any payment, admit any liability, settle any Claims, assume any obligation, agree to arbitration, agree to toll any statute of limitations or incur any expense without the prior written consent of the Insurer. VII. NOTICE OF CLAIMS OR CIRCUMSTANCES A. As a condition precedent to the obligations of the Insurer under this Policy, the Insured shall give the Insurer written notice of any Claim made against an Insured, or any proceeding or Crisis Event as described in Section II. herein, as soon as practicable, but in no event later than the end of the Policy Period or the Discovery Period (if applicable), or within sixty(60)days following the expiration of the Policy Period if the Claim was first made, proceeding was first brought, or the Crisis Event first occurred, during the Policy Period. Oral notice to the Insurer does not suffice. B. If during the Policy Period, the Insured becomes aware of a Potential Claim and gives written notice to the Insurer of the specific act or omission, the reasons for anticipating such a Potential Claim, the identities of the potential claimants and the Insureds allegedly responsible for such specific act or omission, the amount of actual or potential Damages, and the circumstances by which the Insured first became aware of such Potential Claim, then any Claim subsequently made or proceeding subsequently brought against the Insured arising out of such Potential Claim shall be deemed to have been made at the time such notice was received by the Insurer. C. The Insured shall give notice to the Insurer under this Section as specified on the Declarations. Vill. SINGLE CLAIM/INTERRELATED ACTS OR OMISSIONS All Claims based upon or arising out of the same act or omission or out of Interrelated Acts or Omissions shall be considered a single Claim, and each such single Claim shall be deemed to have been made on the earlier of the following: A. When the earliest Claim arising out of such act or omission or Interrelated Act or Omission first was made; or B. When notice pursuant to Section VII.B., herein, of a fact, circumstance, or situation giving rise to such Claim was given. IX. DISCOVERY PERIOD A. If the Named Insured cancels or if the Insurer or the Named Insured refuses to renew this Policy, the Named Insured shall have the right, upon payment of an additional premium,which is a percent of the premium stated in Item 6. of the Declarations, to an extension of the coverage granted by this Policy for a period of one (1)year, two (2)years, three (3)years, five (5)years or an unlimited period of time. The extension of coverage is for a Claim first made during such period of time commencing immediately following the effective date of such cancellation or non-renewal, but only if the Claim is based on an act or omission occurring prior to the end of the Policy Period and otherwise covered by this Policy. Such period is referred to in this Policy as the `Discovery Period." The right to purchase the Discovery Period shall terminate, however, unless, within sixty(60)days of the effective date of cancellation or non-renewal, written notice of such election together with the additional premium due is received by the Insurer from the Named Insured. The premium for the Discovery Period shall be a percentage of the current full annual premium for the Named Insured under this PLLD 050 0717 ©2017 X.L. America, Inc. All Rights Reserved. Page 9 of 12 May not be copied without permission. Policy, as follows: (a) one hundred twenty-five percent (125%) for one (1) year; (b) one hundred eighty-five percent (185%)for two (2)years; (c)two hundred percent (200%) for three (3)years; (d) two hundred fifty percent (250%) for five (5) years; or (e) three hundred percent (300%) for an unlimited period of time. B. The additional premium for the Discovery Period shall be fully earned at the inception of the Discovery Period. The Discovery Period is not cancelable. C. If during the Policy Period, any Insured permanently ceases performance of Professional Services as a result of retirement, becoming disabled, or death, such Insured or the Named Insured, or the Insured's executor or estate, may request a Named Individual Discovery Period Endorsement that will apply to such Insured, provided that at the time this right could be exercised by or on behalf of an Insured, such Insured's right to practice law has not been revoked, suspended or surrendered at the request of any regulatory authority for reasons other than that the Insured is disabled. Any request for such endorsement must be made in writing to the Insurer during the same Policy Period that the Insured retired, became disabled, or died, or within sixty (60) days of the ending date of such Policy Period, and include evidence of such retirement, disability, or death. The Named Individual Discovery Period Endorsement will not apply to Claims made while this Policy is in force, any successive renewal of this Policy is in force, or any Discovery Period that applies to this Policy or any renewal of this Policy is in force, nor will it apply to Claims if any other insurance applies to the Claim. The Limits of Liability applicable to any Claim covered under such endorsement will be shared by all Insureds for whom such an endorsement has been requested in a Policy Period. There is no charge for the Named Individual Discovery Period Endorsement for eligible Insureds who die or become disabled during the Policy Period and who permanently cease performance of Professional Services. The charge for the Named Individual Discovery Period Endorsement for eligible Insureds who retire during the Policy Period is $1,500 per Insured named in the endorsement. However, if the Named Insured has been continuously insured by the Insurer, or any of its affiliated insurance companies, for at least three (3) consecutive years, no charge will be made for the endorsement. X. GENERAL CONDITIONS A. Cancellation and Non-Renewal 1. The Named Insured may cancel this Policy by mailing written notification to the Insurer stating on what future date cancellation shall be effective. The effective date of cancellation shall become the end of the Policy Period. If the Named Insured cancels, the return premium shall be calculated on a pro rata basis. 2. The Insurer may cancel this Policy for nonpayment of premium by mailing written notification to the Named Insured at the address shown in the Declarations stating on what future date cancellation shall be effective. The effective date of such cancellation shall be not less than ten (10)days after notice is mailed to the Named Insured. The effective date of cancellation shall become the end of the Policy Period. In the event the Insurer cancels this Policy, earned premium shall be calculated on a pro rata basis. 3. If the Insurer decides not to renew this Policy, the Insurer shall provide written notice to the Named Insured at least sixty (60) days before the end of the Policy Period. The notice should include the reason for such non-renewal. In no event, shall an offer by the Insurer to renew this Policy on terms that involve any change in Deductible, premium, Limit of Liability or other terms and conditions constitute a refusal by the Insurer to renew this Policy. 4. Any notices to be given to the Named Insured under this Section shall be provided to the Named Insured at the last known principal address and to its insurance agent or broker. The mailing by certified mail of such notice shall be sufficient. B. Representations PLLD 050 0717 ©2017 X.L. America, Inc. All Rights Reserved. Page 10 of 12 May not be copied without permission. The Insureds agree that all statements, representations and information contained in or incorporated into the Application are their representations and are material to the acceptance of the risk assumed by the Insurer under this Policy. This Policy is issued in reliance upon the truth of such representations. The Insureds further agree that in the event of any material misstatement, misrepresentation or omission in the Application, this Policy shall be void as to any Insured who knew of such misstatement, misrepresentation or omission and as to any Insured to whom such knowledge is imputed. The knowledge of any individual Insured shall not be imputed to any other individual Insured, but the knowledge of any individual Insured shall be imputed to the Named Insured or any Predecessor Firm except where the Insured is an Independent Contractor or Of Counsel attorney. C. Material Change If during the Policy Period,there is a fifty percent (50%)or greater change in the number of lawyers comprising the Named Insured, or the Named Insured undergoes a merger, acquisition or dissolution, then the Named Insured shall give the Insurer written notice of such changes as soon as practicable, but in no event later than thirty (30) days after the effective date of such change. In the event of any such change, the Insurer shall have the right to adjust the premium and coverage, subject to all other terms and conditions of the Policy, and the Named Insured shall accept any premium adjustment or coverage revisions that the Insurer may require. D. Other Insurance The insurance provided by this Policy applies only as excess over any other valid and collectible insurance, unless such other insurance is written only as specific excess insurance over the Limit of Liability provided by this Policy. This Policy is specifically excess of any other valid and collectible insurance pursuant to which any other insurer has a duty to defend a Claim for which this Policy may be obligated to pay Damages. This Policy also is specifically excess over any other valid and collectible insurance providing coverage for any Insured as described in Section III. 1.3. herein, with respect to an act or omission by such Insured in the rendering of Professional Services prior to the date such Insured first became affiliated with the Named Insured. E. Subrogation 1. In the event of payment under this Policy, the Insurer shall be subrogated to the extent of such payment to all of the rights of recovery of the Insureds against any person or organization. The Insureds shall execute and deliver all papers and instruments required and shall do whatever else is necessary to enable the Insurer effectively to bring suit in their name and otherwise secure such rights. The Insureds shall do nothing to prejudice any such rights. 2. Any amount recovered after payment under this Policy shall be apportioned in the inverse order of payment to the extent of the actual payment. The expenses incurred in obtaining any such recoveries shall be apportioned in the ratio of the respective recoveries. F. Assignment This Policy and any and all rights hereunder are not assignable without the written consent of the Insurer. PLLD 050 0717 ©2017 X.L. America, Inc. All Rights Reserved. Page 11 of 12 May not be copied without permission. G. Entire Agreement By acceptance of this Policy, the Insureds and the Insurer agree that this Policy and any written endorsements attached hereto constitute the entire agreement between the parties. H. Authorization The Insureds agree that the Named Insured shall act on behalf of the Insureds with respect to the giving of all notices to the Insurer, the receipt of notices from the Insurer, the payment of premiums, and the receipt of any return premiums that may become due under this Policy. I. Worldwide Territory This Policy applies to an act or omission taking place anywhere in the world, provided that the Claim is made and suit is brought against the Insured within the United States of America, its territories, possessions or Canada. J. Conformity to Statute Any terms of this Policy which are in conflict with the terms of any applicable laws construing this Policy are hereby amended to conform to such laws. XI. SERVICE OF SUIT If the Insurer fails to pay any amount claimed to be due under this Policy, the Insurer, at the request of any of the Insureds, shall submit to the jurisdiction of any court of competent jurisdiction within the United States, and shall comply with all requirements necessary to give such court jurisdiction. Nothing in this Clause constitutes or should be understood to constitute a waiver of the Insurer's rights to commence an action in any Court of competent jurisdiction in the United States,to remove an action to a United States District Court, or to seek a transfer of a case to another Court as permitted by the laws of the United States or of any State in the United States. The Insurer hereby designates the Superintendent, Commissioner or Director of Insurance or similar officer specified by law for that purpose,or his or her successor or successors in office, as its true and lawful attorney upon whom may be served any lawful process in any action, suit or proceeding instituted by or on behalf of any Insured under the Policy. Upon receipt of process lawfully served, that official may mail such process to Claim Manager- Professional Liability at the address stated on the Declarations. XII. HEADINGS The descriptions in the headings and any subheading of this Policy (including any titles given to any endorsement attached hereto)are inserted solely for convenience and do not constitute any part of the terms or conditions hereof. THIS POLICY SHALL NOT BE VALID UNLESS COMPLETED BY THE ATTACHMENT HERETO OF A DECLARATIONS PAGE AND SIGNED BY A DULY AUTHORIZED REPRESENTATIVE OF THE INSURER. PLLD 050 0717 ©2017 X.L. America, Inc. All Rights Reserved. Page 12 of 12 May not be copied without permission. III1111110 1 III C III�w 1° III III III ° Ilh Ill III� III III 'un U.S. TREASURY DEPARTMENT'S OFFICE OF FOREIGN ASSETS CONTROL COFAC") No coverage is provided by this Policyholder Notice nor can it be construed to replace any provisions of your policy. You should read your policy and review your Declarations page for complete information on the coverages you are provided. This Policyholder Notice provides information concerning possible impact on your insurance coverage due to the impact of U.S. Trade Sanctions'. Please read this Policyholder Notice carefully. In accordance with the U.S. Department of the Treasury's Office of Foreign Assets Control ("OFAC") regulations, or any other U.S. Trade Sanctions embargoes or export controls applied by any regulatory body, if it is determined that you or any other insured, or any person or entity claiming the benefits of this insurance has violated U.S. sanctions,embargoes or export controls law, is a Specially Designated National and Blocked Person ("SDN"), or is owned or controlled by an SDN, this insurance will be considered a blocked or frozen contract. When an insurance policy is considered to be such a blocked or frozen contract, neither payments nor premium refunds may be made without authorization from OFAC or the applicable regulator. Other limitations on the premiums and payments also apply. ' "U.S Trade Sanctions" may be promulgated by Executive Order, act of Congress, regulations from the U.S. Departments of State, Treasury, or Commerce, regulations from the State Insurance Departments, etc. PN CW 05 0519 ©2019 X.L. America, Inc. All rights reserved. May not be copied without permission. Includes copyrighted material of Insurance Services Office, Inc., with its permission. III''4,1 01 III C IIE'. 1"0III' III,,,,,IIIy f Illy,,, III III III! III", ,'ux FRAUD NOTICE Alabama Any person who knowingly presents a false or fraudulent claim for payment of a loss or benefit or who knowingly presents false information in an application for insurance is guilty of a crime and may be subject to restitution fines or confinement in prison, or any combination thereof. Arkansas Any person who knowingly presents a false or fraudulent claim for payment of a loss or benefit or knowingly presents false information in an application for insurance is guilty of a crime and may be subject to fines and confinement in prison. California For your protection California law requires the following to appear on this form: Any person who knowingly presents false or fraudulent information to obtain or amend insurance coverage or to make a claim for the payment of a loss is guilty of a crime and may be subject to fines and confinement in state prison. Colorado It is unlawful to knowingly provide false, incomplete, or misleading facts or information to an insurance company for the purpose of defrauding or attempting to defraud the company. Penalties may include imprisonment, fines, denial of insurance, and civil damages. Any insurance company or agent of an insurance company who knowingly provides false, incomplete, or misleading facts or information to a policyholder or claimant for the purpose of defrauding or attempting to defraud the policyholder or claimant with regard to a settlement or award payable from insurance proceeds shall be reported to the Colorado Division of Insurance within the Department of Regulatory Agencies. District of WARNING: It is a crime to provide false or misleading information to an insurer for the Columbia purpose of defrauding the insurer or any other person. Penalties include imprisonment and/or fines. In addition, an insurer may deny insurance benefits if false information materially related to a claim was provided by the applicant. Florida Any person who knowingly and with intent to injure, defraud, or deceive any insurer files a statement of claim or an application containing any false, incomplete, or misleading information is guilty of a felony of the third degree. Kansas A"fraudulent insurance act" means an act committed by any person who, knowingly and with intent to defraud, presents, causes to be presented or prepares with knowledge or belief that it will be presented to or by an insurer, purported insurer, broker or any agent thereof, any written, electronic, electronic impulse, facsimile, magnetic, oral, or telephonic communication or statement as part of, or in support of, an application for the issuance of, or the rating of an insurance policy for personal or commercial insurance, or a claim for payment or other benefit pursuant to an insurance policy for commercial or personal insurance that such person knows to contain materially false information concerning any fact material thereto; or conceals, for the purpose of misleading, information concerning any fact material thereto. Kentucky Any person who knowingly and with intent to defraud any insurance company or other person files an application for insurance containing any materially false information or conceals, for the purpose of misleading, information concerning any fact material thereto commits a fraudulent insurance act,which is a crime. Louisiana Any person who knowingly presents a false or fraudulent claim for payment of a loss or benefit or knowingly presents false information in an application for insurance is guilty of a crime and may be subject to fines and confinement in prison. PN CW 01 0123 Page 1 of 3 ©2023 X.L.America, Inc. All Rights Reserved. May not be copied without permission. III''4,1 01 III C IIE'. 1"0III' III,,,,,IIIy f Illy,,, III III III! III", ,'ux Maine It is a crime to knowingly provide false, incomplete or misleading information to an insurance company for the purpose of defrauding the company. Penalties may include imprisonment, fines, or denial of insurance benefits. Maryland Any person who knowingly or willfully presents a false or fraudulent claim for payment of a loss or benefit or who knowingly or willfully presents false information in an application for insurance is guilty of a crime and may be subject to fines and confinement in prison. New Jersey Any person who includes any false or misleading information on an application for an insurance policy is subject to criminal and civil penalties. New Mexico ANY PERSON WHO KNOWINGLY PRESENTS A FALSE OR FRAUDULENT CLAIM FOR PAYMENT OF A LOSS OR BENEFIT OR KNOWINGLY PRESENTS FALSE INFORMATION IN AN APPLICATION FOR INSURANCE IS GUILTY OF A CRIME AND MAY BE SUBJECT TO CIVIL FINES AND CRIMINAL PENALTIES. New York General: All applications for commercial insurance, other than automobile insurance: Any person who knowingly and with intent to defraud any insurance company or other person files an application for insurance or statement of claim containing any materially false information, or conceals for the purpose of misleading, information concerning any fact material thereto, commits a fraudulent insurance act, which is a crime, and shall also be subject to a civil penalty not to exceed five thousand dollars and the stated value of the claim for each such violation. All applications for automobile insurance and all claim forms: Any person who knowingly makes or knowingly assists, abets, solicits or conspires with another to make a false report of the theft, destruction, damage or conversion of any motor vehicle to a law enforcement agency, the department of motor vehicles or an insurance company, commits a fraudulent insurance act,which is a crime, and shall also be subject to a civil penalty not to exceed five thousand dollars and the value of the subject motor vehicle or stated claim for each violation. Fire: Any person who knowingly and with intent to defraud any insurance company or other person files an application for insurance containing any false information, or conceals for the purpose of misleading, information concerning any fact material thereto, commits a fraudulent insurance act,which is a crime. The proposed insured affirms that the foregoing information is true and agrees that these applications shall constitute a part of any policy issued whether attached or not and that any willful concealment or misrepresentation of a material fact or circumstances shall be grounds to rescind the insurance policy. Ohio Any person who, with intent to defraud or knowing that he is facilitating a fraud against an insurer, submits an application or files a claim containing a false or deceptive statement is guilty of insurance fraud. Oklahoma WARNING: Any person who knowingly, and with intent to injure, defraud or deceive any insurer, makes any claim for the proceeds of an insurance policy containing any false, incomplete or misleading information is guilty of a felony. WARNING: All Workers Compensation Insurance: Any person or entity who makes any material false statement or representation, who willfully and knowingly omits or conceals any material information, or who employs any device, scheme, or artifice, or who aids and abets any person for the purpose of: 1. obtaining any benefit or payment, 2. increasing any claim for benefit or payment, or 3. obtaining workers' compensation coverage under the Administrative Workers' Compensation Act, shall be guilty of a felony punishable pursuant to Section 1663 of Title 21 of the Oklahoma Statutes. PN CW 01 0123 Page 2 of 3 ©2023 X.L.America, Inc. All Rights Reserved. May not be copied without permission. III''4,1 01 III C IIE'. 1"0III' III,,,,,IIIy f Illy,,, III III III! III", ,'ux Pennsylvania Any person who knowingly and with intent to defraud any insurance company or other person files an application for insurance or statement of claim containing any materially false information or conceals for the purpose of misleading, information concerning any fact material thereto commits a fraudulent insurance act, which is a crime and subjects such person to criminal and civil penalties. Automobile Insurance: Any person who knowingly and with intent to injure or defraud any insurer files an application or claim containing any false, incomplete or misleading information shall, upon conviction, be subject to imprisonment for up to seven years and the payment of a fine of up to $15,000. Puerto Rico Any person who knowingly and with the intention of defrauding presents false information in an insurance application, or presents, helps, or causes the presentation of a fraudulent claim for the payment of a loss or any other benefit, or presents more than one claim for the same damage or loss,shall incur a felony and, upon conviction, shall be sanctioned for each violation by a fine of not less than five thousand dollars ($5,000) and not more than ten thousand dollars ($10,000), or a fixed term of imprisonment for three (3) years, or both penalties. Should aggravating circumstances [be] present, the penalty thus established may be increased to a maximum of five (5) years, if extenuating circumstances are present, it may be reduced to a minimum of two(2)years. Rhode Island Any person who knowingly presents a false or fraudulent claim for payment of a loss or benefit or knowingly presents false information in an application for insurance is guilty of a crime and may be subject to fines and confinement in prison. Tennessee It is a crime to knowingly provide false, incomplete or misleading information to an insurance company for the purpose of defrauding the company. Penalties include imprisonment, fines and denial of insurance benefits. Workers' Compensation: It is a crime to knowingly provide false, incomplete or misleading information to any party to a workers' compensation transaction for the purpose of committing fraud. Penalties include imprisonment, fines and denial of insurance benefits. Utah Workers' Compensation: Any person who knowingly presents false or fraudulent underwriting information,files or causes to be filed a false or fraudulent claim for disability compensation or medical benefits, or submits a false or fraudulent report or billing for health care fees or other professional services is guilty of a crime and may be subject to fines and confinement in state prison. Virginia It is a crime to knowingly provide false, incomplete or misleading information to an insurance company for the purpose of defrauding the company. Penalties include imprisonment, fines and denial of insurance benefits. Washington It is a crime to knowingly provide false, incomplete or misleading information to an insurance company for the purpose of defrauding the company. Penalties include imprisonment, fines and denial of insurance benefits. West Virginia Any person who knowingly presents a false or fraudulent claim for payment of a loss or benefit or knowingly presents false information in an application for insurance is guilty of a crime and may be subject to fines and confinement in prison. All Other States Any person who knowingly and willfully presents false information in an application for insurance may be guilty of insurance fraud and subject to fines and confinement in prison. (In Oregon, the aforementioned actions may constitute a fraudulent insurance act which may be a crime and may subject the person to penalties). PN CW 01 0123 Page 3 of 3 ©2023 X.L.America, Inc. All Rights Reserved. May not be copied without permission. III''4,1 01 III C IIE'. 1"0III' III,,,,,IIIy f Illy,,, III III III! III", ,'ux PRIVACY POLICY The AXA XL insurance group (the "Companies"), believes personal information that we collect about our customers, potential customers, and proposed insureds (referred to collectively in this Privacy Policy as "customers") must be treated with the highest degree of confidentiality. For this reason and in compliance with the Title V of the Gramm- Leach-Bliley Act ("GLBA"), we have developed a Privacy Policy that applies to all of our companies. For purposes of our Privacy Policy, the term `Personal information" includes all information we obtain about a customer and maintain in a personally identifiable way. In order to assure the confidentiality of the personal information we collect and in order to comply with applicable laws, all individuals with access to personal information about our customers are required to follow this policy. Our Privacy Promise Your privacy and the confidentiality of your business records are important to us. Information and the analysis of information is essential to the business of insurance and critical to our ability to provide to you excellent, cost- effective service and products. We understand that gaining and keeping your trust depends upon the security and integrity of our records concerning you. Accordingly, we promise that: 1. We will follow strict standards of security and confidentiality to protect any information you share with us or information that we receive about you; 2. We will verify and exchange information regarding your credit and financial status only for the purposes of underwriting, policy administration, or risk management and only with reputable references and clearinghouse services; 3. We will not collect and use information about you and your business other than the minimum amount of information necessary to advise you about and deliver to you excellent service and products and to administer our business; 4. We will train our employees to handle information about you or your business in a secure and confidential manner and only permit employees authorized to use such information to have access to such information; 5. We will not disclose information about you or your business to any organization outside the AXA XL insurance group of Companies or to third party service providers unless we disclose to you our intent to do so or we are required to do so by law; 6. We will not disclose medical information about you, your employees, or any claimants under any policy of insurance, unless you provide us with written authorization to do so, or unless the disclosure is for any specific business exception provided in the law; 7. We will attempt, with your help, to keep our records regarding you and your business complete and accurate, and will advise you how and where to access your account information (unless prohibited by law), and will advise you how to correct errors or make changes to that information; and 8. We will audit and assess our operations, personnel and third party service providers to assure that your privacy is respected. Collection and Sources of Information We collect from a customer or potential customer only the personal information that is necessary for (a)determining eligibility for the product or service sought by the customer, (b) administering the product or service obtained, and (c) advising the customer about our products and services. The information we collect generally comes from the following sources: • Submission — During the submission process, you provide us with information about you and your business, such as your name, address, phone number, e-mail address, and other types of personal identification information; • Quotes —We collect information to enable us to determine your eligibility for the particular insurance product and to determine the cost of such insurance to you. The information we collect will vary with the type of insurance you seek; PN CW 02 0119 Page 1 of 3 ©2019 X.L. America, Inc. All Rights Reserved. May not be copied without permission. III''4,1 01 III C IIE'. 1"0III' III,,,,,IIIy f Illy,,, III III III! III", ,'ux • Transactions — We will maintain records of all transactions with us, our affiliates, and our third party service providers, including your insurance coverage selections, premiums, billing and payment information, claims history, and other information related to your account; • Claims — If you obtain insurance from us, we will maintain records related to any claims that may be made under your policies. The investigation of a claim necessarily involves collection of a broad range of information about many issues, some of which does not directly involve you. We will share with you any facts that we collect about your claim unless we are prohibited by law from doing so. The process of claim investigation, evaluation, and settlement also involves, however, the collection of advice, opinions, and comments from many people, including attorneys and experts, to aid the claim specialist in determining how best to handle your claim. In order to protect the legal and transactional confidentiality and privileges associated with such opinions, comments and advice, we will not disclose this information to you; and • Credit and Financial Reports—We may receive information about you and your business regarding your credit. We use this information to verify information you provide during the submission and quote processes and to help underwrite and provide to you the most accurate and cost-effective insurance quote we can provide. Retention and Correction of Personal Information We retain personal information only as long as required by our business practices and applicable law. If we become aware that an item of personal information may be materially inaccurate, we will make reasonable effort to re-verify its accuracy and correct any error as appropriate. Storage of Personal Information We have in place safeguards to protect data and paper files containing personal information. Sharing/Disclosing of Personal Information We maintain procedures to assure that we do not share personal information with an unaffiliated third party for marketing purposes unless such sharing is permitted by law. Personal information may be disclosed to an unaffiliated third party for necessary servicing of the product or service or for other normal business transactions as permitted by law. We do not disclose personal information to an unaffiliated third party for servicing purposes or joint marketing purposes unless a contract containing a confidentiality/non-disclosure provision has been signed by us and the third party. Unless a consumer consents, we do not disclose "consumer credit report" type information obtained from an application or a credit report regarding a customer who applies for a financial product to any unaffiliated third party for the purpose of serving as a factor in establishing a consumer's eligibility for credit, insurance or employment. "Consumer credit report type information" means such things as net worth, credit worthiness, lifestyle information (piloting, skydiving, etc.)solvency, etc. We also do not disclose to any unaffiliated third party a policy or account number for use in marketing. We may share with our affiliated companies information that relates to our experience and transactions with the customer. Policy for Personal Information Relating to Nonpublic Personal Health Information We do not disclose nonpublic personal health information about a customer unless an authorization is obtained from the customer whose nonpublic personal information is sought to be disclosed. However, an authorization shall not be prohibited, restricted or required for the disclosure of certain insurance functions, including, but not limited to, claims administration, claims adjustment and management, detection, investigation or reporting of actual or potential fraud, misrepresentation or criminal activity, underwriting, policy placement or issuance, loss control and/or auditing. PNCW020119 Page 2of3 ©2019 X.L. America, Inc. All Rights Reserved. May not be copied without permission. III''4,1 01 III C III 1"0III' III,,,,,IIIy f Illy,,, III III III! III", ,'ux Access to Your Information Our employees, employees of our affiliated companies, and third party service providers will have access to information we collect about you and your business as is necessary to effect transactions with you. We may also disclose information about you to the following categories of person or entities: • Your independent insurance agent or broker; • An independent claim adjuster or investigator, or an attorney or expert involved in the claim; • Persons or organizations that conduct scientific studies, including actuaries and accountants; • An insurance support organization; • Another insurer if to prevent fraud or to properly underwrite a risk; • A state insurance department or other governmental agency, if required by federal, state or local laws; or • Any persons entitled to receive information as ordered by a summons, court order, search warrant, or subpoena. Violation of the Privacy Policy Any person violating the Privacy Policy will be subject to discipline, up to and including termination. For more information or to address questions regarding this privacy statement, please contact your broker. PN CW 02 0119 Page 3 of 3 ©2019 X.L. America, Inc. All Rights Reserved. May not be copied without permission. III''4,1 01 III C III 1"0III' III,,,,,IIIy f Illy,,, III III III! III", ,'ux FLORIDA FOR INFORMATION, OR TO MAKE A COMPLAINT, CALL: 1-800-688-1840 AXA XL 677 WASHINGTON BLVD. 10TH FLOOR, SUITE 1000 STAMFORD, CT 06901 PN FL 03 0524 ©2024 X.L. America, Inc. All Rights Reserved. Page 1 of 1 May not be copied without permission. insurance AMA XL- August 19, 2024 Phone +1 831-657-2502 Michael.Takigawa@axaxl.com MECHANIK, NUCCIO, HEARNE &WESTER, PA 305 SOUTH BOULEVARD TAMPA, FL 33606 RE: IDENTIFYING AND ADDRESSING POTENTIAL CONFLICTS OF INTEREST From time to time it behooves us all to revisit the basics. As you know, most Legal Professional Liability claims arise not from poor lawyering but from conflicts, docket or calendaring errors, and poor relationship management, including fee disputes.We attach for your review a brief article(Policyholder Notice NTD 014 0116)entitled "Identifying and Addressing Potential Conflicts of Interest",written by Dan Tostrud of Cobb Martinez Woodward PLLC. Our intent in sending this article to you is not to teach you something you don't already know, but to remind you of steps that sometimes you get too busy to follow. Megan Zurn our claims attorney, will be happy to share with you war stories from actual claims that have arisen when firms forgot the basics (names withheld, of course). Please feel free to reprint the article and distribute it amongst your professional and support staff. From time to time, we will send other salient articles to you. Most of them will involve procedures of which you are well aware, but which seem to produce a higher incidence of claims.We hope you will use these articles to stimulate discussion of Risk Management techniques throughout your firm. Should you have questions or concerns about this or any other Risk Management topic, feel free to contact Megan Zurn at 404-439-6154, or me 831-657-2502. We may not always have the answer you seek, but we will surely help you find it. We invite you to submit articles that may be of value to other lawyers. If you give us your written permission, we will be pleased to distribute your article to other firms that we insure. Kind Regards, ...� w Head of Commercial E&O Lawyers NTD 014a 1123 ©2023 X.L. America, Inc. All Rights Reserved. Page 1 of 1 May not be copied without permission. III''4,1 01 III C IIE'. 1"0III' III,,,,,IIIy f Illy,,, III III III! III", ,'ux IDENTIFYING AND ADDRESSING POTENTIAL CONFLICTS OF INTEREST Lawyers need to periodically review and refresh themselves on the disciplinary rules that govern potential conflicts of interest. You should review your own state's disciplinary rules, the Model Rules of Professional Conduct (which generally apply in the federal court system), and any practice-specific ethical rules (such as the USPTO Rules of Professional Conduct). The primary applicable model rules on conflicts are 1.5, 1.6, 1.7, 1.8, 1.9, 1.10, and 1.18. Potential conflicts need to be addressed at multiple times, including before accepting a new case, each time that new parties are added to a lawsuit (this is most often overlooked), and when new factual or legal issues arise that implicate potential conflicts. There are three significant risks that a lawyer takes when a conflict is either overlooked, ignored, or dealt with insufficiently. First, there is a risk of disqualification from the case. This can be embarrassing and costly, but is the least severe risk. Second, a lawyer could face a grievance. Grievances tend to be more dangerous when there are conflict issues involved, in part, because the conflict rules are broad enough to apply to most situations that involve allegations of disloyalty. The third and most dangerous risk is a legal malpractice lawsuit with a breach of fiduciary duty cause of action. Even if you defeat a motion to disqualify a grievance, that generally does not insulate you from a legal malpractice lawsuit. Legal malpractice lawsuits involving specific claims of disloyalty and unfairness, with the lawyer benefiting at the expense of the client, can potentially give rise to a breach of fiduciary duty cause of action. These tend to be more dangerous legal malpractice claims. The jury charge on a breach of fiduciary duty cause of action can be problematic for lawyer defendants, and juries tend not to be forgiving when they perceive that a lawyer has been disloyal and benefited at the expense of the client. Here is a list of ten potential conflicts that frequently arise and that always deserve close attention: 1. Representing Multiple Plaintiffs-concerns include apportionment of settlement proceeds, possible differing trial results, and waiver of confidentiality. 2. Representing Multiple Defendants - concerns include potential cross-claims, course and scope issues, possible differing trial results, and waiver of confidentiality. 3. Taking On Matter Adverse to Current Client - can be either litigation or transactional. While this may be technically permissible with a detailed and fully informed waiver from the current client, it is rarely a good idea. 4. Taking On Matter Adverse to Former Client- can be either litigation or transactional. 5. Representing Both Sides of Transaction - especially in sale of small business or sale of real estate. 6. Placing Insurance Carriers Interests Ahead of Insureds - concerns include differing levels of communication, coverage issues, and differing positions on settlement. 7. Doing Business With Client- in general, the law presumes that transactions between a lawyer and client are unfair and, in subsequent disputes,the lawyer has the burden to prove fairness. If you must do business with a client, make sure the client is advised to retain separate counsel for the transaction and that you prepare a detailed conflict waiver that fully informs the client of the risks and benefits. 8. Changing Terms of Contingency Fee Agreement During Representation - this involves many of the same risks as doing business with a client, and you should follow the same cautionary procedures. NTD 014 0116 ©2016 X.L. America, Inc. All Rights Reserved. Page 1 of 2 May not be copied without permission. III''4,1 01 III C III 1"0III 9. Prejudicing Client's Case Because Of Concern That You Will Not Get Paid -when you withdraw, do so at a time and in a manner designed to protect the client. 10. Continuing To Represent Client After Conflict Develops and Previous Co-Client Has New Counsel - this requires full disclosure of risks, and potentially the need for a conflict waiver by both current and former clients. If you evaluate a potentially problematic conflict and determine that the facts and the rules allow you to accept or continue the representation, you should consider the appropriateness and potential necessity of a written waiver of conflict. In drafting any conflict waiver letter, be specific in setting forth the risks and benefits for the client and advise the client in writing to seek independent counsel prior to waiving the conflict. A poorly drafted conflict waiver letter will generally not serve its intended purpose. DANIEL D. TOSTRUD COBB MARTINEZ WOODWARD PLLC 1700 Pacific Avenue, Suite 3100 Dallas, Texas 75201 (214)220.5220—Direct Dial (214)220.5270—Direct Fax dtostrud cobbmartinez.com NTD 014 0116 ©2016 X.L. America, Inc. All Rights Reserved. Page 2 of 2 May not be copied without permission. M Ils�e i risk it un cir aM a vi c iirrerii Y(Xllr re) ur Ian y ir. As a benefit of your insurance policy, you have access to carefully compiled information and forms, continuing legal education, and real-time risk management advice from experienced legal malpractice defense and ethics counsellors. What We Do s s II N III When You Need III: CII"1.��u �.: �.iill�:� �� II t: t Consult in real time with senior risk RdAlege management attorneys to address Unlike most other risk management difficult ethics and liability issues, programs, you'll speak with your lawyer, including withdrawal,error not with your insurance company.Your communication,conflicts,fee disputes, conversations are protected by attorney- and more. client privilege.Your insurance company will not know that you've sought advice. .'i I"II cs CL..L',...... Every lawyer needs ethics CLEs, and we deliver five hours for each insured Carefully curated and growing library of lawyer.You'll be taught by the same forms, checklists, links, articles,and other lawyers that provide loss prevention resources that will help protect you and your advice and counselling. firm from ever-present and ever-increasing risk. DC Ili':° CUII Cl" Resources to educate yourself and your firm about basic risk management principles, Links to every state's Rules of including multiple forms so that you can Professional Conduct, Ethics Opinions, assess your own policies and risk profile. and the state bar risk management assistance program, if there is one. Because a second opinion never hurts. Unless there is a current countersigned engagement letter on file with Barron&Newburger,P.C.,BNPC is not your lawyer. Create an Account on attorneysriskmanagement.com: • Navigate to www.attorneysriskmanagement.com • Click the "Create New Account" link on the bottom right of the frontpage • Enter your policy number where requested,fill in the information requested, and submit the form • You will receive an email confirming your registration Request a Risk Management Consultation: • Log in to www.attorneysriskmanagement.com. • Click on the"Risk Management Consultation"tab • Fill out the intake forms with the requested information and submit Questions? For assistance, please call 844-782-RISK (7475) orcontact Linda Schmit at lschmit@bn-lawvers.com Unless there is a current countersigned engagement letter on file with Barron&Newburger,P.C.,BNPC is not your lawyer.