Coordinating Counsel (Claims Litigation) - Citizens Property Insurance

THIS CONTRACT (“Contract”) is between CITIZENS PROPERTY INSURANCECORPORATION (“Citizens”), a legislatively created Florida governmental entity, having itsprincipal place of business at 2312 Killearn Center Blvd., Tallahassee, FL 32309, and FirmName or (Firm Name or “Vendor”) having its principal place of business at_________________________________________________.On _________________________, Citizens issued a Competitive Solicitation No.:___________ for Coordinating Counsel – Claims Litigation (the “Solicitation”). The Vendorsubmitted a response (“Vendor’s Proposal”), and Vendor was selected for the award. ThisContract is a direct result of the terms set forth in the Solicitation and Vendor’s Proposal.In the event that a dispute arises, or an ambiguity exists, in regard to the application or effect ofany of the terms of this Contract, the Solicitation and Vendor’s Proposal may be used to resolvethe ambiguity. In this event, the Parties shall first look to the Solicitation and if that does notresolve the dispute or ambiguity, then Vendor’s Proposal may be referenced.Citizens and the Vendor enter into this Contract to provide Coordinating Counsel ClaimsLitigation services hereinafter Coordinating Counsel.In consideration of the mutual promises and restrictions stated in this Contract, both Partiesacknowledge and agree to the following:SECTION 1TERM AND RENEWALS:1.1 Term of Contract. This Contract shall be effective _______________, and shall continuefor 3 years (the “Base Term”). Unless otherwise specified, all times set forth in thisContract shall be based upon the time in Tallahassee, Florida.1.2 Renewal. This Contract has a single 1-year renewal term (the “Renewal Term”) whichmay be exercised at Citizens’ sole discretion by delivery of written notice any time priorto the expiration of the Base Term.SECTION 2STATEMENT OF WORK: COORDINATING COUNSEL Claims Litigation:2.1 Services. The Vendor shall perform Coordinating Counsel legal services (“Service” or“Services”) as further defined in this Contract, including this section. Vendor’s primaryrole during this Contract is to provide oversight of all of Citizens’ claims litigation matters,and will be responsible for establishing and managing a cost-effective approach for a_____________________________________________________________________________________________Contract between Citizens and ___________ July 2013Contract #13-13-0015-00 Page 1 of 16

coordinated and uniform strategy among Citizens’ contracted outside claims counsel. Inthat regard, Coordinating Counsel will focus on managing and overseeing multiple outsidecounsel firms in individual cases that have common issues and warrant coordinatedlitigation strategies. It is anticipated that Coordinating Counsel may appear on behalf of,and directly represent Citizens under special circumstances as deemed necessary andappropriate by Citizens’ Legal Services. The Coordinating Counsel role will beindependent of outside claims counsel (“Citizens’ Defense Counsel”) currentlyrepresenting Citizens in those matters in which Coordinating Counsel appears.As more fully set forth below, Vendor will conduct Services including the following:Vendor will conduct meetings with Citizens’ Claims staff and other key personnel,including reviewing active pending claims litigation cases and meeting with Citizens’Defense Counsel. These actions will assist Vendor in identifying Citizens’ currentlitigation practices, identifying possible consistencies and inconsistencies and identifyingareas where potential for additional optimization exists.Additionally, while working in conjunction with Citizens’ Claims staff, Vendor will create aLegal Action Plan for all claims litigations matters that will optimize outcomes, and createuniformity and cost efficiency for claims litigation operations. Once the Legal Action Planis approved by Citizens, Vendor will work directly with Citizens’ claims adjusters,Citizens’ Defense Counsel, experts and other Vendors of Citizens, to educate them onits various aspects and begin implementation of the plan.Additionally, the Vendor will engage in such Services as monitoring performance,offering oversight and guidance of claims litigation process, and making sure that theefficiencies and optimizations of the Legal Action Plan are being realized. Vendor will:(1) monitor and oversee the Citizens’ Defense Counsel, and (2) provide advice andregular reports to Citizens on the effectiveness of the Legal Action Plan, and the role ofCoordinating Counsel.A. Review and AssessUpon commencement, Vendor’s Services will include, but are not limited to the following:1. Review and AssessmentReview with Citizens’ Claims staff, Citizens’ current litigation matters handlingprocesses and strategies;Review and evaluate Citizens’ active litigation and appellate cases;Review any relevant trial court rulings, appellate decisions and statutesdealing current Citizens’ claims litigation matters;Review any other significant areas of claims litigation, such as fraud, fraudprevention, and changes to legislation;Meet with Citizens’ Defense Counsel firms, including individuals designatedas trial counsel and appellate counsel that are handling Citizens’ claimslitigation matters, in order to determine their overall strategy andeffectiveness in pre-trial, trial, and appellate matters;Other significant activities deemed important in consultation with Citizens;Evaluate opportunities to optimize jurisdictional and venue issues;Meet with current experts in order to determine overall approach andeffectiveness; andEvaluate opportunities to optimize fact witnesses.Contract between Citizens and __________ June 2013Contract # Page 2 of 16

prevention, and changes to legislation;Meet with Citizens’ Defense Counsel firms, including individualsdesignated as trial counsel and appellate counsel that are handlingCitizens’ claims litigation, in order to monitor their overall strategy andeffectiveness in pre-trial, trial, and appellate matters;Other significant activities deemed important in consultation with Citizens;andMeet with members of Citizens’ Claims and Legal staff withresponsibilities for handling claims litigations matters and Citizens’contracted defense counsel, discuss key aspects of Citizens’ defensecounsel authority, responsibilities, and procedures Settlement authority.2. Meetings and Reporting - Unless otherwise agreed to by the parties, Vendor willcontinue to have in-person, telephonic or videoconferences with Citizens’ Claimsand Legal staff at least once a month or as deemed necessary to discussprogress on Services. Vendor will continue to provide Citizens with a writtenmonthly progress report on any new or claims litigation matters, or otherdevelopment that may impact Citizens’ claims litigation operations, including, butnot limited to, new court decisions, appellate rulings, and proposed changes tolegislation.D. Monitor and OversightThe Vendor will monitor and oversee the project, which will include, but are notlimited to, the following:1. Monitor and Oversighta. Monitor active claims litigation matters and Citizens’ Defense Counsel toensure compliance with the Legal Action Plan.b. Conduct training for new Citizens’ Defense Counsel and Citizens’ staff inaccordance with the Legal Action Plan, including any applicable processesand procedures;c. Conduct additional education for existing Citizens’ Defense Counsel andCitizens’ staff in accordance with the Legal Action Plan, including anyapplicable processes and procedures; andd. Vendor will continue to:Review with Citizens’ Claims staff, Citizens’ current claims litigationhandling, processes and strategies;Review and evaluate Citizens’ active litigation and appellate decisions;Review any relevant trial court rulings, appellate decisions and statutesthat may impact Citizens’ claims litigation matters;Review and evaluate any other significant areas of claims litigation, suchas fraud, fraud prevention, and changes to legislation;Meet with Citizens’ Defense Counsel firms, including individualsdesignated as trial counsel and appellate counsel that are handlingCitizens’ claims litigation matters, in order to monitor their overall strategyand effectiveness in pre-trial, trial, and appellate matters;Other significant activities deemed important in consultation with Citizens;andMeet with members of Citizens’ Claims and Legal staff withresponsibilities for claims litigation and Citizens’ contracted defensecounsel, discuss key aspects of Citizens’ defense counsel authority,Contract between Citizens and __________ June 2013Contract # Page 5 of 16

5.2 Rates for Service:Citizens will pay Vendor based fees based upon the actual time worked at the approvedhourly legal billing rates listed in Exhibit A, Roster, and for authorized costs, including butnot limited to, travel related costs (as set forth in subparagraph B, below). Any changesin the hourly billing rates or personnel identified in the Exhibit “A” Roster must be preapprovedby Citizens in writing. Unilateral rate increases will not be honored.Citizens will pay Vendor for its authorized personnel’s time while traveling to and fromperforming Services under this Contract, at a rate of 50% of their approved normalhourly legal billing rates listed in Exhibit A. Vendor’s invoices will clearly designate in aseparate entry each authorized personnel’s travel time by date and actual time spent intravel status.Subject to the Key Personnel restrictions in Section 2.2, during the course of thisContract Vendor shall provide Citizens’ with an updated Roster identifying changes inVendor’s personnel performing Services under this Contract.The parties have estimated the total billable hours for the Base and Renewal Term. Theactual number of billable hours will vary depending upon a variety of circumstances.Nevertheless, the parties agree to the following estimates:A. Base Term: The following estimates apply to the Base Term1. The parties estimate that during year 1 of the contract there will be approximately4000 billable hours.2. The parties estimate that during year 2 of the contract, there will beapproximately 4000 billable hours.3. The parties estimate that during year 3 of the contract there will be approximately2000 billable hours.B. Renewal Term –The parties estimate that during the Renewal Term (1 year) therewill be approximately 2000 billable hours.C. Taxes. Citizens is a State of Florida legislatively created governmental entity whichdoes not pay Federal excise or state sales taxes on direct purchases of tangiblepersonal property. Citizens will not pay for any personal property taxes levied onVendor or for any taxes levied on employees’ wages.5.3 Prohibitions. This contract is awarded solely to the Firm Name firm based upon theresults of the Solicitation process. Firm Name is prohibited from entering into any jointventure agreements, subcontracts or any fee sharing arrangement(s), explicit or implicit,with any other law firm, entity, or external attorney (including “of counsel” attorneys), toprovide or perform any Service under this Contract. Firm Name is prohibited frompaying compensation under this contract for origination of the Contract, or any relatedreferral fee.5.4 Citizens’ Travel Policy. If (and to the extent) that the Contract provides for Citizens toreimburse Vendor’s travel expenses, Vendor has read and agrees to comply withCitizens’ Vendor Travel Reimbursement Guidelines, as currently in effect andamended in the future. Citizens’ current Vendor Travel Reimbursement Guidelines andassociated forms are attached as Exhibit “B” to this Contract. Vendor shall be solelyresponsible for reimbursing all attorneys or paralegals that will perform services underthis Contract for their travel expenses. To the extent that Citizens agrees to reimburseVendor’s pre-authorized travel expenses, then Citizens will reimburse Vendor for anypre-authorized and approved travel expenses in accordance with Citizens’ VendorContract between Citizens and __________ June 2013Contract # Page 8 of 16

Travel Reimbursement Guidelines. However, the “Reimbursement Procedure” outlinedin the Citizens’ Vendor Travel Reimbursement Guidelines is not applicable to Vendor;Vendor will submit travel expenses for reimbursement through the monthly billingprocedure as defined herein.5.5 Appeal Period. The Parties acknowledge that award of this Agreement is subject toappeal under Citizens’ Plan of Operation. If an aggrieved party successfully appeals theaward of this Agreement, the Parties agree that Citizens has the right to terminate theAgreement for convenience without penalty and will only be obligated for servicesrendered as of the date of termination.5.6 Invoices and Payment: All invoices for Vendor shall be submitted to Citizens’ ContractManager, or by electronic method if notified by Citizens, on a monthly basis and must beat a minimum include the following:ooooooThe contract number;The Vendor’s name and address;The Vendor’s Federal Employment Identification Number (FEIN);The deliverable or service for which compensation is being sought;Citizens’ Contract Manager’s Name; andName, Position title, hourly rate, number of hoursCitizens may require any other information from Vendor that Citizens deems necessaryto verify any payment request placed under the Contract. Invoices that must be returnedto Vendor due to preparation errors will result in a delay in payment. Within thirty (30)days of actual receipt of the invoice, Citizens will either return the invoice to Vendor forcorrection, or approve it and process it for payment.SECTION 6CONTRACT ADMINISTRATION:6.1 Contract Administrator. Citizens shall name a Contract Administrator during the term ofthis Contract whose responsibility shall be to maintain this Contract. All legal noticesand contractual documents shall be sent to the Contract Administrator in addition to theCitizens’ Contract Manager named below in Section 6.2. As of the Effective Date, theContract Administrator is:Ommet Mbiza, Purchasing Department2101 Maryland CircleTallahassee, Florida 32303(850) 521-8310citizens.purchasing@citizensfla.comCitizens shall provide written notice to Vendor of any changes to the ContractAdministrator; provided, such changes shall not be deemed Contract amendments.6.2 Contract Managers. Each party will designate a Contract Manager during the term ofthis Contract whose responsibility shall be to oversee the party's performance of itsduties and obligations pursuant to the terms of this Contract. As of the effective date,Citizens’ and Vendor’s Contract Managers are as follows:Contract between Citizens and __________ June 2013Contract # Page 9 of 16

Citizens’ Contract ManagerElaina K. PaskalakisAssistant General Counsel & Director of Litigation Legal ServicesCorporate Legal ServicesDepartmentCitizens Property Insurance Corporation7215 Financial WayJacksonville, FL 32256(904) 407-0112Elaina.Paskalakis@citizensfla.comVendor’s Contract ManagersFirm Name6.3 Execution in Counterparts. This Contract may be executed in counterparts, each ofwhich shall be an original, and all of which shall constitute but one and the sameinstrument.6.4 Modification of Terms. The Contract may only be modified or amended upon mutualwritten agreement of Citizens and Firm. No oral agreements or representations shall bevalid or binding upon Citizens or Firm. No alteration or modification of the Contract termsshall be valid or binding against Citizens. Firm may not unilaterally modify the terms ofthe Contract by incorporating such terms onto Firm’s fiscal forms or other documentsforwarded by Firm for payment. Citizens' acceptance of product or processing ofdocumentation on forms furnished by Firm for approval or payment shall not constituteacceptance of the proposed modification to terms and conditions.6.5 Citizens’ Code of Ethics and Conflict of Interest Disclosure Form. Vendor has read andagrees to comply with the applicable portions of Citizens’ Code of Ethics, as currently ineffect and amended in the future, and executed a Conflict of Interest Disclosure Form asspecified by Citizens.6.6 Right to Audit Records. Citizens, and other government entities as required by law suchas the State of Florida Auditor General, shall have the right to review and audit any ofVendor’s Records related to this Contract, upon reasonable written notice of at leastthree (3) business days. Vendor shall not unreasonably delay or inhibit Citizens’ right toaudit as set forth in this section. Vendor agrees to reimburse Citizens for the reasonablecosts of investigation incurred by Citizens for investigations of Vendor’s compliance withthis Contract which results in termination for cause or in regulatory or criminal penaltiesin connection with performance of the Contract. Such costs shall include, but shall not belimited to: salaries of investigators, including overtime; travel and lodging expenses; andexpert witness and documentary fees. Vendor shall not be responsible for any costs ofinvestigations that do not result in termination for cause or in regulatory or criminalpenalties in connection with performance of the Contract.6.7 Public Records. Vendor acknowledges that Citizens is subject to Chapter 119, FloridaStatutes, Public Record Requests (“PRR”); therefore, any information provided toCitizens may fall within the disclosure requirements of Chapter 119, Florida Statutes.Vendor must clearly label and mark each page or section of information provided toCitizens in connection with this Contract that it considers Trade Secret, or otherwiseconfidential or exempt from Chapter 119, and s. 24(a), Art. I., State Const. (“Vendor’sConfidential Information”).Contract between Citizens and __________ June 2013Contract # Page 10 of 16

If Citizens receives a PRR or request from any regulatory or legislative entity regardingVendor’s Confidential Information it shall promptly notify Vendor in writing, orelectronically. The parties agree (to the extent permitted by law) that Citizens shall notproduce Vendor’s Confidential Information unless authorized by Vendor, or by order of aCourt of competent jurisdiction. In the event a legal proceeding is brought to compel theproduction of Vendor’s Confidential Information, the parties agree that Citizens isauthorized to deliver Vendor’s Confidential Information to the Court or other legal tribunalfor disposition. If Vendor continues to assert in good faith that Vendor’s ConfidentialInformation is confidential or exempt from disclosure or production pursuant to Chapter119, Florida Statutes, then Vendor shall be solely responsible for defending its position,or seeking a judicial declaration. Nothing in this Contract shall create an obligation orduty for Citizens to defend or justify Vendor’s position. Vendor also agrees to indemnifyand hold harmless Citizens for any award, damages, fines, fees, penalties or impositionsof whatsoever nature or kind and all costs and fees, including attorney’s fees, incurredby Citizens in connection with this section.If Vendor receives a PRR that is in any way related to this Contract, Vendor agrees toimmediately notify Citizens’ Record Custodian and forward the PRR to Citizens’ RecordCustodian for logging and processing. Citizens’ Records Custodian’s email address is:Recordsrequest@citizensfla.com. Citizens shall be the party responsible forcoordinating the response and production to the PRR. Vendor is not authorized tounilaterally respond to a PRR without express written direction from Citizens.Vendor agrees to assist Citizens in responding to any PRR in a prompt and timelymanner as required by Chapter 119, Florida Statutes.6.8 Dispute Resolution. Vendor acknowledges that Citizens is not an agency for purposesof the Florida Administrative Procedures Act, Chapter 120 of the Florida Statutes. Priorto commencing any litigation relating to the terms of the Contract the parties agree thatthey will attempt to resolve any dispute through non-binding mediation. The partiesagree that, if a disagreement arises as to the terms or enforcement of any provision ofthis Contract, each party shall in good faith attempt to resolve the disagreement andexhaust all applicable administrative remedies prior to the filing of a lawsuit orcommencing a legal action.7.1 Termination.SECTION 7ADDITIONAL TERMS AND CONDITIONS:A. Citizens may cancel or terminate this Contract at any time upon thirty (30) daysadvance written notice to the Firm. After receiving such notice, the Firm will cease torender services to Citizens as soon as allowed by applicable law and ethical and/orcourt rules, which may include court approval of our withdrawal from litigation.B. The Firm reserves the right to withdraw from its representation if, among otherthings, Citizens should fail to honor the terms of its engagement, fail to cooperate orfollow the Firm’s advice on a matter the Firm considers material, or if anycircumstance arises that would in our view render the Firm’s continuingrepresentation unlawful, unethical, or undesirable.C. A termination of the Firm’s services will not affect Citizens’ responsibility for paymentof legal services rendered and other charges incurred both before termination andContract between Citizens and __________ June 2013Contract # Page 11 of 16

afterwards in connection with an orderly transition of the matter, including fees andother charges arising in connection with any transfer of files to Citizens or to othercounsel.7.2 Duties Upon Completion of Term. Upon completion of all terms of this Contract, Citizensmay, at its discretion, request Vendor:A. To continue to provide services as specified in this contract for assignments, atcurrent terms and conditions and pricing, previously assigned to Vendor and;B. Upon closure of all assigned indications, require Vendor to immediately return toCitizens all files, documentation and information, including all Citizens property orsupplies.7.3 Security and Confidentiality. Vendor agrees and acknowledges that certain informationdisclosed by Citizens to Vendor in the course of this Contract is confidential and exemptfrom Florida Public Record laws contained in Chapter 119, Florida Statutes, and maycontain other proprietary or Trade Secret information. Both parties further agree that thisinformation, together with any data and documentation, including all nonpublic personalinformation such as to be subject to the provisions of Section 627.351(6), Fla. Stat., and15 U.S.C. §§6801 et seq., and further including, without limitation, all information, data,and documentation related to manuals, lists, policyholder information, operating andother systems or programs, business practices or procedures, insurance policies,claimants or claims, and business, governmental, and regulatory matters of Citizens areconfidential (“Citizens’ Confidential Information”). Vendor shall not use, disclose,communicate, possess, transmit, copy or reproduce any of Citizens’ ConfidentialInformation, and shall not permit any third parties or business entities to disclose,distribute or otherwise transmit Citizens’ Confidential Information, in whole or in part, inany manner. Vendor agrees to exercise a high level of care sufficient to protect Citizens’Confidential Information, documents, files, system programs, or data in any form fromunauthorized disclosure. The sale, disclosure, duplication, or unauthorized use of thisinformation is grounds for immediate termination of the Contract as a Material Breach.This provision shall not apply to documentation, information or material that: (1) ispublicly available through no fault of Vendor; or (2) Vendor developed independentlywithout relying in any way on Citizens’ Confidential Information. This section shallsurvive the termination or expiration of the Contract, regardless of the reason fortermination or expiration. To ensure confidentiality, Vendor shall take appropriate stepsas to its personnel, agents, and subcontractors. The warranties of this provision shallsurvive the Contract.The Vendor acknowledges and agrees that Citizens will suffer irreparable harm and thatmonetary damages will not be adequate to compensate Citizens, in the event that theVendor fails to comply with the provisions of this section and specifically the provisionsof this section. Accordingly, in addition to any other remedies available to it at law or inequity, Citizens shall be entitled to injunctive relief to enforce the provisions of thissection of the Contract.7.4 Maintenance of Confidential Information. During the Term of this Contract, and after itstermination for any reason, Citizens shall have the right to request in writing and receiveeither the immediate return or the immediate destruction from the Vendor of any tangiblerecords, documents, e-mails, computer files, CDs, disks, hard drives, and any othertangible item that contains, represents, or otherwise includes any ConfidentialInformation of Citizens’. In addition, Citizens shall have the right, during the term of thisContract between Citizens and __________ June 2013Contract # Page 12 of 16

Contract and after its termination, to request that the Vendor permanently delete anddestroy any Confidential Information contained in any computers, hard drives, servers orother data storage systems of the Vendor.7.5 Severability. If a court deems any provision of the Contract void or unenforceable, thatprovision shall be enforced only to the extent that it is not in violation of law or is nototherwise unenforceable and all other provisions shall remain in full force and effect.7.6 Compliance with Laws. Vendor will comply with all applicable laws, ordinances, rules,and regulations governing Vendor’s duties or responsibilities under this Contract.Vendor is responsible for assuring that all persons who perform Services for Vendorunder this Contract are properly licensed and that such individuals comply with allapplicable laws governing their conduct.7.7 Liability of Vendor. Vendor will be solely responsible for and will assume liability fordamages caused by the acts, errors or omissions of the Vendor Personnel. Nothing inthis Contract shall be deemed to waive Citizens’ immunity as set forth in section627.351(6), Florida Statutes, and elsewhere in the law.7.8 Assignment/Subcontracting. Vendor may not assign or subcontract its rights orobligations without first obtaining the written permission of Citizens.7.9 Jurisdiction and Venue. This Contract shall be deemed to have been made in the Stateof Florida and shall be subject to, and governed by, the laws of the State of Florida, andno doctrine of choice of law shall be used to apply any law other than that of the State ofFlorida. Each party hereby irrevocably consents and submits to the exclusive jurisdictionof the State courts sitting in Tallahassee, Leon County, Florida, for all purposes underthis Contract, and waives any defense to the assertion of such jurisdiction based oninconvenient forum or lack of personal jurisdiction. The parties also agree to waive anyright to jury trial.7.10 Headings. The sections and headings herein contained are for the purposes ofidentification only, and shall not be considered in construing this Contract.7.11 Names and Logos. Without the prior written consent of Citizens, Vendor (includingVendor’s authorized subcontractors, agents or assignees) shall not publish or useCitizens’ name, logo, or symbols from which Citizens’ name may be reasonably inferredor implied. This includes but is not limited to using Citizens’ name, logo or symbol in anyresearch, solicitations, advertisements, promotions, or any other publicity matter relatingdirectly or indirectly to this Contract. Additionally, without the prior written consent ofCitizens, Vendor shall not use this Contract for marketing or business referencepurposes.7.12 Waiver. The delay or failure by a party to exercise or enforce any of its rights under thisContract shall not constitute or be deemed a waiver of the party’s right thereafter toenforce those rights, nor shall any single or partial exercise of any such right precludeany other or further exercise thereof or the exercise of any other right.7.13 Entire Contract. This Contract and any and all exhibits, schedules and enclosuresattached hereto, each of which is incorporated into this Contract by this reference,constitute and embody the entire Contract and understanding of the parties with respectto the subject matter hereof, supersede any prior or contemporaneous Contracts orunderstandings with respect to the subject matter hereof.7.14 Warranty of Authority. Each person signing the Contract warrants that he or she is dulyauthorized to do so and to bind the respective party to the Contract.Contract between Citizens and __________ June 2013Contract # Page 13 of 16

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IN WITNESS WHEREOF, this Contract has been duly executed by authorized representativesof the Parties hereto.CITIZENS PROPERTY INSURANCECORPORATIONFirm Name.SIGNATURESIGNATURETYPED NAMETYPED NAME___________________________________________TITLETITLEDATE SIGNEDDATE SIGNEDSIGNATUREVENDOR FEDERAL EMPLOYERIDENTIFICATION NUMBERTYPED NAMETITLEDATE SIGNEDContract between Citizens and __________ June 2013Contract # Page 16 of 16