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CONTRACT FOR LEGAL SERVICESCONTRACT FOR LEGAL SERVICES The City of Clearwater (the "City") and Motley Rice LLC (the "Firm") in consideration of the terms and conditions set forth herein, enter into this Contract for Legal Services. 1. Scope of engagement: The City requests, and the Firm wishes to perform, the following activities: to investigate, litigate, or negotiate for settlement, actionable claims that may be pursued by the City against individuals and entities related to the marketing, prescribing, distribution, or sale of opioids. The remedies sought may include monetary compensation, injunction, declaratory judgment, damages, restitution, payment of penalties as authorized by law, or other remedies. 2. Terms of engagement: The parties understand that under no circumstances shall the City be liable for any costs, expenses, or attorney fees incurred by the Firm in preparing and conducting this investigation and/or litigation. All expenses, costs and attorneys' fees, if any, shall be paid from the proceeds of the investigation and/or litigation, as a portion of the recovery in the suit after trial or settlement, from an award by the Court to be imposed upon the defendants, by agreement with the defendants, or some combination thereof. The City shall be ultimate decision maker on all matters relating to the investigation and/or litigation, including whether to file litigation and whether and on what terms to settle such litigation. The Firm shall consult with and obtain the approval of the City concerning important issues regarding the investigation, litigation, and any settlement, including but not limited to the complaint and dispositive motions, selection of consultants, experts and other professional services, discovery, pre-trial proceedings, trial, and settlement offers, demands, or negotiations. All draft filings shall be provided to the City sufficiently in advance of filing to permit the City's review. Regular status meetings shall be held as requested by the City. The City also shall designate a point of contact from within the City to be available to any defendants as appropriate. 3. Attorneys' expenses and fees: a. The Firm shall only be entitled to recover such fees, costs, and expenses as are incurred in the investigation and/or litigation from any monetary recovery after judgment or settlement, from an award by the Court to be imposed upon the defendants, by agreement with the defendants, or some combination thereof. In the event there is a judgment or settlement without a monetary payment to the City, the City will not owe anything for costs, expenses, or attorneys' fees, but the Firm may seek attorneys' fees, costs, and expenses from the Court or from defendants. Expenses and costs shall include, but not be limited to, pre -litigation investigation, discovery, pre-trial proceedings, experts, investigators, consultants and other contractors, travel, copying, freight and postage, communications charges, and any other necessary expenses related to the investigation or litigation. Costs and expenses will be deducted from any monetary recovery remaining after subtracting the contingency fee. All costs and expenses related to the investigation and litigation shall be advanced by the Firm and will be recovered by the Firm from any monetary recovery. Expenses of more than $25,000 must be approved in advance by the City. 1 b. The City agrees to pay, as compensation for attorneys' services, twenty percent (20%) of all claims or recoveries from and against all sources, persons, or entities recovered prior to trial, or twenty-five percent (25%) of all claims or recoveries from and against all sources, persons, or entities recovered after trial has begun. The percentage referenced in this paragraph will be calculated on and subtracted from the gross amount of any recovery obtained before any outstanding expenses incurred by the Firm or other costs have been deducted. The City agrees that the Firm may bring in additional lawyers or law firms to assist in handling this matter, though the City must approve the selection of additional counsel. The Firm will be responsible for arranging the division of expenses and fees, if any, with such additional counsel, and the City will not have any role or liability regarding the division of such fees and expenses. c. The value of any injunctive relief, both presently and in the future, shall be included in the value of the recovery for which a contingent fee is paid. However, nothing in this provision will require the City to pay the contingency fee except from a fmancial recovery or as awarded by the Court or negotiated with the defendants. In other words, while the value of injunctive relief will be considered part of the total recovery, the contingency fee will still only be paid pursuant to the terms outlined above. The City and the Firm shall use their best efforts to agree on the value of injunctive relief obtained. In the absence of an agreement between the parties as to the value of relief, the value of such relief shall be determined by consideration of economic models used in the suit, the cost of remediation imposed on the defendants by the Court or the jury, or by other methods agreed upon by the parties. Should the parties fail to agree on the value of the relief obtained, the value shall be determined by a three member arbitration panel whose decision shall be final and non -appealable. Each party shall choose one member of the panel and the two members shall choose the third who shall be the chairperson. The arbitration shall be conducted under the rules of the American Arbitration Association. d. In the event the investigation or litigation results in an award of monetary recovery, declaratory relief, or injunctive relief or any combination of these awards through judgment or settlement the total amount of the costs, expenses and fees to be paid to the Firm shall not exceed 50% of the amount of the monetary recovery (the fee cap), except under circumstances set forth in subparagraph (g) below. In the event that the litigation does not result in an award of monetary recovery, attorneys' fees, costs, and expenses shall only be recoverable through a court award or settlement. e. Should the Court award the City as prevailing party attorneys' fees, costs, and expenses to be paid by the defendants, the City shall support as an award of reasonable attorneys' fees in an amount not less than the contingency fee amount required by this contract. Any costs, expenses, or fees due the lawyers under this contract shall first be satisfied from funds awarded by the Court from the defendants. Such an award of costs, expenses, and fees shall not be considered as part of monetary recovery and shall not be subject to the lawyers' contingency fee described in subparagraph b above. f. Nothing in this Contract shall limit, and the City shall be entitled to seek, from the Court and/or the defendants its own costs, expenses, and fees in pursuing this investigation or litigation. g. If the Firm is terminated by the City or otherwise withdraws from the investigation or 2 litigation, it shall be entitled to a share of any recovery (including injunctive relief) on a quantum meruit basis, as agreed to by the parties or determined by an arbitration panel, selected and operating as laid out above. h. The Firm shall use best efforts to maximize the ultimate net recovery for the City, including using best efforts to recover costs, expenses, and fees in the first instance from defendants, either through settlement or by petitioning the Court. In the event that attorneys' fees, costs, and expenses are paid directly to the Firm, the City will receive an equal credit against the contingency fee, costs, and expenses due the lawyers under this Contract. If the Court awards attorneys' fees, expenses, and costs, the City shall be entitled to that portion of the award that is based on services provided by the City. 4. Referral fee: Twenty-five percent (25%) of any contingency fee or attorneys' fees (but not expenses or costs) paid to the Firm will be paid by the Firm as a referral fee to Louis Kwall, Kwall Barack Nadeau PLLC, 304 S. Belcher Rd; Clearwater, FL 33765. 5. The City shall handle public statements. 6. Confidentiality: The Firm agrees to keep all information gained in the course of representation confidential to the full extent allowed by law, including, but not limited to, information pertaining to the investigation or litigation, the City and its officers and employees. The Firm will not use such information to the detriment of the City nor its officers and employees at any time. It is understood and agreed that any agreement between the Firm and others providing professional services to the lawyers relating to the suit shall contain a confidentiality clause that conforms to the requirements of this paragraph. 7. Malpractice Insurance: The Firm maintains reasonable malpractice insurance and agrees to maintain such insurance during the term of this Contract, which shall begin upon execution of the contract by all parties and end upon completion of the litigation. 8. Modification: This Contract may be modified at any time, in whole or in part, by consent of the City and the Firm. Such modification shall be in writing and signed by all parties to the Contract. Countersigned: —(613lett ^C Att03 By: George N. Cretekos William B. Horne II Mayor City Manager CITY OF CLEARWATER, FLORIDA 4.44e) ---x 3 Approved as to form: 41, 1 Pamela K. Akin City Attorney Dated Attest: Rosemarie Call City Clerk MOTLEY RICE LLC IL,ifida Singer Attorney at LawMember 4