State of Vermont contract with Baron & Budd

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STATE OF VERMONT - Office of the Attorney General STANDARD CONTRACT FOR SERVICES - Baron & Budd, P.C. Con!Tact# 26552 1. Parties Page I of 11 This is a contract for services between the State ofVennont, Office' of the Attorney General (hereafter called "State") and Baron & Budd, P .C. with a principal place of business in Dallas, Texas, (hereafter called "Contractor"). Contractor's form of business organization is a prOfessional corporation. It is Contractor's responsibility to contact the Vermont Department of Taxes to detennine if, by law, Contractor is required to have a Vermont Department of Taxes Business Account Number. 2, Subject Matter The subject matter of this contract is legal'services. Detailed services to be provided by Contractor are described in Attachment A. 3. Maximum Amount In consideration of the services to be perfonned by Contractor, the State agrees to pay Contractor in accordance with the payment provisions specified in Attachment B. 4. Contract Term The period of Contractor's performance shall begin on May 15, 2014'and end on June 30, 2016. 5. Prior Approvals If approval by the Attorney General's Office, Secretary of Administration, DII CIOiCommissioner, or Chief Marketing Officer is required, (under current law, bulletins, and interpretations), neither this contract nor any amendment to it is binding until it has been approved by such persons. Approval by the Attorney General's Office is 0 is not required. Approval by the Secretary of Administration is 0 is not required. Approval by the CIO/Commissioner ofDI! 0 is is not required. Approval by the CMOIMarketing Services 0 is is not requ ir ed. , 6. Amendment This contract represents the entire agreement between the parties; no changes, modifications, or amendments in the terms and conditions of this contract shall be effective unless reduced to writing, numbered and signed by the duly authorized representative of the State and Contractor. 7: Cancellation This contraCt may be canceled by the State by giving written notice at least 30 days in advance. Contractor may' cancel pursuant to 5 of Attachment D. . 8. Attachments This contract consists of II · pages including the following attachments, which are incorporated herein: Attachment A - Specifications of Work to be Performed Attachment B - Payment Provisions Attachment C - "Standard State Provisions for Contracts and Grants" a preprinted form (revision date 11101112) Attachment D - Other Provisions

Transcript of State of Vermont contract with Baron & Budd

STATE OF VERMONT - Office of the Attorney General STANDARD CONTRACT FOR SERVICES - Baron & Budd, P.C. Con!Tact# 26552

1. Parties

Page I of 11

This is a contract for services between the State ofVennont, Office' of the Attorney General (hereafter called "State") and Baron & Budd, P .C. with a principal place of business in Dallas, Texas, (hereafter called "Contractor"). Contractor's form of business organization is a prOfessional corporation. It is Contractor's responsibility to contact the Vermont Department of Taxes to detennine if, by law, Contractor is required to have a Vermont Department of Taxes Business Account Number.

2, Subject Matter The subject matter of this contract is legal 'services. Detailed services to be provided by Contractor are described in Attachment A.

3. Maximum Amount In consideration of the services to be perfonned by Contractor, the State agrees to pay Contractor in accordance with the payment provisions specified in Attachment B.

4. Contract Term The period of Contractor's performance shall begin on May 15, 2014 'and end on June 30, 2016.

5. Prior Approvals If approval by the Attorney General's Office, Secretary of Administration, DII CIOiCommissioner, or Chief Marketing Officer is required, (under current law, bulletins, and interpretations), neither this contract nor any amendment to it is binding until it has been approved by such persons.

• Approval by the Attorney General's Office ~ is 0 is not required. • Approval by the Secretary of Administration ~ is 0 is not required. • Approval by the CIO/Commissioner ofDI! 0 is ~ is not required. • Approval by the CMOIMarketing Services 0 is ~ is not required.

, 6. Amendment This contract represents the entire agreement between the parties; no changes, modifications, or amendments in the terms and conditions of this contract shall be effective unless reduced to writing, numbered and signed by the duly authorized representative of the State and Contractor.

7: Cancellation This contraCt may be canceled by the State by giving written notice at least 30 days in advance. Contractor may' cancel pursuant to ~ 5 of Attachment D. .

8. Attachments This contract consists of II· pages including the following attachments, which are incorporated herein:

• Attachment A - Specifications of Work to be Performed • Attachment B - Payment Provisions • Attachment C - "Standard State Provisions for Contracts and Grants" a preprinted form (revision date

11101112) • Attachment D - Other Provisions

STATE OF VERMONT - Office of the Attorney General STANDARD CONTRACT FOR SERVICES - Baron & Budd, P.C.

9. Order of Precedence

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Any ambiguity, conflict or inconsistency in the Contract Documents shall be resolved according to the following order of precedence:

1) Standard Contract 2) Attachment C (Standard Contract Provisions for Contracts and Grants) 3) Attachment B 4) Attachment A 5) Attachment D

WE THE UNDERSIGNED PARTIES AGREE TO BE BOUND BY THIS CONTRACT:

By tlie State of Vermont:

Dore ,-q-/~ Signature: 14- /( . Name: Wi\;:;;m; Griffin

Date:

Signatur·C:·::::~~[J.~2~~!21'1t221L?-r-__

Name:

Title: Chief Assistant Attorney General Title: Shareholder, Baron & Budd, P.C.

(Remainder of page intentionally left blank)

STATE OF VERMONT - Office of the Attorney General STANDARD CONTRACT FOR SERVICES - Baron & Budd, P,C,

ATTACHMENT A SPECIFICATIONS OF WORK TO BE PERFORMED

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The purpose of this contract is for Baron & Budd, P,C, to provide the State ofVennont, Office of the Attorney General with legal services, further described below, seeking damages and other relief and/or recovery arising from coniamiriation of the State's property and waters with methyl tertiary butyl ether ("MTBE"), a chemical that was blended into gasoline. .

CONTRACT REPRESENTATIVES

Primary contact for Contractor shall be Scott Summy, Shareholder, Baron & Budd, P,C,

Primary contact for State shall be Scot Kline, Assistant Attorney General.

SERVICES PROVIDED

Contractor will provide legal services as follows:

Baron & Budd, P,C, will provide legal services to the State of Vermont, Office of the Attorney General with respect to investigation, preparation, filing, prosecution, and appeal of civil claims and/or actions for damages and other legal recovery and/or relief arising from contamination of groundwater supplie1\ and other property by methyl tertiary butyl ether ("MTBE"), tert-butyl alcohol ("TBA"), their degradants, and other contaminants of concern identified by Contractor and approved by the State ("the Action"),

Contractor shall appear and assist the Office of the Attorney General ("AGO") in the conduct of the Action, Specifically, Contractor shall repOli to and be subject to supervision of the AGO in the conduct of the Action; Contractor shall consult with the AGO, which shall retain control over decision-making, and have final authority over all aspects of the Action, Contractor shall assist in the Action under the direction of the AGO,

All briefs and other materials to be filed with the court shall first be approved by the AGO and provided in draft form in a timely manner for review, Regular status meetings will be held as requested by the AGO or Contractor.

The State 'unde.rstands that Baron & Budd, P,C, has associated with Weitz & Luxenberg P,C" the Pawa Law Group, P.C, and the Law Office ofL, Michael MessinaPA in this matter, The State hereby approves the law firms' fee split of the Contingent Fee as follows: forty (40) percent to -Baron & Budd, P,C" forty (40) percent to Weitz & Luxenberg P,C" twelve (12) percent to 'Pawa Law Group, P,C, and eight (8) percent to Law Office· of L. MichaelMessina P,A, Each of the law firms has assumed joint responsibility for the representation in this matter; the State will pay the contingent fee due to each of the law firms according to the respective shares set fOlih herein, The State also has been apprised and acknowledges that the costs of litigation will be advanced by Baron & Budd, P,C, and Weitz & Luxenberg P,C" in equal shares, With prior approval of the AGO, as required by Rule 1.5(e)(2) of the Vermont Rules of Professional Conduct, Contractor may also retain other attorneys to assist in performing the contracted services,

Contractor shall also defend any claims, counterclaims, cross-claims, or third-party claims asserted against the State, AGO, Agency of Natural Resources, or any agent o,r employee thereof, in the. Action or

STATE OF VERMONT 0 Office of the Attorney General STANDARD CONTRACT FOR SERVICES - Baron &, Budd, P.C. ·

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matters consolidated with the Action, or matters arising out of or related to the Action, or iransactions that serve as the basis for claims against the defendants in the Action.

STATE OF VERMONT - Office of the AttoJ11ey General STANDARD CONTRACT FOR SERVICES - Baron & Budd, P.C.

ATTACHMENT B PAYMENT PROVISIONS

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I. CONTINGENT FEE. The State shall pay Contractor and associated counsel a contingent fee of twenty-five percent (25%) on the Recovery.

"Recovery" means the total monetary recovery actually received by the State, less costs reimbursed to Contractor and the State, whether by settlement, arbitration award, court judgment following trial or appeal', or otherwise. "Recovery" shall also include (I) the fair market value of any non-monetary property andlor services to be transferred andlor rendered for the benefit of the State; and (2) any attorney's fees and costs recovered by the State as part of any cause of action that provides a basis for such an award. In the event orany non-monetary Recovery, the contingency fee shall not exceed the total cash pOltion of the Recovery in the case. If the State and Contractor disagree with respect to the val.ue of any non-monetary Recovery, they shall proceed as follows: the State and Contractor shall each select an appraiser qualified to conduct an appraisal of the value of the non-monetary Recovery. The parties' selected appraisers shall then confer and select a third qualified appraiser, and determine the amount of the appraiser's fee, and where appropriate and consistent with this Agreement, determine a schedule of payments. The third appraiser's payment shall be deducted from the Recovery before the contingent-fee calculation is made. The.third appraiser shall then appraise the value of the non-monetary Recovery. The third appraiser's valuation shall be final and binding on the parties.

"Recovery" may come from any Source, including, but not limited to, the adverse parties to the State andlor their insurance carriers andlor any third party, whether or not a party to forrnallitigation. The contingent fee is calculated by mUltiplying the Recovery by the appropriate fee percentage. Any Recovery will be payable to the State, which will, upon receipt, promptly calculate and pay Contractor's contingent fee as described herein.

In the event that there is a Recovery and the contingent fee portion of this agreement is determined to be unenforceable for any reason or Contractor is prevented from representing the State on a contingent fee basis, the State agrees to pay a reasonable fee in relation to such Recovery for the services rendered. The State agrees that it will not challenge the enforceability of the contingent fee portion of this agreement and waives any right to do so to the extent permissible by law. If the parties are unable to agree on a reasonable fee for the services rendered, the State and Contractor agree to attempt to resolve any such dispute by mediating in good faith.

2. LITIGATION COSTS AND EXPENSES: Contractor shall be responsible for advancing costs and expenses related to the Action, such as experts, transcripts, printing, etc., and will pay these costs and expenses directly. The State will be responsible for advancing its own costs, such as travel for AGO employees and copying. Costs of Contractor (and associated counsel) and the State shall be reimbursed from any cash Recovery prior to the distribution of any fees. Such costs shall be reimbursable only to the extent of any cash Recovery.

3. RECOVERY FROM FEWER THAN ALL DEFENDANTS. In the event of a Recovery in which fewer than all defendants agree to a settlement with' the State and the case proceeds against remaining defendants, fees on such sett[ememt will be payable to Contractor at the time of such Recovery pursuant to paragraph 1.

4. STATE'S INTERNAL ATTORNEY AND PARALEGAL FEES. The State shall maintain records of the time expended on the Action by AGO attorneys and paralegals, which time shall be valued at $200/hour for attorneys and $50/hour for paralegals.

STATE OF VERMONT - Office of the Attorney General STANDARD CONTRACT FOR SERVICES - Baron & Budd, P,C,

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5, ORDER, PRIORITY, AND TIMING OF DISTRIBUTIONS, When there is a Recovery, distributions shall be in the following order and priority: (1) reimbursement of costs to both the State and Contractor (and associated 'co-counsel); (2) payment of State's internal attorney and paralegal fees; and (3) the State's share of the Recovery and Contractor's contingent fees, simultaneously, The State shall distribute each of the four law firms' shares of the contingent fees directly to each of the four firms, With respect to the deduction from the Recovery ofthe State's internal attorney and paralegal fees, in no event shall such deduction cause the contingent fee on any Recovery t.o fall below twenty-three percent (23%), Timing of distributions and actions needed for distribution shall be as follows: within fourteen days of receipt of a Recovery the State and Contractor shall exchange documentation of their out-of-pocket costs and regarding the State's internal AGO attorney and paralegal hours to date; within twenty-one days of receipt of a Recovery the State will send to Contractor and associated co-counsel a distribution memo setting forth the costs to be reimbursed to outside counsel, the costs and internal AGO hourly fee deductions to be made from the Recovery, and setting forth the State's share and contingent fee share of each law firm under this contract. Any request to correct the distribution memo shall be made within 7 days of receipt thereof. Within 45 days ofthe Recovery, the State shall deliver payment to Contractor and associated law firms,

6, QUARTERLY REPORTING, Contractor shall submit to the State quarterly reports of costs, with the first report due on September 1, 2014, Such reports shall be subject to audit by the AGO.

7. CONFIDENTIALITY. All communications between the State and Contractor and/or its associated law firms shall be treated as strictly privileged & confidential communications between attorney and client. Contractor and its associated law firms shall maintain as confidential all information concerning their legal work product, the legal work PfQduct of the AGO, the business ofthe .state agencies and any other information which may be specifically classified as confidential by the state agency.

8. PUBLICITY. The State shall have authority to control all statements to the media. Contractor and associated counsel will only make statements to the media with the express permission of the State, which shall approve the content of any such statements.

STATE OF VERMONT· Office of the Attorney General STANDARD CONTRACT FOR SERVICES· Baron & Budd, P,C,

ATTACHMENT C STANDARD STATE PROVISIONS

REVISED NOVEMBER 2012

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1, Entire Agreement: This Agreement, whether in the form of a Contract, State Funded Grant, or Federally Funded Grant, represents the entire agreement between the parties on the subject matter. All,prior agreements, representations, statements, negotiations, and understandings shall have no effect.

2. Applicable Law: This Agteement will be governed by the laws of the State of Vermont.

3. Definitions: For purposes of this Attachment, "Party" shall mean the Contractor, Grantee or Subrecipient, with whom the State of Vermont is executing this Agreement and consistent with the form of the Agreement.

4. Appropriations: If this Agreement extends into more than one fiscal year of the State (July I to June 30), and if appropriations are insufficient to support this Agreement, the State may cancel at the end of the fiscal year, or otherwise upon the expiration of existing appropriation authority, In the case that this Agreementis a Grant that is funded in whole or in part by fedenil funds, and in the event federal funds become unavailable or reduced, the State may suspend or cancel this Grant immediately, and the State shall have no obligation to pay Subrecipient from State revenues,

5. No Employee Benefits For Party: The Party understands that the State will not provide any individual retirement benefits, group life insurance, group health and dental insunince, vacation or sick leave, workers compensation or other benefits or services available to State employees, nor will the state withhold any state or federal taxes except as required under applicable tax laws, which shall be determined in advance of execution of the Agreement. The Party understands that all tax returns required by the Internal Revenue Code and the State of Vermont, including but not limited to income,. withholding, sales and use, and rooms and meals, must be filed by the Party, and information as to Agreement income will be provided by the State of Vermont to the Internal Revenue Service and the Vermont Department of Taxes,

6. Independence, Liability: The Party will act in an independent capacity and not as officers or employees of the State,

The Party shall defend the State and its officers and employees against all claims or suits arising in whole or in part from any act or omission of the Party or of any agent of the Party, The State shall notify the Party in the event of any such claim or suit, and the Party shall immediately retain counsel and otherwise provide a complete defense against the entire claim or suit.

After a final judgment or settlement the Party may request recoupment of specific defense costs and may file suit in Washington Superior Court requesting recoupment. The Party shall be entitled to recoup costs ,only upon a showing that such costs were entirely unrelated to the defense of any claim arising from an act or omission of the Paliy,

The Party shall indemnify the State and its officers and employees in the event that the State, its officers or empioyees become legally obliga)ed to pay any dam'ages or losses arising from any act or omission of the Party,

7. Insurance: Before commencing work on this Agreement the Party must provide certificates of insurance to show that the following minimum coverages are in effect. It is the, responsibility of the Party to maintain current certificates of insurance on file with the state through the term of the Agreement. No warranty is made that the coverages and limits listed herein are adequate to cover and protect the interests of the Party,

STATE OF VERMONT - Office <if the Attorney General STANDARD CONTRACT FOR SERVICES - Baron & Budd, P,C,

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for the Party's operations, These are solely minimums tliat have been established to protect the interests of the State,

Workers Compensation: With respect to all operations performed, the Party shall carry workers' compensation insurance in accordance with the laws of the State of Vermont.

General Liability and Property Damage: With respect to all operations performed under the contract, the Party shall carry general liability insurance having all major divisions of coverage including,' but not limited to:

Premises - Operations

Products and Completed Operations

Personal Injury Liability

Contractual Liability

The policy shall be on an occurrence form and limits shall not be, less than:

$1,000,000 Per Occurrence

$1,000,000 General Aggregate

$1,000,000 Products/Completed Operations Aggregate

$ 50,000 Fire/ Legal/Liability

Party shall name the State of Vermont and its officers and employees as additional insureds for liability arising out of this Agreement.

Automotive Liability: The Party Shall carry automotive liability insurance covering all motor vehicles, including hired and non-owned vehicles, used in connection with the Agreement. Limits of coverage ' shall not be less than: $1,000,000 combined single limit.

Party shall name the State of Vermont and its officers and employees as additional insureds for liability arising out of this Agreement.

8. Reliance by the State on Representations: All payments by the State under this Agreement will be made in reliance upon the accuracy of all prior representations by the Party, including but not limited to bills, invoices, progress reports and other proofs of work. '

9. Requirement to Have a Single Audit: In the case that this Agreement is a Grant that is funded in whole or in part by federal funds, the Subrecipient will complete the Subrecipient Annual Report annually within 45 days after its fiscal year end, informing the State of Vermont whether or not a single audit is required for the prior fiscal year. If a single audit is required, the Subrecipient will submit a copy of the audit report to the granting Party within 9 months. If a single audit is not required, only the Subrecipient Annual Report is required.

A single audit is required if the Subrecipient expends $500,000 or more in federal assistance during its fiscal year and must be conducted in accordance with OMB Circular A-I33 , The 'Subrecipient Annual Report is required to be submitted within 45 days, whether or not a single audit is required,

10. Records Available for Audit: The Party will maintain all books, documents, payroll papers, accounting records and other evidence peltaining to costs incurred under this agreement and make them available at reasonable times during the period of the Agreement and for three years thereafter for inspection by any authorized representatives of the State or Federal Government. If any litigation, claim, or audit is started before the expiration of the three year period, the records shall be retained until all litigation, claims or audit '

STATE OF VERMONT - Office of the Attorney General STANDARD CONTRACT FOR SERVICES - Baron & Budd, P.C.

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findings involving the records have been resolved. The State, by any authorized representative, shall have the right at all reasonable times to inspect or otherwise 'evaluate the work performed or being performed under this Agreement. '

11. Fair Employment Practices and Americans with Disabilities Act: Party agrees to comply with the requirement of Title 21 V.S.A. Chapter 5, Subchapter 6. relating to fair employm~mt practices, to the full

, extent applicable. Party shall also ensure, to the full extent required by the Americans with Disabilities Act of 1990, as amended, that qualified individuals with disabilities receive equitable access to the services, programs, and activities provided by the Party under this Agreement. Party further agrees to include this provision in all subcontracts.

12. Set Off: The State may set off any sums which the Party owes the State against any sums due the Party under this Agreement; provided, however, that any set off of amounts due the State of Vermont as taxes shall be in accordance with the procedures more specifically provided hereinafter.

13. Taxes Due to the State:

a. Party understands and acknowledges responsibility, if applicable, for compliance with State tax laws, including income tax withholding for empfoyees performing services within the State, paym'ent of use tax on property used within the State, corporate andlor personal income tax on income earned

' within the State. '

b. Party certifies under the pains and penalties of perjury that, as of the date the Agreement is signed, the Party is in good standing with respect io, or in full compliance with, a plan to pay any and all taxes due the State of Vermont.

c. Party understands that final payment under this Agreement may be withheld if the Commissioner of Taxes determines that the Party is not in good standing with respect to or in full compliance with a plan to pay any and all taxes due to the State of Vermont.

d. Party also understands the State may set off taxes (and related penalties, interest and fees) due to the State ofVerlnont, but only if the Party has failed to make an appeal within the time allowed by law, or an appeal has been taken and finally determined and the Party has no further legal recourse to contest the amounts due.

14. Child Support: (Applicable if the Pm1y is a natural person, not a corporation or partnership.) Party states that, as of the date the Agreement is signed, he/she:

a, is not under any obligation to pay child support; or

b. is under such an obligation and is in good standing with respect to that obligation; or

c. has agreed to a payment plan with the Vermont Office of Child Support Services and is in full compliance with that plan.'

Party makes this statement with regard to support owed to any and all children residing in Vermont. In addition, if the Party is a resident of Vermont, Party makes this statement with regard to support owed to any and all children residing in any other state or territory of the United States.

15. Sub-Agreements: Party shall not assign, subcontract or subgrant the performance of this Agreement or any portion thereof to any other Party without the prior written approval of the State. Party also agrees to include all subcontract or sub grant agreements and a tax certification in accordance with paragraph \3 above.

STATE OF VERMONT - Office of the Attorney General STANDARD CONTRACT FOR SERVICES- Baron & Budd, P,C,

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, 16. No Gifts or Gratuities: Party shall not give title or possession of any thing of substantial value (including property, currency, travel and/or education programs) to any officer or employee of the State during the term of this Agreement.

17. Copies: All written reports prepared under this Agreement will be printed using both sides of the paper.

18. Certification Regarding Debarment: Party certifies under pains and penalties of perjury that, as of the date thai this Agreement is signed., neither Party nor Party's principals (officers, directors, owners, or partners) are presently debarred, suspended, proposed for debarment, declared ineligible or excluded from participation in federal programs or programs supported in whole or in part by federal funds , •

Party further certifies under pains and penalties of perjury that, as of the date that this Agreement is signed, Party is not presently debarred, suspended, nor named on the State's debarment list at: http://bgs ,vermont. gov /purchasi ng/ debamlent

19. Certification Regarding Use of State Funds: In the casethat Party is an employer and this Agreement is a State Funded Grant in excess of $1 ,001, Party certifies that none of these State funds will be used to interfere with or restrain the exercise of Party's employee's riglits with respect to unionization,

(End of Standard Provisions)

STATE OF VERMONT - Office of the Attorney General STANDARD CONTRACT FOR SERVICES - Baron & Budd, P.C.

ATTACHMENT D OTHER PROVISIONS

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1.' Professional Liability Insurance - Before commencing work on this contract and throughout the term of this contract, Contractor shall procure and maintain professional liability insurance for any and all services performed under this contract,. with minimum coverage of $1,000,000 per'occurrence.

2. Legal services - Contractor will be providing legal services under this contract. Contractor agrees that during the term ofthe contract he or she will not represent anyone in a matter, proceeding, or lawsuit against the State of Vermont or any of its agencies or instrumentalities. After termination of this contract, contractor also agrees that he or she will not represent anyone in a matter, proceeding, or lawsuit substantially related to this contract.

3. Contractor shall have the right to represent other clients in other actions arising from injuries caused by MTBE subject to the requirements of the Vermont Rules of Professional Conduct relating to conflicts of interest. Notwithstanding the foregoing, Contractor agrees not to represent any Vermont town or municipality' or other public or private Vermont entity arising from irijuries caused by MTBE, other than its current representation of the Town of Hinesburg, during the period of this Contract. The State has determined that it is in its own best interests to waive any claim of conflict of interest arising from Contractor's representation of the Town of Hinesburg in its pending MTBE litigation.

4. In the event that the State cancels this contract pursuant to paragraph 7 of the Standard Contract for Services , ifthere is a Recovery, the State will pay Contractor a reasonable fee in relation to the Recovery for legal services rendered before such cancellation.

5. Contractor may cancel this contract if, after further investigation of the facts and research of the law, Contractor believes that State's claims are ofHmited merit. Such tennination will release Contractor from responsibility for any fUlther action on the State's claim and discharge Contractor from this contract. Notwithstanding the foregoing, if Contractor terminates this contract after filing suit on behalf of the State, Contractor may withdraw only as permitted under the Vermont Rules of Professional Conduct. Prior to any termination of representation, Contractor shall take steps to the extent reasonably necessary to protect the State's interests, will give. reasonable notice to the State, will allow time for employment of other counsel, and will surrender papers and property to which the State is entitled. If Contractor terminates the representation, Contractor shall not be entitled to any fees for legal services rendered under this contract unless termination is after the filing of suit on behalf of the State and Contractor's termination is due solely to the development of a conflict of interest that Contractor could not reasonably have avoided. In such circumstances, if there is a Recovery, Contractor shall be entitled to a reasonable fee in relation to the Recovery for legal services rendered b'efore tlie termination.

6. Although Contractor may offer an opinion about possible results regarding the subject matter of this contract, Contractor cannot guarantee any particular result. The State aclmowledges that Contractor has made no promises about the outcome .

. 7. In any controversy, claim, or dispute (including issues relating to the fee) arising out of or relating to this contract, its performance, and/or its breach, the State and Contractor agree to attempt to resolve such dispute by mediating in good faith. If mediation is unsuccessful in resolving such dispute, the parties agree that exc!tisive jurisdiction and venue over such dispute will lie in Vermont Superior Court, Civil Division, Washington Unit.

CERTIFICATE OF LIABILITY INSURANCE THIS CERTIFICATE IS ISSUED AS A OF I AND CONFERS NO RIGHTS UPON THE CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR AND THE CERTIFICATE HOLDER.

the terms certificate

must be endorsed. If SUBROGATION IS WAIVED, subject to may require an endorsement. A statement on this certificate does not confer rights to the

INSURED

Baron & Budd, p.e. 3102 Oak Lawn Ave, Suite 1100 Dallas TX 75219-4283

COVERAGES

BARON BUD

CERTIFICATE NUMBER' 1024168832 REVISION NUMBER' THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSION S AN D CONDITIONS OF SUCH POLIC IES. LIM ITS SHOWN MAY HAVE BEEN REDUCED BY PA ID CLAIMS.

INSR .AD!)[ SUBR POLICY EFF POLICY EXP LTR TYPE OF INSURANCE INSR WVD POLICY NUMBER MMIDDIYYYY MM/ODIYYYY

B ~NERAl liABILITY ~5796496 116/2013 116/2014

~ ~MERCIAL GENERAL LIABILITY

I--~ CLAIMS-MADE ~ OCCUR

f--­I-~'lAGGRE~E LIMIT AP~S PER:

IX I POLlCY I I ~~R-r I I LOC

A ~TOMOBILE LlABIUTY 70205418 11612013 };I' .,2014

B

B

~ ANY AUTO r--All OWNED

~ AUTOS I..-L HIRED AUTOS ~

SCHEDULED AUTOS NON-OWNED AUTOS

~ UMBRELLA LlAB lx I OCCUR

EXCESS LlAB n CLAIMS-MADE

DEo 1 1 RETENTION $ WORKERS COMPENSATION AND EMPLOYERS' LlABILlTY YIN ANY PROPRIETORIPARTNERlEXECUTIVE 0 OFFICERIMEMBER EXCLUDED? (Mandalory In NH I

~~~~~m~~ 'b'W6PERATIONS below

79820785 ~'6120 '3 116/2014

1712559 116/2013 116/2014

Nt.

DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (Attach ACORO 101, Additional Remlrks Schedule, If more space is required)

Additional Insured form #80 02 2367 edition 04/01 applies to the General Liability policy Additional Insured form #1 6 02 0252 edition 01 /01 applies to the Business Auto policy Waiver of subrogation form #80 02 2459 edition 04/01 applies to the General Liabi lity policy Waiver of subrogation form #16 02 0210 edition 01/01 applies to the Business Auto policy

LlMITS

EACH OCCURRENCE $1,000,000

$1,000,000

MED EXP (Anyone person) $10,000

PERSONAL & AOV INJURY $1 ,000 000

GENE RAL AGGREGATE 52,000 000

PRODUCTS - COMP/oP AGG $2000,000

• Ea acdde~tl;:' I s1 000 000

BODilY INJURY (Per pelSon) $

BODilY INJURY (Per accident) $

PROPERTY DAMAGE Per accident

EACH OCCURRENCE

AGGREGATE

E.L. EACH ACCIDENT

• $1 0,000,000

510,000,000

$500 000

E.l. DISEASE - EA EMPLOYE 5500,000

E.l. DISEASE · POLlCY LIMIT $500,000

Certificate Holder is named as an Additional Insured per the above forms on the General Liability, Business Automobile and Umbrella policies See Attached ..

CERTIFICATE HOLDER CANCELLATION

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN

State of Vermont ACCORDANCE WITH THE POLICY PROVISIONS.

... AUTHORIZED REPRESENTATIVE

,~4--r , © 1988-2010 ACORD CORPORATION. All rights reserved.

ACORD 25 (2010/05) The ACORD name and logo are registered marks of ACORD

AGENCY CUSTOMER 10: .::S"'A"'R"'O:.:.N"S"U"D'----____________ _ LOC#: _ _____ _

ADDITIONAL REMARKS SCHEDULE Page 1 _ _ of _1_

AGENCY NAMED INSURED

MHST Inc. Saron & Sudd, P.C.

POUCY NUMBER 3102 Oak Lawn Ave, Suite 1100 Dallas TX 75219-4283

CARRIER I NAICCOOE

EFFECTIVe DATE:

ADDITIONAL REMARKS

THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM,

FORM NUMBER: 25 FORM TITLE: CERTIFICATE OF LlASILITY INSURANCE

of insured and Waiver of Subrogation per the above forms on the General Liability, Business Automobile, and Umbrella policies of insured, but only to the extent that the limits and forms are required to satisfy the tenns of a written contract. .

ACORD 101 (2008/01) ©2008 ACORD CORPORATION. All rights reserved.

The ACORD name and logo are registered marks of ACORD

~ ACORD' ~ CERTIFICATE OF LIABILITY INSURANCE I

DATE (MMIDDIYYYY)

31212015 5/5/20 14 THIS CERTIFICATE IS iSSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.

IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the pollcy(Jes) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder In lieu of such endorsement(s).

PRODUCER LOCKTON COMPANIES ' ~~U,"" 2100 ROSS AVENUE, SUITE 1400 P,41B.Nrro Ext: I r.e~ No , DALLAS TX 75201 E·MAIL 214·969·6700

NAle.

I INSURER A' Chica!!:o Tns I ran 1228 10 INSURED Baron & Budd, P.C. INSURERS:

1380542 3102 Oak Lawn Ave, Sle 1100 INSUR'Re, Dallas TX 75219 """'0'00' I INSUR'R , •

~~~~_'!'~!~ ~~!'.!~.::. ~!:'-":: THE POLICIES OF ,-~I.S:ED BELOWHAVE ~~~N_'SSUED TO THE INSURED NAMED. ~.~.9~E_~~~}_H~E.,-u.:::.: ~.c.:.;I.~.!' INDICATED NOTWITHSTANDING ANY REQUIREMENT~ :.~~~~?~_"'-v ~ ION OF. CONTRACT OR omER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE I BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, FXCII",nN< AND I I , OF SUCH I. LIMITS SHOWN MAY HAVE~ I BY~~'i;;T C1AI"""-MS, ________ --j

r~f,\'1 ~ ~ UMn , G"''''''LLlABIUTY ~ f,.XXXXXX

- --' ' U OCCUR INOT APPLICABLE r~'~n"~'p,;, ''' ~f~·~"' ~~~X~O": !c:x"~(":x~:"x:!("x!:l:x~-j r- < XXXXXXX I I PER, bENERI XXXXXXX

R:~~~: [ lm~i DLOe 'AGG

~~, ;U;;;:L1ABlrnLiTY --n-t:::=--:===----t---t--ri' '~' I IIX~ _ ANY AUTO NOT APPLICABLE IBOOlLY INJURY, XXXXXXX _ ~bt8rNEO r- ~SWj~ULEO IBOOlL Y INJURY , I

t- NON,OWNEO _ HIRED AUTOS I-- AUTOS XXXXXXX

UMBRELLA LIAB I IOCCUR xxxxxxx - EXCESS LIAB r 1. I I NOT APPLICABLE

f-ij~OE~O'~I ~~~:=~~:f_F~~~~---_t----i_----~~~~~ x

I ~~'"" I "Oi'H:cf-----j ~i;,~k.'!f I 0 I"" I NOT APPLICABLE I .J.:EiL XXXXXXX

I A Professiollal Liability N N

DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (Att~ch ACORO 101, Additional Remarks Schedule, may bill attachilld if mOil! spaee is Il!qulll!d)

12923508

Baron & Budd, P.C. 3102 Oak Lawn Ave, Suite 1100 Dallas TX 75219

ACORD 25 (2014/01)

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCelLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.

AUTHORIZED REPRESENTATIVE

© 1988-2014 ACORD CORPORATION, All rights reserved The ACORD name and logo are registered marks of ACORD