AGREEMENT. Between BROWARD COUNTY. and U.S. LEGAL SERVICES, INC. For GROUP PREPAID LEGAL INSURANCE SERVICES. For

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1 Page 1 of 43 AGREEMENT Between BROWARD COUNTY and U.S. LEGAL SERVICES, INC. For GROUP PREPAID LEGAL INSURANCE SERVICES For Broward County Employees Contract Period March 1, 2013 February 29, 2016 (with two (2) renewal terms) RLI # R R1

2 INDEX Page 2 of 43 ARTICLE PAGE 1. DEFINITIONS AND IDENTIFICATIONS SCOPE OF SERVICES/SELECTED POLICIES AND BENEFITS TERM OF AGREEMENT PREMIUM RATES GENERAL PROVISIONS/SERVICE STANDARDS PAYMENT OF PENALTIES TERMINATION INDEMNIFICATION NOTICES INSURANCE EEO COMPLIANCE AND CBE COMPLIANCE MISCELLANEOUS EXECUTION PAGES..21, 22 EXHIBITS A Certificate of Coverage B Premium Rates C - Performance Standards D - Certificate of Liability Insurance i

3 AGREEMENT Page 3 of 43 Between BROWARD COUNTY And U.S. LEGAL SERVICES, INC. For GROUP PREPAID LEGAL INSURANCE SERVICES For Broward County Employees FOR CONTRACT PERIOD MARCH 1, FEBRUARY 29, 2016 (with two (2) renewal terms) RLI # R R1 This is an Agreement made and entered into by and between BROWARD COUNTY, a political subdivision of the State of Florida, hereinafter referred to as "COUNTY," AND U.S. Legal Services, Inc., a Florida corporation, its successors and assigns, hereinafter referred to as PLAN. WHEREAS, COUNTY seeks to sponsor a voluntary, 100% employee-paid, group legal insurance plan to benefit-eligible employees and covered dependents; and WHEREAS, COUNTY seeks to partner with an entity that can provide such a group legal insurance plan in a first class, cost-effective manner; and WHEREAS, PLAN was selected through a competitive solicitation and procurement process to provide such a group legal insurance plan; NOW, THEREFORE, IN CONSIDERATION of the mutual terms, conditions, promises, covenants and payments hereinafter set forth, COUNTY and PLAN agree as follows: 1

4 ARTICLE 1 Page 4 of 43 DEFINITIONS AND IDENTIFICATIONS The following definitions apply unless the context in which the word or phrase is used requires a different definition: 1.1 Agreement: This document, Articles 1 through 12 inclusive. Other terms and conditions are included in the exhibits and documents that are expressly incorporated by reference. 1.2 Board: The Board of County Commissioners of Broward County, Florida, which is the governing body of Broward County, Florida. 1.3 Calendar Quarter: Each calendar quarter of the contract year divided as follows: first quarter being January 1 through March 31; the second quarter being April 1 through June 30; the third quarter being July 1 through September 30 and; the fourth quarter being October 1 through December Contract Administrator: the Broward County Human Resources Division Director or the Director's designee. In the administration of this Agreement, as contrasted with matters of policy, all parties may rely on the instructions or determinations made by the Contract Administrator; provided, however, that such instructions and determinations do not change the Scope of Services as described in Article 3 herein. 1.5 COUNTY: Broward County, Florida, a body corporate and politic pursuant to Article I of the Broward County Charter, and a political subdivision of the State of Florida pursuant to Article VIII, 1, of the Florida state Constitution. 1.6 County Administrator: The administrative head of COUNTY pursuant to Sections 3.02 and 3.03 of the Broward County Charter. 1.7 County Attorney: The chief legal counsel for COUNTY who directs and supervises the Office of the County Attorney pursuant to Section 2.10 of the Broward County Charter, or the designee of the County Attorney. 1.8 County Business Enterprise or "CBE": is a small business located in Broward County, Florida, which meets the criteria and eligibility requirements of Broward County s CBE Program and must be certified by Broward County s Office of Economic and Small Business Development. 1.9 County Employee: A benefit eligible employee of the County HIPAA: The Health Insurance Portability and Accountability Act of 1996, as amended, and the corresponding regulations thereof. 2

5 1.11 Mailing Time: Pursuant to this Agreement, performance deadlines have been established including an allowance for correspondence sent by United States mail. Mailing time is defined as five (5) calendar days except in the case of a performance deadline which falls on a Sunday or legal holiday. In such cases, delivery by mail shall be deemed to have occurred on the following calendar day Member: A COUNTY employee, his or her spouse, a qualified domestic partner, and covered dependent of these groups, who have elected to participate in the Group Legal Plan and who meet the eligibility standards as set forth in the County s Employee Handbook Offer: Offer prepared by PLAN for the Board and submitted in response to RLI # R R1 as amended through subsequent negotiations with COUNTY Staff and the Selection Committee Performance Standard Penalties: The assessment of penalties for PLAN s failure to meet performance guarantees as set forth in Exhibit C, attached hereto and incorporated herein, entitled General Provisions/Performance Guarantees RLI: Request for Letter of Interest for group legal services for the Broward County Board of County Commissioners RLI # R R PLAN: VENDOR is collectively referred to as PLAN. Page 5 of VENDOR: Selected by the Board to provide Group Legal Services, pursuant to the terms of this Agreement, the RLI, and the Offer. ARTICLE 2 SCOPE OF SERVICES/SELECTED POLICIES AND BENEFITS 2.1 PLAN shall provide legal services to members under the Group Policy and the Certificate of Coverage and Certificate of Insurance in Exhibit "A," attached hereto and incorporated herein, entitled Certificate of Coverage. The Certificate of Coverage describes the benefits provided and the limitations of this Agreement. Nothing in the Certificate of Coverage is intended to change or void the terms of this Agreement. Except as otherwise agreed to by the parties, Members will be required to obtain a copy of the Certificate of Coverage through the PLAN website by contacting the Contract Administrator or by calling the PLAN Customer Service Department and requesting a hard copy be mailed via U.S. regular mail. COUNTY shall provide a copy of the Certificate of Coverage to all Members upon request. 2.2 PLAN shall notify COUNTY of any judgment or final order rendered by the Florida Department of Financial Services, Florida Office of Insurance 3

6 Page 6 of 43 Regulations, any federal or other state agency, and any court of law, finding that any of the specific plans or programs PLAN is providing to COUNTY, pursuant to this Agreement, are inconsistent or fail to comply with any applicable federal or state law requirements or regulations. PLAN shall also notify COUNTY of any corrective action plan, regarding its group legal services or managed care products or business that is imposed by any state or federal agency including any corrective action plan imposed by the Florida Department of Financial Services, Florida Office of Insurance Regulations, specifically concerning the plan or program PLAN provides to COUNTY under this Agreement. The notification required by this section shall be provided within thirty (30) days after the judgment or final order is rendered, or the corrective action plan is imposed. 2.3 PLAN's entire response to RLI # R R1 shall be relied upon and incorporated herein as additional terms and conditions that PLAN agrees to for the duration of this contract unless otherwise noted in this Agreement or the incorporated and attached Exhibits. ARTICLE 3 TERM OF AGREEMENT 3.1 TERM: This Agreement shall commence on April 1, 2013 and terminate on March 31, The continuation of this Agreement beyond the end of any fiscal year shall be subject to both the appropriation and availability of funds in accordance with Chapter 129, Florida Statutes. 3.2 RENEWAL: COUNTY has the option to renew this Agreement for two (2) additional renewal terms upon written mutual consent of both COUNTY and PLAN. The first renewal term shall commence on April 1, 2016 and shall end on December 31, 2016 (the First Renewal Term ). The second renewal term shall commence on January 1, 2017 and shall end on December 31, 2017 (the Second Renewal Term ). If PLAN intends to enter into renewal negotiations with COUNTY, PLAN shall notify COUNTY of its intent to do so at least two hundred seventy (270) days prior to the expiration of the initial term of this Agreement and any renewal term thereof. Notwithstanding the above, COUNTY shall have the right, by and through its Contract Administrator and at his/her sole discretion, to extend the term of this Agreement on a month to month basis, for a maximum of six (6) months ( Extension Term ), due to ongoing negotiations and/or to allow time for transition to a new vendor on the same benefits and pricing terms as existed during the preceding term. However, if either party proposes any changes to the terms and conditions of the Agreement which would become effective during the Extension Term, the County Administrator s decision to extend the Agreement shall be subject to Board approval. 4

7 ARTICLE 4 Page 7 of 43 PREMIUM RATES 4.1 The premium rates charged by PLAN are set forth in Exhibit B attached hereto and incorporated herein, entitled Premium Rates. These rates reflect maximum monthly premium rates charged by PLAN. 4.2 In no event shall the premium rates charged under this Agreement exceed the guaranteed maximum rates as listed in Exhibit "B" for the three (3) year period commencing March 1, 2013, through February 29, COUNTY recognizes that changes to federal and state laws may mandate coverage changes resulting in PLAN s adjustments to the premium rates set forth in Exhibit "B" for the initial term of this Agreement. Therefore, if an adjustment to these premium rates is required due to mandated changes in federal or state laws, and such premium rates are endorsed by the Department of Financial Services for the state of Florida, COUNTY shall reconvene a committee selected by the Board to address these proposed adjustments to premium rates. COUNTY reserves the right to terminate this Agreement if parties are unable to agree on adjustments to this Agreement. ARTICLE 5 GENERAL PROVISIONS/SERVICE STANDARDS PLAN agrees to meet the performance standards as set forth in Exhibit C, attached hereto and incorporated herein, entitled Performance Standards. 5.1 PLAN may request an extension of any service standard deadline established pursuant to this article. Such request shall be submitted to the Contract Administrator no less than five (5) business days before the deadline, unless the need for an extension could not reasonably be foreseen by PLAN, or happened for a reason beyond PLAN s control, as determined by COUNTY. In the case of a need for an extension that could not be reasonably foreseen by PLAN, PLAN shall submit any request for an extension as soon as reasonably possible. If the request for an extension is based upon extenuating circumstances or other causes beyond PLAN s control, as determined by COUNTY, approval of the request shall not be unreasonably withheld. PLAN s written request must identify the section of this Article to which the request applies and the reasons why the established deadline could not be met. COUNTY may approve the extension request for such period as COUNTY deems appropriate. COUNTY shall notify PLAN of its decision in writing within three (3) business days after receipt of PLAN s extension request. 5

8 5.2 Force Majeure Page 8 of 43 If the performance of this Agreement, or any obligation hereunder is prevented by reason of hurricane, earthquake, or other casualty caused by nature, or by labor strike, war, or by a law, order, proclamation, regulation, ordinance of any governmental agency, the party so affected, upon giving prompt notice to the other party, shall be excused from such performance to the extent of such prevention, provided that the party so affected shall first have taken reasonable steps to avoid and remove such cause of non-performance and shall continue to take reasonable steps to avoid and remove such cause, and shall promptly notify the other party in writing and resume performance hereunder whenever such causes are removed; provided, however, that if such non-performance exceeds sixty (60) days, the party that is not prevented from performance by the force majeure event shall have the right to terminate this Agreement upon written notice to the party so affected. This section shall not supersede or prevent the exercise of any right the parties may otherwise have to terminate this Agreement. 5.3 Time shall be deemed to be of the essence in performing the duties, obligations, and responsibilities required by this Agreement. ARTICLE 6 PAYMENT OF PENALTIES 6.1 PENALTY INVOICES: If COUNTY, through its Contract Administrator, finds PLAN has incurred penalties pursuant to the terms of this Agreement, COUNTY will submit a written invoice to PLAN detailing the dates, Members names and identification numbers, if applicable, and alleged performance failures. 6.2 AGREED PENALTIES: Any time penalties are incurred by PLAN pursuant to the terms of this Agreement, COUNTY will submit an invoice to PLAN for payment of these penalties no later than the end of the month following the period for which penalties were assessed. Unless PLAN files a dispute pursuant to Section 6.3 herein, PLAN must pay these penalties within twenty (20) days from the date of invoice. If a penalty is not paid by PLAN pursuant to the terms of this Agreement, COUNTY may automatically deduct the penalty amounts from COUNTY's monthly premium payment. 6.3 DISPUTED PENALTIES: Any time penalties are assessed by the Contract Administrator against PLAN pursuant to the terms of this Agreement, PLAN may appeal the assessment of such penalties to the Director of Purchasing within ten (10) days after notice of the assessment pursuant to Article 9 of this Agreement. The appeal shall be in writing and PLAN shall state the reasons why the penalties should be reduced or not assessed. If the appeal is not resolved by mutual agreement, the Director of Purchasing shall promptly issue a decision in writing, after consulting with the County Attorney's Office. The decision shall 6

9 Page 9 of 43 state the reasons for the action taken, and inform PLAN of its right to administrative review. If PLAN disagrees with the decision of the Director of Purchasing, it may seek administrative review by filing notice with the Director of Purchasing not later than ten (10) days after the decision of the Director of Purchasing. COUNTY and PLAN agree that the hearing procedures shall be in accordance with the provisions of Section of the Broward County Procurement Code, as may be amended from time to time. ARTICLE 7 TERMINATION 7.1 This Agreement may be terminated for convenience by the Board. Termination for convenience by the Board shall be effective on the termination date stated in written notice provided by the COUNTY, which termination date shall be not less than thirty (30) days after the date of such written notice. This Agreement may also be terminated by the County Administrator upon such notice as the County Administrator deems appropriate under the circumstances in the event the County Administrator determines that termination is necessary to protect the public health or safety. The parties agree that if the COUNTY erroneously, improperly or unjustifiably terminates this Agreement for cause, such termination shall be deemed a termination for convenience, which shall be effective thirty (30) days after such notice of termination for cause is provided. 7.2 This Agreement may be terminated for cause for reasons including, but not limited to, PLAN's repeated (whether negligent or intentional) submission for payment of false or incorrect bills or invoices, failure to suitably perform its obligations under this Agreement; or failure to continuously perform its obligations under this Agreement in a manner calculated to meet or accomplish the objectives as set forth in this Agreement. The Agreement may also be terminated for cause if PLAN is placed on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List created pursuant to Section , Florida Statutes, as amended or if PLAN provides a false certification submitted pursuant to Section , Florida Statutes, as amended. 7.3 TERMINATION OF THIS AGREEMENT BY PLAN: In accordance with applicable Florida law, PLAN may terminate this Agreement for one or more of the following reasons upon such notice as provided by Florida law: COUNTY failed to pay premiums in accordance with the terms of this Agreement or PLAN has not received timely premium payments and PLAN provided COUNTY with notice in accordance with this Agreement and Florida law. 7

10 Page 10 of COUNTY performed an act or practice that constitutes fraud or made an intentional misrepresentation of material fact under the terms of this Agreement COUNTY failed to comply with a material provision of this Agreement which relates to rules for employer contributions of group participation PLAN ceases offering this specific plan coverage or large group coverage There is no longer any Member who lives or works in the PLAN service area. 7.4 In the event that PLAN files a petition seeking bankruptcy protection, or enters into an arrangement with creditors because of its insolvency, then upon thirty (30) days' notice, COUNTY may declare this Agreement cancelled. 7.5 Notice of termination shall be provided in accordance with Article 9 of this Agreement, entitled Notices," except that notice of termination by the County Administrator, which the County Administrator deems necessary to protect the public health, safety, or welfare may be made by verbal notice that shall be promptly confirmed in writing in accordance with Article 9 of this Agreement. 7.6 In the event this Agreement is terminated by COUNTY for convenience, PLAN shall be paid for any services performed in accordance with the Agreement through the termination date specified in the written notice of termination. PLAN acknowledges and agrees that it has received good, valuable and sufficient consideration from COUNTY, the receipt and adequacy of which are, hereby acknowledged by PLAN, for COUNTY's right to terminate this Agreement for convenience. 7.5 In the event this Agreement is terminated for any reason, any amounts due PLAN shall be withheld by COUNTY until all documents are provided to COUNTY pursuant to Article 12.1 of this Agreement. ARTICLE 8 INDEMNIFICATION PLAN shall at all times hereafter indemnify, hold harmless and, at the County Attorney s option, defend or pay for an attorney selected by the County Attorney to defend COUNTY, its officers, agents, servants, and employees from and against any and all causes of action, demands, claims, losses, liabilities and expenditures of any kind, including attorney fees, court costs, and expenses, caused or alleged to be caused by any intentional, negligent or reckless act of, or omission of, PLAN, its employees, agents, servants, or officers, or accruing, resulting from, or related to the subject matter of this Agreement including, without limitation, any and all claims, losses, 8

11 Page 11 of 43 liabilities, expenditures, demands or causes of action of any nature whatsoever resulting from injuries or damages sustained by any person or property. In the event any lawsuit or other proceeding is brought against COUNTY by reason of any such claim, cause of action or demand, PLAN shall, upon written notice from COUNTY, resist and defend such lawsuit or proceeding by counsel satisfactory to COUNTY or, at COUNTY s option, pay for an attorney selected by County Attorney to defend COUNTY. The provisions and obligations of this section shall survive the expiration or earlier termination of this Agreement. To the extent considered necessary by the Contract Administrator and the County Attorney, any sums due PLAN under this Agreement may be retained by COUNTY until all of COUNTY's claims for indemnification pursuant to this Agreement have been settled or otherwise resolved. Any amount withheld shall not be subject to payment of interest by COUNTY. ARTICLE 9 NOTICES Whenever either party desires to give notice to the other, except for notice relating to the performance of service provisions as set forth in Exhibit C of this Agreement, such notice must be in writing, sent by certified United States mail, postage prepaid, return receipt requested, or sent by commercial express carrier with acknowledgement of delivery, or by hand delivery with a request for a written receipt of acknowledgement of delivery, addressed to the party for whom it is intended, at the place last specified in Article 9. The place for giving notice shall remain the same as set forth herein until changed by giving notice in writing to the other party in the manner provided in this section. For the present, the parties designate the following: COUNTY: Human Resource Director Broward County Human Resources Division Governmental Center, Room South Andrews Avenue Fort Lauderdale, Florida PLAN: U.S. Legal Services, Inc Baymeadows Way Jacksonville, Florida Attn: Marie M. Forbes, President 9

12 ARTICLE 10 Page 12 of 43 INSURANCE 10.1 Insurance Coverage. In order to insure the indemnification obligation contained above, PLAN shall, at a minimum, provide, pay for, and maintain in force at all times during the term of this Agreement (unless otherwise provided), the insurance coverages set forth in Subsections 10.3, through 10.7, in accordance with the terms and conditions required by this Article Such policy or policies shall be issued by companies authorized to do business in the State of Florida., and having agents upon whom service of process may be made in Broward County, Florida. PLAN shall pay all deductible amounts, if any. PLAN shall specifically protect COUNTY and the Broward County Board of County Commissioners by naming COUNTY and the Broward County Board of County Commissioners as additional insureds under the Commercial General Liability Policy. The official title of the certificate holder is Broward County Board of County Commissioners. This official title shall be used in all insurance documentation Commercial General Liability Insurance. A Commercial General Liability Insurance Policy shall be provided, which shall contain minimum limits of One Million Dollars ($1,000,000) per occurrence, and shall contain minimum limits of Two Million Dollars ($2,000,000) per aggregate. Coverage must be afforded on a form no more restrictive than the latest edition of the Commercial General Liability Policy, without restrictive endorsements, as filed by the Insurance Service Office ( ISO ) and must include: Premises and/or operations. Independent contractors. Products and /or Completed Operations for contracts. Broad Form Contractual Liability Coverage applicable to this specific Agreement. Personal Injury Coverage, with minimum limits of coverage equal to those required for Bodily Injury Liability and Property Damage Liability Business Automobile Liability. A Business Automobile Liability Policy shall be provided, which shall contain minimum limits of Five Hundred Thousand Dollars ($500,000) per occurrence, combined single limit for Bodily Injury Liability and Property Damage Liability. Coverage must be afforded on a form no more restrictive than the latest edition of the Business Automobile Liability Policy, without restrictive endorsements, as filed by the ISO, and must include: 10

13 Owned Vehicles, if applicable. Page 13 of 43 Hired and Non-Owned Vehicles, if applicable. Employers' Non-Ownership, if applicable Umbrella or Excess Liability. PLAN may satisfy the liability limits required above for Commercial General Liability or Business Auto Liability under an Umbrella or Excess Liability policy. There is no minimum Per Occurrence limit of liability under the Umbrella or Excess Liability; however, the Annual Aggregate limit shall not be less than the highest Each Occurrence limit for either Commercial General Liability or Business Auto Liability Workers' Compensation Insurance. Workers' Compensation insurance is to apply for all employees in compliance with Chapter 440, Florida Statutes, as may be amended from time to time, the "Workers' Compensation Law" of the State of Florida and all applicable federal laws. In addition, the policy(ies) must include: Employer s Liability with a minimum limit of Five Hundred Thousand Dollars ($500,000) each accident Professional Liability Insurance: PLAN shall maintain, for the term of this Agreement, Professional Liability Insurance, including coverage for errors and omissions, in the minimum amount of One Million Dollars ($1,000,000) per claim. If written with a deductible, PLAN shall be solely responsible for payment of that deductible. PLAN shall notify COUNTY in writing within thirty (30) calendar days of any claims filed or made against the Professional Liability Insurance Policy related to COUNTY PLAN shall furnish to the COUNTY's Contract Administrator Certificate of Insurance evidencing the insurance coverage specified by this Article within fifteen (15) calendar days after notification of award of this Agreement and attached hereto as Exhibit "D." The required Certificates of Insurance shall name the types of policies provided, and refer specifically to this Agreement, PLAN's failure to provide to COUNTY the Certificates of Insurance evidencing the insurance coverage within fifteen (15) calendar days shall provide the basis for the termination of the Agreement Coverage is not to cease and is to remain in force (subject to cancellation notice) until all performance required of PLAN is completed. All policies provide COUNTY with at least thirty (30) days' notice of expiration, cancellation. If any of the insurance coverages will expire prior to the completion of the work, copies of renewal Certificate of Insurance shall be furnished prior to the date of their expiration COUNTY reserves the right to review and revise any insurance requirements at the time of renewal or amendment of this Agreement, including, but not limited to, 11

14 Page 14 of 43 deductibles, limits, coverage, and endorsements based on insurance market conditions affecting the availability or affordability of coverage, or changes in the scope of work or specifications that affect the applicability of coverage. If PLAN uses a subcontractor in its performance of the scope of this Agreement, PLAN shall ensure that subcontractor names COUNTY as an additional insured. ARTICLE 11 EEO and CBE COMPLIANCE 11.1 PLAN shall not unlawfully discriminate on the basis of race, color, national origin, sex, religion, age, marital status, political affiliation, disability, sexual orientation, pregnancy, or gender identity and expression (including but not limited to any other protected category in Broward County Code, Chapter 16½, as may be amended from time to time) in the performance of this Agreement, the solicitation for or purchase of goods or services relating to this Agreement, or in subcontracting work (if authorized) in the performance of this Agreement. PLAN shall include the foregoing or similar language in its agreements with any subcontractors, except that any project assisted by the U.S. Department of Transportation funds shall comply with the non-discrimination requirements in 49 CFR Parts 23 and 26, as amended. Failure to comply with the foregoing requirements is a material breach of the Agreement, which may result in termination of this Agreement or such other remedy as COUNTY deems appropriate PLAN shall not unlawfully discriminate against any person in its operations and activities or in its use or expenditure of funds in fulfilling its obligations under this Agreement. PLAN shall affirmatively comply with all applicable provisions of the Americans with Disabilities Act (ADA) in the course of providing any services funded by COUNTY, including Titles I and II of the ADA (regarding nondiscrimination on the basis of disability), and all applicable regulations, guidelines, and standards. In addition, PLAN shall take affirmative steps to ensure nondiscrimination in employment against disabled persons By execution of this Agreement, PLAN represents that it has not been placed on the discriminatory vendor list (as provided in Section , Florida Statutes, as may be amended from time to time). COUNTY hereby materially relies on such representation in entering into this Agreement. An untrue representation of the foregoing shall entitle COUNTY to terminate this Agreement and recover from PLAN all monies paid by COUNTY pursuant to this Agreement, and may result in debarment from COUNTY s competitive procurement activities Although no CBE goal has been set for this Agreement, COUNTY encourages PLAN to give full consideration to the use of CBE firms to perform work under this Agreement. 12

15 ARTICLE 12 Page 15 of 43 MISCELLANEOUS 12.1 RIGHTS IN DOCUMENTS AND WORK Any and all reports, photographs, surveys, and other data and documents provided or created in connection with this Agreement are and shall remain the property of COUNTY; and, if a copyright is claimed, PLAN grants to COUNTY a non-exclusive license to use the copyrighted item(s) indefinitely, to prepare derivative works, and to make and distribute copies to the public. In the event of termination of this Agreement, any reports, photographs, surveys, and other data and documents prepared by PLAN, whether finished or unfinished, shall become the property of COUNTY and shall be delivered by PLAN to the Contract Administrator within seven (7) days of termination of this Agreement by either party. Any compensation due to PLAN shall be withheld until all documents are received as provided herein AUDIT RIGHT AND RETENTION OF RECORDS COUNTY shall have the right to audit the books, records, and accounts of PLAN and its subcontractors that are related to this Agreement. PLAN and its subcontractors, as permitted under applicable contracts, shall keep such books, records, and accounts as may be necessary in order to record complete and correct entries related to this Agreement. All books, records, and accounts of PLAN and its subcontractors, as permitted under applicable contracts, shall be kept in written form, or in a form capable of conversion into written form within a reasonable time, and upon request to do so, PLAN or its subcontractor, as applicable, shall make same available at no cost to COUNTY in written form. PLAN and its subcontractors shall preserve and make available, at reasonable times for examination and audit by COUNTY all financial records, supporting documents, statistical records, and any other documents pertinent to this Agreement for the required retention period of the Florida Public Records Act, Chapter 119, Florida Statutes, as may be amended from time to time, if applicable, or, if the Florida Public Records Act is not applicable, the time period set forth in any other applicable state and/or federal law, including but not limited to HIPAA. If any audit has been initiated and audit findings have not been resolved at the end of the retention period or three (3) years, whichever is longer, the books, records, and accounts shall be retained until resolution of the audit findings. If the Florida Public Records Act is determined to be applicable to PLAN's and its subcontractors records, PLAN and its subcontractors shall comply with all requirements thereof; however, no confidentiality or nondisclosure requirement of either federal or state law shall be violated by PLAN or its subcontractors. Any incomplete or incorrect entry in such books, records, and 13

16 accounts shall be a basis for COUNTY's disallowance and recovery of any payment upon such entry PUBLIC ENTITY CRIME ACT PLAN represents that the execution of this Agreement will not violate the Public Entity Crime Act, Section , Florida Statutes, as may be amended from time to time, which essentially provides that a person or affiliate who is a contractor, consultant, or other provider and who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a bid on a contract to provide any goods or services to COUNTY, may not submit a bid on a contract with COUNTY for the construction or repair of a public building or public work, may not submit bids on leases of real property to COUNTY, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with COUNTY, and may not transact any business with COUNTY in excess of the threshold amount provided in Section , Florida Statutes, as may be amended from time to time, for category two purchases for a period of thirty-six (36) months from the date of being placed on the convicted vendor list. Violation of this section shall result in termination of this Agreement and recovery of all monies paid by COUNTY pursuant to this Agreement, and may result in debarment from COUNTY s competitive procurement activities. In addition to the foregoing, PLAN further represents that there has been no determination, based on an audit, that it committed an act defined by Section , Florida Statutes, as a public entity crime and that it has not been formally charged with committing an act defined as a "public entity crime" regardless of the amount of money involved or whether PLAN has been placed on the convicted vendor list INDEPENDENT CONTRACTOR PLAN is an independent contractor under this Agreement. Services provided by PLAN pursuant to this Agreement shall be subject to the supervision of PLAN. In providing such services, neither PLAN nor its agents shall be officers, employees, or agents of COUNTY. No partnership, joint venture, or other joint relationship is created hereby. COUNTY does not extend to PLAN or PLAN's agents any authority of any kind to bind COUNTY in any respect whatsoever THIRD PARTY BENEFICIARIES Page 16 of 43 Neither PLAN nor COUNTY intends to directly or substantially benefit a third party by this Agreement. Therefore, the parties agree that there are no third party beneficiaries to this Agreement and that no third party shall be entitled to assert a claim against either of them based upon this Agreement. 14

17 12.6 ASSIGNMENT AND PERFORMANCE Page 17 of 43 Neither this Agreement nor any right or interest herein shall be assigned, transferred, or encumbered without the written consent of the other party. COUNTY may terminate this Agreement, effective immediately, if there is any assignment, or attempted assignment, transfer, or encumbrance, by PLAN of this Agreement or any right or interest herein without COUNTY's written consent. PLAN represents that each person who will render services pursuant to this Agreement is duly qualified to perform such services by all appropriate governmental authorities, where required, and that each such person is reasonably experienced and skilled in the area(s) for which he or she will render his or her services. PLAN shall perform its duties, obligations, and services under this Agreement in a skillful and respectable manner. The quality of PLAN s performance and all interim and final product(s) provided to or on behalf of COUNTY shall be comparable to the best local and national standards CONFLICTS PLAN agrees that no employee or principal, in the course and scope of their employment or relationship with PLAN, shall, during the term of this Agreement, serve as an expert witness, or an adverse or hostile witness, against COUNTY in any legal or administrative proceeding, unless a party to such action is compelled to give testimony by court process. Further, PLAN agrees that neither PLAN, any principal, employee, nor agent shall give sworn testimony or issue a report or writing as an expression of his or her opinion which is adverse or prejudicial to the interests of COUNTY in connection with any such pending or threatened legal or administrative proceeding. The limitations of this section shall not preclude PLAN or any other persons from representing themselves in any action or in any administrative or legal proceeding. PLAN agrees that neither PLAN, its principals, nor its employees shall have or hold any contractual or employment relationship with any of COUNTY's fringe benefit providers or any other entities competing to provide fringe benefits or related services to COUNTY or its employees in relation to COUNTY's employees benefits programs, have a material interest in such providers or entities during the term of this Agreement, including any renewal periods, or have a continuing or frequently recurring employment or contractual relationship that is substantially antagonistic or incompatible with PLAN s loyal and conscientious exercise of judgment related to its performance under this Agreement. PLAN agrees that neither PLAN, its principals, nor its employees shall receive any fees, commissions or other compensation from any of the COUNTY's fringe benefit providers or any other entities competing to provide fringe benefits or 15

18 related services to COUNTY or its employees in relation to the COUNTY's employee benefits programs. In the event PLAN utilizes subcontractors to perform any services required by this Agreement, PLAN shall require such subcontractors, by written contract, to comply with the provisions of this section to the same extent as PLAN MATERIALITY AND WAIVER OF BREACH COUNTY and PLAN agree that each requirement, duty, and obligation set forth herein was bargained for at arm s length and is agreed to by the parties. Each requirement, duty, and obligation set forth herein is substantial and important to the formation of this Agreement and each is, therefore, a material term hereof. COUNTY's failure to enforce any provision of this Agreement shall not be deemed a waiver of such provision or modification of this Agreement. A waiver of any breach of a provision of this Agreement shall not be deemed a waiver of any subsequent breach and shall not be construed to be a modification of the terms of this Agreement COMPLIANCE WITH LAWS PLAN shall comply with all applicable federal, state, and local laws, codes, ordinances, rules, and regulations in performing its duties, responsibilities, and obligations pursuant to this Agreement. In the event any of the terms of this Agreement are inconsistent with such laws, codes, ordinances, rules, and regulations, this Agreement shall be construed to operate in conformity with the requirements of such laws, codes, ordinances, rules, and regulations HIPAA COMPLIANCE Page 18 of 43 It is expressly understood by the parties that COUNTY personnel and/or their agents have access to protected health information (hereinafter known as "PHI") that is subject to the requirements of 45 CFR 160, 162 and 164 and related regulations. In the event PLAN is considered by COUNTY to be a covered entity or business associate and/or is required to comply with the Health Insurance Portability and Accountability Act of 1996 (hereinafter known as "HIPAA"), PLAN shall fully protect individually identifiable health information as required by HIPAA and, if requested by COUNTY, shall execute a Business Associate Agreement for the purpose of complying with HIPAA. Where required, PLAN shall handle and secure such PHI in compliance with HIPAA and its related regulations and, if required by HIPAA or other laws, include in its "Notice of Privacy Practices" notice of PLAN'S and COUNTY's uses of client's PHI. The requirement to comply with this provision and HIPAA shall survive the expiration or earlier termination of this Agreement. COUNTY hereby authorizes the County Administrator to sign Business Associate Agreements on its behalf. 16

19 12.11 DRUG-FREE WORKPLACE Page 19 of 43 It is a requirement of COUNTY that it enter into contracts only with firms that certify the establishment of a drug-free workplace in accordance with Chapter 21.31(a)(2) of the Broward County Procurement Code. Execution of this Agreement by PLAN shall serve as PLAN s required certification that it either has established or that it will establish a drug-free workplace in accordance with Section , Florida Statutes, as may be amended from time to time, and Chapter 21.31(a)(2) of the Broward County Procurement Code, as may be amended from time to time DOMESTIC PARTNERSHIP REQUIREMENT PLAN certifies and represents that it will comply with COUNTY's Domestic Partnership Act (Section 16½-157 of the Broward County Code of Ordinances, as amended) during the entire term of the Agreement. The failure of PLAN to comply shall be a material breach of the Agreement, entitling COUNTY to pursue any and all remedies provided under applicable law including, but not limited to (1) retaining all monies due or to become due PLAN until PLAN complies; (2) termination of the Agreement; (3) and suspension or debarment of PLAN from doing business with COUNTY SEVERANCE In the event a portion of this Agreement is found by a court of competent jurisdiction or, if applicable, by a state regulatory agency with jurisdiction over such matters to be invalid, illegal, or unenforceable in any respect, the remaining provisions shall continue to be effective unless COUNTY or PLAN elects to terminate this Agreement. An election to terminate this Agreement based upon this provision shall be made within seven (7) days after the finding by the court or state regulatory agency becomes final JOINT PREPARATION Each party and its counsel have participated fully in the review and revision of this Agreement and acknowledge that the preparation of this Agreement has been their joint effort. The language agreed to expresses their mutual intent and the resulting document shall not, solely as a matter of judicial construction, be construed more severely against one of the parties than the other. The language in this Agreement shall be interpreted as to its fair meaning and not strictly for or against any party PRIORITY OF PROVISIONS If there is a conflict or inconsistency between any term, statement, requirement, or provision of any exhibit attached hereto, any document or events referred to herein, or any document incorporated into this Agreement by reference and a 17

20 term, statement, requirement, or provision of Articles 1 through 12 of this Agreement, the term, statement, requirement, or provision contained in Articles 1 through 12 shall prevail and be given effect JURISDICTION, VENUE, GOVERNING LAW, AND WAIVER OF JURY TRIAL This Agreement shall be interpreted and construed in accordance with and governed by the laws of the State of Florida and when applicable, federal law. All parties agree and accept that jurisdiction of any controversies or legal problems arising out of this Agreement and any action involving the enforcement or interpretation of any rights hereunder, shall be in the state courts of the Seventeenth Judicial Circuit in Broward County, Florida or in the United States District Court, Southern District of Florida, and venue for litigation arising out of this Agreement shall be in such courts, forsaking any other jurisdiction which either party may claim by virtue of its residency or other jurisdictional device. BY ENTERING INTO THIS AGREEMENT, PLAN AND COUNTY HEREBY EXPRESSLY WAIVE ANY RIGHTS EITHER PARTY MAY HAVE TO A TRIAL BY JURY OF ANY CIVIL LITIGATION RELATED TO, ARISING FROM, OR IN CONNECTION WITH THIS AGREEMENT AMENDMENTS No modification, amendment, or alteration of the terms or conditions contained herein shall be effective unless contained in a written document prepared with the same or similar formality as this Agreement and executed by the COUNTY and PLAN or others delegated authority to or otherwise authorized to execute same on their behalf PRIOR AGREEMENTS This document incorporates and includes all prior negotiations, correspondence, conversations, agreements, and understandings applicable to the matters contained herein and the parties agree that there are no commitments, agreements or understandings concerning the subject matter of this Agreement that are not contained in this document or otherwise incorporated herein. Accordingly, the parties agree that no deviation from the terms hereof shall be predicated upon any prior representations or agreements, whether oral or written PAYABLE INTEREST Payment of Interest. Except as required by the Broward County Prompt Payment Ordinance, COUNTY shall not be liable for interest for any reason, whether as prejudgment interest or for any other purpose, and in furtherance thereof PLAN waives, rejects, disclaims and surrenders any and all entitlement it has or may have to receive interest in connection with a dispute or claim based on or related to this Agreement. 18 Page 20 of 43

21 Rate of Interest. In any instance where the prohibition or limitations of Section are determined to be invalid or unenforceable, the annual rate of interest payable by COUNTY under this Agreement, whether as prejudgment interest or for any other purpose, shall be.025 percent simple interest (uncompounded) CONTINGENCY FEE PLAN warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for PLAN, to solicit or secure this Agreement and that it has not paid or agreed to pay any person, company, corporation, individual or firm, other than a bona fide employee working solely for PLAN, any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this Agreement. For a breach or violation of this provision, COUNTY shall have the right, at its discretion, to terminate this Agreement without liability, or to deduct from this Agreement price or otherwise recover the full amount of such fee, commission, percentage, gift, or consideration ADDITIONAL SERVICES AND CHANGES IN SCOPE OF SERVICES COUNTY or PLAN may request changes that would increase, decrease, or otherwise modify the Scope of Services to be provided under Article 2 of this Agreement entitled Scope of Services/Selected Policies and Benefits. Such changes must be contained in a written amendment, prepared and executed consistent with Article of this Agreement entitled Amendments, prior to any deviation from the terms of this Agreement, including the initiation of any additional services. COUNTY shall compensate PLAN for such additional services as mutually agreed to by the parties LEGISLATIVE, REGULATORY, OR ADMINISTRATIVE CHANGE In the event there shall be a change in the relevant federal or state statutes or regulations, the adoption of new federal or state legislation, or a change in any reimbursement system, any of which are reasonably likely to materially and adversely affect the manner in which either party may perform under this Agreement or which shall make this Agreement unlawful, the parties shall immediately enter into good faith negotiations regarding a new service agreement that complies with the law, regulation or policy and that approximates as closely as possible the position of the parties prior to the change INCORPORATION BY REFERENCE The truth and accuracy of each Whereas clause set forth above is acknowledged by the parties. Exhibits A, entitled Certificate of Coverage, Exhibit B, entitled Premium Rates, Exhibit C entitled "Performance 19 Page 21 of 43

22 Standards, and Exhibit D, entitled Certificate of Liability Insurance, attached hereto and referenced throughout this Agreement, are incorporated into and made part of this Agreement MULTIPLE ORIGINALS Multiple copies of this Agreement may be executed by all parties, each of which, bearing original signatures, shall have the force and effect of an original document PLAN REPRESENTATIONS AND WARRANTIES Page 22 of 43 PLAN warrants and guarantees that it is properly licensed and authorized to do business in Broward County as required by the laws of the State of Florida, and the administrative rules and regulations of the Florida Department of Financial Services. Each individual executing this Agreement on behalf of a party hereto hereby represents and warrants that he or she is, on the date he or she signs this Agreement, duly authorized by all necessary and appropriate action to execute this Agreement on behalf of such party and does so with full legal authority. (The remainder of this page is intentionally left blank.) 20

23 Page 23 of 43

24 Page 24 of 43

25 Page 25 of 43 CertifiCAte of insurance the family Defender, a Legal Services Policy for Broward County U.S. Legal Services, Inc Baymeadows Way Jacksonville, Florida LAWS

26 PrefACe Page 26 of 43 This booklet is called a Summary Plan Description. It is written to make it easier for you to understand your rights and responsibilities under the Plan. If there appears to be a conflict between the description of any Plan provision in this booklet and its statement in the Plan document itself, the language contained in the Plan document is the official and governing language. Nothing in this booklet is meant to interpret or extend or change in any way beyond the provisions stated in the Plan. U.S. Legal Services, Inc. administers this Legal Plan, determines what benefits are provided, retains and employs attorneys, and make any other expenditures necessary to operate the Plan. U.S. Legal Services, Inc. reserves the right to amend, modify, discontinue or terminate all or part of this Plan for any reason and at any time when, in their judgment, it is appropriate. This booklet and the U.S. Legal staff are your sources of information on the Plan. U.S. Legal Services has not authorized anyone to speak on their behalf. foreword U.S. Legal Services, Inc. is a licensed legal expense insurance company licensed by the State of Florida pursuant to Florida Statute 642. this is A VoLuntArY employee Benefit The cost of your benefits are paid through regular contributions to U.S. Legal Services, Inc. payable by you through a payroll deduction. These payments are called contributions because they go into a pool of money used to pay for all of the benefits for all participants and their families covered by the Plan. U.S. Legal Services, Inc. agrees that should there be any conflict between Broward County Rules and Regulations concerning this employee benefit then this agreement defaults to the Broward County Rules and Regulations in existence at the time of this agreement. Furthermore, should there be any conflict in benefits or procedures of the SPD, the service agreement between Broward County and U.S. Legal Services, Inc. shall supersede the Summary Plan Description. SeCtion i eligibility Who Can use Legal Services You: You can use the legal services provided by the Plan. 2

27 Your SPouSe or DoMeStiC PArtner: Page 27 of 43 Your spouse (husband or wife) is covered by the Plan if he or she is residing in the same residence. This employee benefit will be extended to the registered domestic partners of Broward County employees. Domestic partners must meet the following requirements to register their partnership: 1. Each party must be at least 18 years old and competent to contract; 2. Neither person may be married nor a partner in another domestic partner relationship; 3. Neither person s consent to the domestic partner relationship may be obtained by force, duress or fraud; 4. Each person must agree to be jointly responsible for each other s basic food and shelter; 5. Both parties must be domiciled in Broward County or one of the parties must be employed by the Broward County Board of Commissioners. Your CHiLDren: Your children are covered by the Plan if they are an unmarried child (including adopted and step children) under 18 years of age and is dependent upon the Plan Member for support and maintenance, or An unmarried child including adopted and step children under 26 years of age. When Legal Services are Covered You, your spouse and your children can be represented by the Plan when: The type of representation you need is covered, The legal services are provided by an attorney working for the Plan, and You are covered for legal benefits. When your Coverage Starts: You may start using the plan s attorneys on or after the effective date. Your coverage can not start until you have made payments through payroll deduction as required by the Plan. When You Stop receiving Your Benefits When Your Coverage ends: Your coverage ends on the earlier date when either: You stop working (you quit, are laid off or are discharged), or Your employer stops making payments to the Plan for your legal benefits. 3

28 What Happens to Current Cases: Page 28 of 43 When your coverage ends, the Plan can no longer provide you with legal services. You must get a new lawyer immediately to take the place of your Plan attorney. You have the right to convert this Plan to an individual plan if you sever, terminate or no longer work for your employer. You may exercise this conversion by notifying U.S. Legal Services and making alternative arrangements to continue your contributions. SeCtion ii BenefitS The Contributions of each Plan Member shall entitle the Plan Member to the following legal services provided in the State of Florida by a Participating or Network Attorney: A. Consultation: This coverage provides the Plan Member and covered family members the ability to conduct a telephonic and/or office legal consultation or interview with a licensed attorney to discuss any legal matter or concern. These consultations have no limits as to the number of times per year and cover all areas of law. There is no waiting period and no exclusions or limitations. (Out of Network coverage 1 hour per legal issue) B. Consumer-Seller Protection: This coverage extends to the Plan Member and covered family members; coverage includes legal representation for consumer protection legal issues. This would include both statutory and common law causes of action. (Out of Network coverage 8 hours) C. Preparation of Wills and Living Wills, Durable Power of Attorney, Simple trusts: This coverage includes consultation and preparation of the following legal documents to plan and implement an estate plan for the Plan Member and covered family members. These legal documents include Wills including Simple Trusts, Living Wills, Durable Powers of Attorney, and Designations of Health Care Surrogate. (Out of Network coverage Individual Simple Will: 2 hours, Individual Complex Will: 3 hours; Simple Husband/Wife Will: 2.5 hours, Complex Husband/Wife Will: 3.5 hours; Powers of Attorney and Ordinary Trust provisions: 1.5 hours; Codicil: 2 hours; Wills with other than Ordinary Trust Provisions: 5 hours; Living Will: $35 per document; Durable Power of Attorney: $35 per document) D. estate Planning: Attorney will provide consultation and advice concerning planning the covered person s estates, including consultation with the member s financial planners or accountants. (Out of Network coverage 3.5 hours) e. Civil Actions as Plaintiff: This includes representation up to and including trial for civil cases where there is a legitimate cause of action and is not a frivolous case as determined by the Participating, Network or Non-Network Attorney and is further subject to the provisions and conditions in paragraph S herein below. (Out of Network coverage 8 hours) f. Civil Actions as Defendant: Representation of Plan Member as a named defendant in a civil action and includes representation through trial. Where Plan Member is provided legal representation through other coverages, such as auto liability or homeowner s insurance, said coverages shall be primary and this plan s coverage secondary. This coverage is subject to the provisions in Section V, paragraph 8. (Out of Network coverage 8 hours) 4

29 Page 29 of 43 G. Adoptions: Includes step-parent adoptions including all necessary legal pleadings and attendance at Final Hearing. (Out of Network coverage Contested: 13.5 hours, Uncontested: 8.5 hours) H. real estate transactions: Attorney will provide Plan Members with legal assistance in connection with the sale or purchase of a family dwelling which shall be used by Plan Member as a dwelling place. (Out of Network coverage 5 hours) i. insurance Law: Representation and consultation in disputes between Plan Member and Plan Member s insurance company regarding the non-payment of claims for losses incurred by the Plan Member under a policy of insurance issued to the Plan Member. (Out of Network coverage 8 hours) J. Landlord/tenant Law: Legal Disputes as defendant with landlord involving the occupancy of your primary residence, including eviction defense. (Out of Network coverage 8 hours) K. traffic Violations: Representation for non-criminal moving traffic violations. (Out of Network coverage without DUI: 3 hours, with DUI and minor traffic offenses: 6 hours) L. Preparation of Legal Documents: Preparation and review of miscellaneous legal documents for any Covered Legal Service not otherwise specifically covered or excluded under this Plan. (Out of Network coverage $30 per document) M. Change of name: Including preparation of Petition and attendance at Final Hearing. (Out of Network coverage 3 hours) n. estate Administration: Assistance in administering your estate, including the applicable property transfers and court appearances. (Out of Network coverage 5.5 hours) o. Defense of Juveniles: Defense of your eligible juvenile child in and relating to Juvenile Court Proceedings, where the underlying charge would not be considered a criminal felony charge if your child were being charged as an adult, and except traffic matters. (Out of Network coverage involving an insured child: 8.5 hours, involving parental responsibilities: 4.5 hours) P. family Law: Legal representation for family law matters including but not limited to Divorce (Contested and Uncontested), child support and child custody matters, spousal support, equitable distribution of marital assets, modification and enforcement actions and annulments. (Out of Network coverage 7.5 hours) Q. Criminal Violations: Representation for all criminal misdemeanors, except first offense DUI, with representation available through trial in state courts. (Out of Network coverage 8 hours) r. Guardianship: Uncontested and contested court proceedings for appointing you as a Guardian or Conservator. (Out of Network coverage: contested, 8 hours; uncontested: 4 hours) S. Contingency fee: Including auto accidents, medical malpractice and similar causes of action. In the event the attorney assumes responsibility over any matter where the recovery of legal fees is provided by statute, by contract, contingent or otherwise, or by the nature of the claim, any attorney fees recovered shall be the property of the attorney. If the case is one which is to be handled according to contingent contract, however, the first $1,000 shall be exempt from any fee. Participating or Network Attorney will represent the Plan Member under a contingent fee arrangement where the contingent fee cannot exceed 25% of the net recovery if successfully resolved before or after trial, or cannot exceed 30% of the net recovery if successfully resolved only after an appeal. In any civil case in which attorneys fees are recoverable by contract, or by statute, then the Participating or Network Attorney may enter a fee services agreement with the Plan Member, calling for a reasonable attorney s fee, as awarded by the Court in the action. The client will be obligated to pay the Participating or 5

30 Network Attorney a reasonable fee as determined by the Court in the litigation, contingent upon collection from the adverse party. t. Bankruptcy: Chapter 7 Only. Coverage includes consultation, preparation of Petition and Schedules, attendance at 341 Meeting of Creditors, including representation at required hearing. (Out of Network coverage: 8 hours) u. immigration: Page 30 of 43 Visa extensions: Defined as application for extension of any existing visas where eligible for said extensions. (Out of Network coverage 6 hours) naturalization: Defined as advice, consultation, preparation and filing of applications for naturalization before the United States Bureau of Citizenship and Immigration Services. (Out of Network coverage 6 hours) Deportation (Now Known as Removal): Advice, consultation and appearance before the U.S. Immigration Court to provide members with Defense of Removal actions and/or applications for Relief from Removal before the Immigration Judge. (Out of Network coverage 6 hours) All immigration Matters not Listed Above: All other Immigration matters to be provided to members at one-third (1/3) discount off attorney s normal hourly rate. V. Business Law: Preparation of legal documents for one corporation, partnership or other business entity per year. (Out of Network coverage, 2 hours) W. All other legal matters: Except as provided herein above Participating or Network Attorneys will provide legal representation for all other limited, pre-existing or non-covered legal matters for a 33 1/3% discount from their normal hourly rates or fees. X. identity theft Protection: Plan Member is entitled to the use of a fraud resolution program correcting the fraud, Identity Theft and credit related issues confronting the Plan Member. Y. financial and tax Planning: Key financial services will be provided by a nationally recognized financial services company which may be accessed by a toll-free telephone number and/or personal appointments at no cost to the member. Z. irs Audit Protection: Payment of legal or licensed accountant s fees up to a maximum of $7,500 for assistance when Plan Member is requested in writing to appear at an IRS office concerning their federal tax return. (Coverage same for Network and Out of Network) Limitations and other Conditions In addition limited benefits are provided wherein the following circumstances are present: 1. Legal matters under coverages for Family Law shall be limited to (20) hours for child custody issues and fifteen (15) hours for all other family law issues during a calendar year. Any legal services required beyond this limitation shall be rendered by the attorney at a rate of $89.00 per hour. 2. Coverage for DUI limited to first offense only. 3. Out of Network attorney rate is $89.00 per hour for covered services as stated in Section II above. 6

31 exclusions 1. Preparing, completing, or filing of a federal, state, or local tax return or tax law except as may be provided herein by Endorsement. 2. No coverage is provided in Federal Courts of the United States except for Bankruptcy provided herein. 3. Felony crimes are excluded. 4. Actions or disputes between you and your employer, or your employer s insurance carrier, unions, plan underwriter or any other party not covered by this Plan are excluded from coverage. 5. Workers Compensation, unemployment compensation, class actions, interventions and amicus curiae. 6. Matters relating to patents copyrights or appellate proceedings of any nature. 7. Duplication of services previously claimed in relation to same matter. Page 31 of Any legal proceeding in which Plan Member is entitled to legal representation or reimbursement for the costs thereof from any source other than this policy or another legal expense policy. 9. Fines, penalties, court-ordered payments of attorney fees, court costs, service of process fees, litigation expenses, and any other costs and expenses not specified under Section III Benefits. 10. Legal services received or contracted for prior to the Effective Date. Also, legal services obtained after the date on which your coverage under this Plan terminates. 11. Any action, dispute or proceeding in any way against our interest, or that of our affiliated companies, the underwriter(s) of the Plan, or any of our or their agents, Participating or Network Attorneys or your Sponsor. 13. Legal services for the benefit of any person other than a Member, or legal services for Members other than the Named Insured against his/her interests or those of another Member under this Plan. 14. Except as specifically provided for in this Plan, any matter, whatsoever, arising out of or in connection with your employment, past or present, including but not limited to disputes between you and your employer, you and your fellow employees, you and your union, you and your labor/management trust fund or pension fund, workers compensation matters, and unemployment compensation matters. 15. Legal representation regarding any matter arising out of or in connection with any business venture or investment matter, including trademark, patent or copyright matters, except as specifically covered under this Plan. Legal services which ordinarily would be deductible under the Internal Revenue Code as a business expense; including but not limited to, legal services rendered to you relative to income-producing property, including commercial or residential rental property transactions where you are the owner and/or landlord of more than one such property; or business transactions; or farm transactions; or like transactions. 7

32 Page 32 of Tax related matters; class actions; intervention (unless otherwise entitled to coverage as a plaintiff or defendant under this Plan); amicus curiae filings; criminal felonies, appeals; and any matter arising out of or in connection with federal law, except as specifically provided in this Plan. 17. Attorneys shall have the obligation to decline the representation of any Plan Member where the matter presented is deemed by the Attorney to be frivolous, spurious, or without merit, or where a conflict has developed between Attorney and covered Plan Member(s) to the extent that Attorney can not in good faith or pursuant to the Code of Professional Responsibility continue to represent said covered Plan Member(s). SeCtion iii effective Date, renewal, Cancellation, reinstatement and Conversion Provided your Premium and any applicable fees have been Received by Us, this Plan is effective upon the Effective Date as stated in the Schedule, and will renew automatically on its Anniversary date without further notice and will continue to renew thereafter, unless: A. Written notification of cancellation is Received by Us: (i) within 30 days of the Effective Date, or (ii) after 30 days from the Effective Date, together with any unpaid administration fees; or B. We provide you with 45 days written notice of cancellation (for any or no reason); or C. You don t pay us promptly. If this Plan does not automatically renew it is cancelled. All cancellations are effective as of the earlier of the last day of the month: A. In which notice was Received by Us (if sent by you); or B. In which notice was stated to be effective (if sent by us); or C. For which timely payment was Received by Us. If you paid us any Premium in advance, we will return the unearned portion to you (less administrative fees, if any). Earned Premium will be calculated as if you had paid your Premium on a monthly basis. If your Plan lapsed because you didn t pay your Premium, you may reinstate it by paying your Premium and any fees owed. If you do this within 30 days of the date your Plan otherwise would have been canceled, it will be reinstated as it has never lapsed. Otherwise, you may choose to buy a new Plan, provided your payments due under this or any other Plan are paid in full. Conversion to Other Plan: The Named Insured may convert this Plan to an individual Plan when no longer qualified as an employee or member of the Sponsor who offered this Plan to him/her. The Named Insured must notify us within 30 days of non-renewal to make arrangements for Premium payment. The Named Insured may also convert this Plan to any other plan for which he/she is eligible. In the event of such conversion, you, will be eligible for any additional benefits under that plan in accordance with its provisions. You will be credited with your time for the time this Plan was effective only with respect to the plan provisions which are the same in both plans. 8

33 SeCtion iv other Conditions Page 33 of 43 Changes (also known as Endorsements ) We reserve the right to periodically change the terms of this Plan, including the Premium. If we change the terms, then we will give you at least 45 days advance written notice of the change. If you do not like the changes, you may elect to cancel the Plan according to the above cancellation terms within 10 days of our sending notice of these changes. Notice is effective on the date it is mailed to your address. Entire Agreement This Plan comprises the entire agreement between you and us and includes the Schedule, Application and any endorsements. No one other than our duly elected officers is authorized to modify or add to any of the terms of this Plan. Attorney Independence Neither Participating nor Network Attorneys are our agents or employees, and we are not liable for any acts or omissions of any Participating nor Network Attorneys or any other attorney to you, or we on your behalf, have retained. We will not interfere with the confidential attorney-client relationship between you and your attorney. In the event you are not satisfied with any attorney or any attorney performs or omits an act which may give rise to a claim for malpractice, your sole recourse will be against the attorney or firm of attorneys handling your legal matter. Nothing in any of the Plan documents shall be deemed to interfere with the Bar Association s or the court s right to discipline attorney(s) for violation of any Bar Association Canon or Rule or court rule addressed to honesty, integrity, or fair dealing. You have a right to file a complaint with the appropriate State Bar Association or other licensing agency concerning conduct pursuant to the Plan, and have the right to retain at your own expense, except when the Plan provides otherwise, an attorney authorized to practice law in your state. In the unlikely event you are unable to find a Participating or Network attorney who is willing to perform the services offered under this Plan, or in the event the Participating or Network Attorney is disqualified or otherwise unable to perform these services, we will find an alternative attorney for you who will provide equal or superior benefits at no additional cost beyond that which you would otherwise have paid under the Plan. Administrative Rules We reserve the right to adopt rules supplementing and implementing administration of the Plan, including rules concerning payment of Premiums, procedures and forms required, arbitration of disputes arising under the Plan, and any other rules we deem necessary to implement this Plan. We will inform you of these rules if you ask us. We cannot enforce a rule, however, that conflicts with the express terms of this Plan. Dispute Resolution If a dispute arises between you and us, you and we agree to use our best efforts to resolve such dispute amicably. If, however, we cannot reach a mutually satisfactory resolution, this dispute will be submitted to an arbitration board composed of three attorneys practicing in the same bar circuit as your Address. You will choose one attorney to serve on the arbitration board, we will 9

34 choose a second attorney, and the two attorneys so chosen will select the third attorney to serve on the arbitration board. The decision of the majority of the three attorneys will be binding on you and us. You and we will share any expenses of arbitration equally; however, each party will be responsible for its own attorney fees. Implied Consent By accepting this Plan, you agree to allow your Participating or Network Attorney to provide certain information to us, including the frequency and nature of any contacts you have with them. This helps us monitor the quality of service for your benefit. They will not, however, be asked to provide any details of these contacts, other than the date, time and general nature of the contact, the time spent, the outcome, and any other information necessary for us to determine the extent of coverage. Subrogation If you can seek legal fees elsewhere, you must. You agree to assign all rights of legal fee recovery to the extent of any and all of our payments under this Plan. If an assignment is sought, you must cooperate with us. Other Legal Representation Eligibility If you are entitled to receive legal services or reimbursement for legal services from any other person, plan or organization, or could be as a matter of agreement or law (e.g. your auto or homeowners insurance) we will pay benefits under this Plan only to the extent they are in excess of other plans or policies which you have or could have. Each eligible person for whom a Premium is paid will become a Member on the Effective Date, and will remain so until no longer eligible or the Plan is canceled. Plan Conformed to Statute Any terms of this Plan which are in conflict with the laws of the state where issued are amended to conform to its statutes. All other terms will remain in effect. Notice of Claim, Proof of Expense Incurred and Payment of Claim Page 34 of 43 If you obtain services from a Non-Network Attorney, you MUST send us a completed claim form and itemized billing within every sixty (60) day period of the date of service, whether the matter is concluded or on-going, or compensation for services will be denied. If you use a Non-Network Attorney, send a copy of the attorney s bill to us together with proof of payment and a completed Claim Form. The bill should include your name and the name of anyone else for whom the legal services were rendered, your Plan and Claim Number, the nature of the legal matter, the services performed, the number of hours worked the charges and dates on which services were performed. We will then make payment of any available benefits under this Plan directly to you. 10

35 SeCtion V responsibilities of the PLAn AttorneYS Page 35 of 43 A. The Attorney/client relationship of Attorneys providing services under this Plan shall be solely to their Plan Member-clients. Attorneys shall maintain the confidentiality of the attorney-client relationship in accordance with the Code of Professional Responsibility. B. In the event that a Plan Member terminates Membership in the Plan for any reason, or has Membership revoked, the legal services provided to the Plan Member and dependents shall be ended. In such event, as to any active matters, the Attorney involved shall complete the proceeding at the Plan Members expense, unless the Plan Member does not desire to be further represented by the Attorney involved or any other Attorney. C. Attorneys shall have the obligation to decline the representation of any Plan Member where the matter presented is deemed by the Attorney to be frivolous, spurious, or without merit, or where a conflict has developed between Attorney and covered Plan Member(s) to the extent that Attorney can not in good faith or pursuant to the Code of Professional Responsibility continue to represent said covered Plan Member(s). SeCtion Vi termination ProViSionS A. The Company reserves the right to cancel this contract at anytime for non-payment of premiums. Plan Member will be granted a thirty (30) day grace period. If there are any unearned premiums, it will be returned within 10 days of the effective date of Cancellation. SeCtion Vii Your rights under erisa Right to Information: As a participant in the Plan, you are entitled to certain rights and protections under the Employee Retirement Income Security Act of 1974 (ERISA). Under ERISA, you have the right to: Look at all Plan documents in the Plan Administrator s office and at other specified locations, such as work sites. Get copies of all Plan documents and other Plan information by writing to the Plan Administrator. The Administrator is required by law to provide each participant with a copy of this summary report. 11

36 If you request materials from the Plan and do not receive them within thirty (30) days, you have the right to file a suit in a federal court. In such case, the court may require the Plan Administrator to provide them and pay you up to $100 a day until you receive the materials, unless materials were not sent because of reasons beyond the control of the administrator. Right to Appeal: If your claim for benefits is entirely or partially denied: You must receive a written notice, explaining why your claim was denied. You have the right to have the Plan review and reconsider your claim. Right to Benefits: No one your Employer or any other person may fire you or discriminate against you in any way to keep you from getting your benefits or exercising your rights under ERISA. Other Rights Under ERISA: ERISA also imposes duties upon the people responsible for the Plan. The people who operate your Plan, have a duty to do so prudently and in the interest of all Plan participants and beneficiaries, including you and your family. If you feel that your claim for benefits has been ignored or improperly denied, you may file suit in a state or federal court after exhausting the appeals process provided for by the Plan. If the Plan fiduciaries misuse the Plan s money, or if you are discriminated against asserting your rights, you may get help from the U.S. Department of Labor, or file a suit in federal court. The court will decide who should pay court costs and legal fees. If you win your case, the court may order the person you have sued to pay these costs and fees. If you lose, the court may order you to pay these costs and fees, for example, if it finds your claim is frivolous. Questions?: If you have any questions about the Plan office. Page 36 of 43 If you have any questions about this statement or about your rights under ERISA, you should contact the nearest area office of the U.S. Labor-Management Services Administration, Department of Labor. You will find their telephone number in your local telephone directory under U.S. Government. 12

37 SeCtion Viii GenerAL information Page 37 of 43 Name of the Plan: U.S. Legal Services, Inc. Type of Administration: The Plan is administered by U.S. Legal Services, Inc. under rules promulgated by the Florida Department of Financial Services. Agent for Service of Legal Process: General Counsel, U.S. Legal Services, Inc., 8133 Baymeadows Way, Jacksonville, Florida Plan Administrator: U.S. Legal Services, Inc. Funding: The Plan is financed by contributions from participating employees. Plan Information: The benefits are provided by U.S. Legal Services, Inc. through a panel of participating, network and non-network attorneys designated by the Plan. The Plan year ends of December 31st. The Plan s records are kept on a calendar year basis from January 1st to December 31st. Employer Identification Number: DefinitionS Action: (A) when you are suing someone or filing a complaint with the court, or (B) when you are defending yourself when you are sued or accused of breaking the law. Area: Shall mean the county where the Plan Member resides. Attorney(s): Any person properly licensed to practice law in the State of Florida. Benefit: Any service, product or payment provided by the Plan. Calendar Year: January 1st through December 31st. Contributions: The payments that a contributing employee makes to the Plan. 13

38 Domestic Partner: A person with whom you are in a committed relationship, in which neither person is married or in another domestic partnership and each person agrees to be jointly responsible for each other s basic food and shelter. eligible: You, your spouse and your children are eligible, when you have met the criteria to receive benefits from the Plan. Legally Married: Married according to the laws of the state of Florida. Litigation or Litigated Matter: A case that goes through the courts or judicial process, including cases that are settled before trial. Litigation Costs: Fees paid to the court, an agency or another person for services related to your case but that are not part of your attorney s fees, including court filing fees, service of process fees, court costs, expert or consultant fees, deposition fees, transcript costs, recording fees, appraiser fees, accountant fees, investigator fees, sheriff or marshal fees, Department of Motor Vehicles searches, real property title searches and copying costs charged by the court or governmental agency. Personal residence: A private house, condominium or cooperative in which you live or plan to live most of the year; or the purchase of unimproved property on which you plan to build your home in the near future. Plan: The U.S. Legal Service s Plan and the benefits available and the rules and regulations pertaining to the various levels of benefits. Also, the official documents in which these benefits, rules and regulations to various benefits reside. Plan Attorney: An attorney who provides legal services to you, your spouse or your children, if you are eligible to receive benefits. Plan Member: An employee for whom an employer makes payments to the Fund pursuant to a collective bargaining agreement. Plan Year: The same as the calendar year January 1st through December 31st. Separated: When you are no longer living with your spouse. Spouse: The person to whom you are legally married. Page 38 of 43 Participating or network Attorney: An independent law firm that has entered into a written agreement with us to provide Benefits for you. non-network Attorney: An attorney, who is not a Participating or Network Attorney, chosen by you to perform any Covered Legal Service under this Plan s Comprehensive Benefits. 14

39 Page 39 of 43 ENDORSEMENT 12E US109A FAMILY DEFENDER ADDITIONAL SERVICES The following services are available to Plan Member at no additional cost: Hour Emergency Services: In the event of being jailed or arrested, Plan Members will have access to legal providers after hours and weekends. Members will be assisted with non emergency issues next business day and during normal hours of operations. The emergency contact phone number is (800) 356 LAWS.. 2. Do It Yourself Legal Form Document Preparation: Our simple and online process will enable consumers to complete their own legal documents preparation from the comfort of their home, without incurring the cost of an attorney or dealing with lengthy completion and delivery periods. 3. Free Will Preparation: Plan Members will also have access to the interactive online will program that provides Plan Members with a resource to create their own will privately online. The Plan Member follows the prompts for the will format selected, building their own will, which they can then download/print, with complete instructions on proper signing and witnesses, so the will is valid.

40 Page 40 of 43 ENDORSEMENT E7 US109A FAMILY DEFENDER ADDITIONAL BENEFIT ELDER LAW: 1. This benefit entitles the member to consultations with a qualified Elder Law Attorney at no cost to the Plan Member during normal business hours at the telephone number listed on the Plan Member s identification card. There shall be no limit to the number of free consultations per year. Such consultation shall be of sufficient length or duration in time, in the opinion of the attorney, to adequately respond to the member s inquiry. This benefit shall include but not be limited to consultation on the following areas: a. Elder Fraud, Schemes or Scams: Perpetrated on Senior s including telephone, mail or other solicitation and to avoid becoming a victim of fraud, abuse, schemes, chicanery or other misleading ideas or deceptions. b. Planning for Incapacity: Including powers of attorney, living wills, health care surrogates, living trusts and forms of ownership. c. Health Care Decisions: Decisions by patient, decisions for incompetent patient, durable power of attorney, living wills, and anatomical gifts. d. Financial Planning: In order to save on income, gift and estate taxes, to adequately provide for family members, including development and reviewing a financial plan. IRA s, C.D. s, annuities, life insurance, personal residence, health care benefits as well as retirement planning. e. Debt & Consumer Counseling: Concerning problems with collections, debt and/or credit or credit reports. f. Estate Planning, Wills, Trusts and Living Trusts: Including planning for surviving spouse, planning for single person, including tax strategies and techniques. 2. Preparation of an individual Simple Will, Codicil or change in individual Simple Will, Living Will and/or Advanced Care Directive and Durable Power of Attorney if the Plan Member has been appointed as legal guardian or conservator. [Maximum Out of Network Benefit for Individual simple will $150, Codicil or change $40, Living Will $35, Durable Power of Attorney $90]

41 Page 41 of 43 EXHIBIT B PREMIUM RATES Flat premium regardless of number of eligible family members $ 7.73 per pay period

42 Page 42 of 43 EXHIBIT C PERFORMANCE STANDARDS PERFORMANCE MEASURE ACCEPTABLE PERFORMANCE PENALTY Fully implement the plan by the effective date (1 st year of contract only). Provide a Certificate of Coverage within 60 days of approval from County (1 st year of contract only). Distribution of welcome kit and Benefit Summary within 10 business days after receipt of electronic eligibility file. 90% of incoming calls will be answered by customer service within 35 seconds. 95% of all telephone calls in queue will connect to a customer service representative. 100%.50% of annual premium 100%.25% of annual premium 100%.25% of annual premium 90%.25% of annual premium 95%.25% of annual premium Obtain a positive response rate of 80% or above on annual Member satisfaction survey of enrolled members. 80% satisfied or very satisfied.50% of annual premium Attendance at scheduled annual fair/quarterly event, per County s request. Provide quarterly and annual reports within forty five (45) days after the end of the reporting period. 100%.25% of annual premium 100%.50% of annual premium

43 ~ ACOR D4b Exhibit D DATE CERTIFICATE OF LIABILITY INSURANCE I (MMIDDIYYYY) ~ 1/10/2013 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER ~~~1~CT Penny Garrett Lassiter-Ware Insurance, Inc. ~~gn~n Fvl\ (800) I r~.nol : (888) Citizens Blvd. ~~naj~.,.,. INSURERISl AFFORDING COVERAGE Leesburg FL INSURER A :American Economy Insurance INSURED INSURER B :Westchester Fire Insurance Co U S Legal Services Inc. & CREX-Forbes LLC INSURERC : 8133 Baymeadows Way, Ste 102 INSURER D: INSURER E: Jacksonville FL INSURER F: COVERAGES CERTIFICATE NUMBER 13/14 we 12/13 Other 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 INITH RESPECT TO \M-IlCH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR POLICY NUMBER l r&~j-j%}:,~~~ lr~g~j%ww, LIMITS TYPE OF INSURANCE ~~~~ ~~~ GENERAL LIABILITY EACH OCCURRENCE $ 2,000,000 '-- Jf. ~MERCIAL GENERAL LIABILITY ~~~~J?E~=~eneel $ 2,000,000 A CLAIMS MADE [i] OCCUR 02BP ~1/9/2012 ~1/9/2013 MED EXP (Arri oneperson) $ 10,000 PERSONIAL & ADV INJURY $ 2,000,000 r-- GENERAL AGGREGATE $ 4,000,000 r-- ~'L AGGREnE LIMIT APnS PER: PRODUCTS - COMP/OP AGG $ 4,000,000 POLICY ~~RT LOC $ AUTOMOBILE LIABILITY fe~m:~~tlsingle LIMIT s ANY AUTO BODILY INJURY (Per person) $ - ALLO...,.,ED - SCHEDULED AUTOS AUTOS - - HIRED AUTOS AUTOS - - NO N-O...,., ED H BODILY INJURY (Per accident) $ r:e?~~~nt~amage UMBREL.LA LIAS OCCUR EACH OCCURRENCE $ - EXCESSLIAB CLAIMS-MADE AGGREGATE $ OED I J RETENTION $ $ A WORKERS COMPENSATION I T~.JT~J~ ~ I I OJ~ AND E.MPLOYERS' LIABILITY YIN ANY PROPRIETOR/PARTNER/EXECUTIVE D E.L EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? N I A (Mandatory In NH ) 02WC5842H10 /1/2013 l./1/2014 E.L DISEASE EA EMPLOYEE $ If yes, describe under DESCRIPTION OF OPERATIONS below E.L DISEASE POLICY LIMIT $ B Professional Liability G /20/2012 6/20/2013 $1, Occurrence $5,000 Retention $1,000,000 Aggregate Page 43 of 43 $ $ NAICII DESCRIPTION OF OPERATIONS I LOCAT10NS I VEHICLES (Attach ACORD 101, Additional Remarl<s Schedule, If more epaeels required) Jacqueline Binns /~~ :29:00-05'00' CERTIFICATE HOLDER Broward County Board of Co. Commissioners Employee Benefit Services 115 s. Andrews Avenue Room 514 Fort Lauderdale, FL CANCELLATION 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 Penny Garrett/PENNYG a~ "'7'7-l.. ~ ACORD 25 (201 0/05) INS025 (201005).01 The ACORD name and logo are registered mar ks of ACORD ACORD CORPORATION. All nghts reserved.