CN-680000-EXD93-A1.pdf

AHCA CONTRACT NO. EXD093

AMENDMENT NO. 1

AHCA Contract No. EXD093, Amendment No. 1, Page 1 of 2 April 2020

THIS CONTRACT, entered into between the STATE OF FLORIDA, AGENCY FOR HEALTH CARE ADMINISTRATION, hereinafter referred to as the "Agency" and COOPER & KIRK, PLLC, hereinafter referred to as the "Vendor," is hereby amended as follows:

1. Standard Contract, Section I., THE VENDOR HEREBY AGREES, Sub-Section W., Requirements of Section 287.058, Florida Statutes, Item 6., which provides for renewal of this Contract for a period that may not exceed three (3) years or the original term of this Contract, whichever is longer, both Parties hereby agree to exercise the first renewal option for a period of twelve (12) months beginning January 1, 2022. Therefore, Standard Contract, Section I., THE VENDOR HEREBY AGREES, Sub-Section W., Requirements of Section 287.058, Florida Statutes, Item 5., is hereby amended to now read as follows:

This Contract shall begin March 20, 2021, and end on December 31, 2022, inclusive.

2. Standard Contract, Section III., THE VENDOR AND AGENCY HEREBY MUTUALLY

AGREE, Sub-Section B., Contract Managers, Item 1., Is here by amended to now read as follows:

1. The Agency’s Contract Manager’s contact information is as follows:

Mary Clemmons-Haire Agency for Health Care Administration 2727 Mahan Drive, MS #3 Tallahassee, Florida 32308

(850) 412-3673 Mary.Haire@ahca.myflorida.com

3. Attachment I, Office of the Attorney General, Private Attorney Services, is hereby deleted in its entirety and replaced with Attachment I-A, Office of the Attorney General, Private Attorney Services (Amended). All references in this Contract to Attachment I, shall hereinafter refer to Attachment I-A.

All provisions not in conflict with this Amendment are still in effect and are to be performed at the level specified in this Contract.

This Amendment and all its attachments are hereby made a part of this Contract.

This Amendment cannot be executed unless all previous Amendments to this Contract have been fully executed.

REMAINDER OF PAGE INTENTIONALLY LEFT BLANK

DocuSign Envelope ID: 088451DA-B756-4297-9969-0A2B7F9B977C mailto:Mary.Haire@ahca.myflorida.com

AHCA CONTRACT NO. EXD093

AMENDMENT NO. 1

AHCA Contract No. EXD093, Amendment No. 1, Page 2 of 2 April 2020

IN WITNESS WHEREOF, the Parties hereto have caused this seven (7) page Amendment to be executed by their officials thereunto duly authorized. This Amendment is not valid until signed and dated by both Parties.

COOPER & KIRK, PLLC STATE OF FLORIDA, AGENCY FOR

HEALTH CARE ADMINISTRATION

SIGNED

BY:

SIGNED

BY:

NAME: NAME:

TITLE: TITLE:

DATE: DATE:

SIGNED

BY:

NAME:

General Counsel, TITLE: Approved as to form and legality

DATE:

List of Attachments included as part of this Contract

Specify Letter/ Type Number Description

Attachment I-A Office of the Attorney General, Private Attorney Services (Amended)

(5 Pages)

Michael W. Kirk

12/22/2021

Partner

William Roberts

12/22/2021

Simone Marstiller

Secretary

12/22/2021

ATTACHMENT I-A

OFFICE OF THE ATTORNEY GENERAL

PRIVATE ATTORNEY SERVICES (AMENDED)

Form OAG-002 (07/97 [rev. 9/2001])

AHCA Contract No. EXD093, Attachment I-A, Page 1 of 4

A. SCOPE OF SERVICES

The Vendor shall:

1. Provide legal representation in the matter of Pharmaceutical Research & Manufacturers of America vs. DHHS, No. 20-cv-3402 (D.D.C.).

2. Prepare and file amicus brief and provide necessary legal representation.

B. COMPENSATION-FEES

1. The Agency shall be billed in accordance with Exhibit A, Fee Schedule. Fees shall not exceed $100,000.00 and fees in excess of such amount shall not be compensable. The Vendor shall notify the Agency, in writing, when fees for billable services reach $95,000.00. Said notification shall be made as soon as is practicable and prior to the next monthly invoice. Failure to comply with these provisions will result in non-payment.

2. Billable hours shall be measure in six (6) minute increments. Compensation of attorney hours will be for actual time spent providing attorney services to the Agency at the hourly rates specified in Exhibit A, Fee Schedule.

3. Premium rates will not be paid for overtime work.

4. The Parties acknowledge that Agency payments required pursuant to the terms of this Agreement are subject to and contingent upon the review and approval of the Chief Financial Officer pursuant to his authority as set forth in the Florida Constitution and Section 17.03, Florida Statutes (F.S.), which provides in pertinent part: “The Chief Financial Officer of this state, using generally accepted auditing procedures for testing or sampling, shall examine, audit, and settle all accounts, claims, and demands, whatsoever, against the state, arising under any law or resolution of the Legislature, and issue a warrant directing the payment out of the State Treasury of such amount as he or she allows thereon.”

C. FORMAT FOR INVOICE:

1. Within thirty (30) days of completion, a statement shall be submitted in two (2) copies, in a format that includes, at a minimum, the following information:

a. Case name and number, if applicable, or other legal matter reference;

b. Invoice number for the particular bill;

c. Vendor taxpayer identification number;

d. AHCA Contract number;

e. Vendor and Agency Contract Managers’ names;

AHCA Contract No. EXD093, Attachment I-A, Page 2 of 4

f. Itemization of the dates; hours billed; a concise, meaningful description of the service rendered, with sufficient detail to enable the Agency to evaluate the services rendered and costs; the person(s) who performed the services for each day during which the Vendor performed work; their hourly rate as specified in Exhibit A, Fee Schedule, and any billed rate that is for some reason different from the one (1) set forth in Exhibit A, Fee Schedule, e.g., travel at a reduced hourly rate;

g. Inclusive dates of the month(s) covered by the invoice;

h. A listing of all invoiced costs to be accompanied by copes of actual paid receipts;

i. The total of only the current bill or statement;

j. Prior balances or payment history should be shown separately, if at all;

k. A certification statement, signed by the Vendor’s Contract Manager that reads, “"I certify that all costs and fees claimed in this invoice statement for payment are accurate and were performed in furtherance of this Contract between Cooper & Kirk PLLC and the Agency for Health Care Administration;” and

l. Any other information as may be requested by the Agency’s Contract

Manager.

D. MANAGEMENT OF CONTRACT

1. The Agency’s Contract Manager is Mary Clemmons-Haire.

2. The Vendor’s Contract Manager is Michael W. Kirk.

3. All written approvals must be obtained from the Parties’ Contract Managers or their designees. All notices must be given to the Parties’ Contract Managers.

4. This Contract shall be governed by and construed under the laws of Florida.

E. OTHER AVAILABLE SERVICES

Upon receiving approval from the Agency, the Vendor shall use existing Agency agreements, when available and cost effective, to acquire services (e.g., computer-assisted legal research) and the assistance of professionals (e.g., court reporters, expert witnesses) at reduced rates.

F. PUBLIC RECORDS

All documents prepared pursuant to this Contract are subject to Florida’s Public Records

Law unless specifically exempt by law. Refusal of the Vendor to allow public access to such records, as required by such law, shall constitute grounds for unilateral cancellation of this Contract.

AHCA Contract No. EXD093, Attachment I-A, Page 3 of 4

G. MONITORING

Monitoring of the Vendor's performance shall be through e-mail and telephone communication as well as through review of invoice and court filings.

H. SPECIAL CONDITIONS

1. The Vendor will make affirmative efforts to achieve cost effectiveness by consolidating court hearings, limiting travel, streamlining case processing, using printed forms, using the appropriate level of attorney or staff experience required by task, and taking other actions to improve efficiency.

2. The Vendor shall provide the Agency Contract Manager immediate notice of any significant case developments that will likely result in media inquiries.

3. Multiple staffing at meetings, hearings, depositions, trials, etc., by the Vendor will not be compensated without prior written approval from the Agency.

4. Vendor agrees that all documents shall be promptly returned at the termination of the Vendor’s involvement in the case or matter at hand at the expense of the Agency.

5. Agency in-house staff shall be used in the legal matter to the maximum extent possible.

6. The Vendor will provide immediate notice of any representation undertaken by the

Vendor in matters where the client is suing or being sued by the state or state entities in any civil or adversarial administrative action.

7. A contingency fee contract must be commercially reasonable. “Commercially reasonable” means the fees shall be no more than the amount permissible pursuant to Rule 4-1.5 of the rules regulating The Florida Bar and case law interpreting that rule. If the amount of the fee is in dispute, the counsel retained by the state shall participate in mandatory binding arbitration. Payment of all attorneys’ fees is subject to appropriation. Attorney’s fees shall be forfeited if, during the pendency of the case, the counsel retained by the state takes a public position that is adverse to the state’s litigation or settlement posture.

8. Each private attorney who is under contract to provide attorney services for the state or a state agency shall, from the inception of the contractual relationship until at least four (4) years after this Contract expires or terminates, maintain detailed current records, including documentation of all expenses, disbursements, charges, credits, underlying receipts and invoices, and other financial transactions that concern the provision of such attorney services. The private attorney shall make all such records available for inspection and copying upon request in accordance with Chapter 119, F.S.

9. If any other customer of Vendor obtains rates and/or terms with respect to any like services that are more favorable than those rates and/or terms provided to the

AHCA Contract No. EXD093, Attachment I-A, Page 4 of 4

Agency at any time during the duration of this contract, the Vendor will retroactively adjust the rates and/or terms under this contract to conform to the more favorable rates and/or terms and the Vendor shall promptly pay the Agency any amounts owing there from. This clause does not apply to any contracts the Vendor has with the Department of Financial Services, Division of Risk Management.

10. The Agency’s general counsel must approve and sign this Contract as to form and legality. This Contract must be signed by the Agency head, who shall also maintain custody of this Contract.

EXHIBIT A

FEE SCHEDULE

AHCA Contract No. EXD093, Attachment I-A, Exhibit A, Page 1 of 1

I. HOURLY BILLING SCHEDULE

A. Vendor’s attorney and staff to be used under this Contract include the following individuals at the hour rates indicated:

NAME HOURLY RATE

Michael Kirk, Attorney/Partner/Shareholder $1,245.00 Adam Laxalt, Attorney/Partner/Shareholder $995.00 John Ohlendorf, Attorney/Partner/Shareholder $695.00 John Tienken, Attorney/Associate $575.00 Annitta Bailey, Legal Assistant/Paralegal $215.00 Kaitlyn Troilo, Legal Assistant/Paralegal $195.00 Erica Lizza, Legal Assistant/Paralegal $195.00

The above rates may be adjusted in both Parties agree and shall be documented in writing by amendment to this Contract.

Addition attorneys and staff require an amendment to this Contract prior to being utilized.