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Employee Group Legal Services Agreement 90//- 02)&3 4 - 13- 1/ U.S. Legal Services Providing legal benefit plans EMPLOYEE GROUP LEGAL SERVICES AGREEMENT THIS EMPLOYEE GROUP LEGAL SERVICES AGREEMENT (the "Agreement "), made as of this 1st day of January 2012, by and between the City of Miami Beach, 1700 Convention Center Drive, Miami Beach, Florida 33139 ( "City ") and U.S. Legal Services, Inc., a Florida corporation, with offices at 8133 Baymeadows Way, Jacksonville, Florida 32256 ( "U.S. Legal "). RECITALS A. City operates and governs an employee group legal plan for Florida participants; and B U.S. Legal is engaged in the business of developing and providing a comprehensive legal service plan to serve employees; and C. City desires to engage U.S. Legal, and U.S. Legal desires to accept such non - exclusive, engagement effective January 1, 2012 (Effective Date), to develop and provide a legal service plan to City's participants, as more fully described below, pursuant to the terms and conditions of this Agreement. NOW THEREFORE, in consideration of the mutual promises contained in this Agreement and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties mutually covenant and agree as follows: 1. Definitions and Construction. Capitalized terms herein shall have those definitions given to them below. Certain other capitalized terms shall have the meanings given to them elsewhere in this Agreement. Unless expressly stated otherwise, when used in this Agreement: (i) "including" means "including, without limitation;" (ii) the words, "hereof," "herein" and similar words refer to this Agreement as a whole and not to any particular part; (in) "or" means "either or both and (iv) references to Sections and Exhibits refer to the corresponding Sections and Exhibits. "Affiliates" shall mean, with respect to any Person, any other Person directly or indirectly controlling controlled by or under common control (i.e. the power to direct affairs by reason of ownership of voting stock, by contract or otherwise) with such Person and any member, director, officer or employee of such Person. "Law" shall mean any domestic or foreign country statute, law, rule, regulation, ordinance, code, directive or order, including without limitation, any court or administrative order. "Person" shall mean an individual, corporation, partnership, limited liability company, [City of Miami Beach], unincorporated organization or other legal entity or governmental body, or their equivalent under the applicable legal system. 1 • .. U.S. Legal Services Providing legal benefit plans. "Scope of Services" shall mean the legal services required of U.S. Legal in performance of its obligations under this Agreement as set forth in Exhibit "A ", attached hereto. Employee(s)" shall mean any benefits eligible employees covered by the [City of Miami Beach] in Florida. "Participant" shall mean eligible employees and their eligible dependents. 2. Services. Subject to the terms and conditions of this Agreement, U.S. Legal shall provide personal legal services to Employees that fully conform to the Scope of Services (the "Legal Plan "), effective January 1, 2012 (Effective Date). 2.1 U.S. Legal shall provide the Legal Plan set forth in the Scope of Services, and render full and prompt cooperation with City, Employees, and participants in all aspects of the Legal Plan performed hereunder. 2.2 U.S. Legal and participants acknowledge that this Agreement requires the performance of all things necessary for or incidental to the effective and complete performance of the Legal Plan under this Agreement. All things not expressly mentioned in this Agreement, but necessary to carrying out its intent are required by this Agreement, and U.S. Legal shall perform the same as though they were specifically mentioned, described and delineated. 3. Term. 3.1 The term of this Agreement shall be for a period of two (2) years from the Effective Date. Thereafter upon mutual agreement of both parties, this Agreement may be renewed for three (3) additional one (1) year terms. 3.2 Notwithstanding any such termination of this Agreement, the parties hereto hereby agree that the restrictive covenants, including the confidentiality covenant contained herein and the remedies associated therewith, and those other provisions contained herein which by their very terms continue after termination of this Agreement, shall survive any such { termination of this Agreement. 4. Payment Terms. 4.1 Payment. City shall pay for the cost of the Legal Plan based solely on the price and fees quoted by U.S. Legal, effective January 1, 2012. No charge shall be charged or payable by a participant for services provided herein except as provided in the scope of services attached hereto as Exhibit A. 4.2 Price. The price quoted by U.S. Legal in the Schedule of Costs, which is attached hereto as Exhibit "B," to perform the Legal Plan hereunder shall remain fixed for the Term of the Agreement, including the option years; however, U.S. Legal may offer incentive discounts for 2 U.S. Legal Services Providing legal benefit plans. services not provided for herein to the City and participants at any time during the Term and any extension thereof. 5. Representations, Warranties and Covenants. 5.1 U.S. Legal Representations. Warranties and Covenants. U.S. Legal represents, warrants and covenants to City that: 5.1.1 it is in compliance with and will comply with all Laws with respect to its rights and obligations under this Agreement and including applicable legal regulatory rules and ethics obligations of its attorneys providing services to the participants; 5.1.2 it is a corporation duly organized and validly existing under the laws of Florida; 5.1.3 it has the power and authority to enter into this Agreement and to fully perform its obligations hereunder, except as enforcement may be limited by bankruptcy, insolvency, fraudulent conveyance or other similar laws affecting the enforcement of creditors' rights generally and further subject to general principles of equity and public policy; • 5.1.4 it shall provide the Legal Plan in accordance with and subject to the terms and conditions set forth and full payment of costs for covered services in this Agreement; 5.1.5 it has obtained, and shall maintain in full force during the Term hereof, such international, federal, state and local authorizations as are necessary to operate the business it is conducting in connection with its rights and obligations under this Agreement as well as professional malpractice insurance which is customary in connection with the scope of services provided for herein.; 5.1.6 the Legal Plan contemplated by this Agreement, does not and shall not: (i) violate any applicable Law, regulation, judgment, injunction, order, decree or third party right, or (ii) violate the organizational documents of U.S. Legal; or (iii) require any notice or consent or other action by any Person under, constitute a default under, or give rise to any right of termination, cancellation or acceleration of any right or obligation of U.S. Legal, or to a loss of any benefit to which U.S. Legal is entitled under, any agreement or other instrument binding upon U.S. Legal or any license, franchise, permit or other similar authorization held by U.S. Legal; and 5.2 Survival of Representations and Warranties. All representations and warranties contained herein or made by U.S. Legal in connection herewith shall survive termination of this Agreement and any independent investigation made by the City. 3 Sa, U.S. Legal Services Providing legal benefit plans. 6. Confidentiality. 6.1 General Confidentiality. Each party who receives Confidential Information hereunder (a `Receiving Party ") from the other party hereunder (a "Disclosing Party ") agrees that they and their respective employees and subcontractors shall maintain, in confidence, the Confidential Information of the Disclosing Party, and that they have not and will not reveal the Confidential Information including membership and participant date of the Disclosing Party to any Persons not employed by the other party except: (i) at the written direction of the Disclosing Party; (ii) to the extent necessary to comply with applicable law including, without limitation, Chapter 119, Florida Statutes, as same may be amended from time to time, or the valid order of a court of competent jurisdiction, in which event the party making such disclosure shall so notify the Disclosing Party as promptly as practical (and, if possible, prior to making any disclosure) shall seek confidential treatment of such information, or in connection with any arbitration proceedings; or (iii) in order to enforce any of its rights pursuant to this Agreement. 6.2 The City Confidential Information. By specification, without otherwise limiting the scope of the City's Confidential Information, the parties acknowledge that the Legal Plan, and any and all ideas principles, concepts, procedures, [City of Miami Beach] participant list, methods of operation and mathematical operations related to the foregoing will be deemed to be Confidential Information of the [City of Miami Beach]. 6.3 These provisions shall survive termination of this agreement. 7. Press Release or Other Public Communication. Under no circumstances shall U.S. Legal, without the express written consent of the City, which consent may be withheld; 7.1 issue or permit to be issued any press release, advertisement or literature of any kind that refers to the City of Miami Beach, or the Legal Plan being performed hereunder; and 7.2 except as may be required by law, U.S. Legal and its employees, agents, supplier and Affiliates will not represent, directly or indirectly, that any service provided by U.S. Legal or such parties has been approved or endorsed by the [City of Miami Beach]. 8. Miscellaneous. 8.1 Separate Entities. No officer, employee, agent, servant or independent contractor of either party hereto or their respective subsidiaries or Affiliates shall at anytime deemed to be an employee, servant or agent of the other party for any purpose whatsoever and the parties shall use commercially reasonable efforts to prevent any such misrepresentation. Nothing in this Agreement shall be deemed to create any joint venture, partnership or principal -agent relationship between U.S. Legal and the City, and neither shall hold itself out in its advertising or in any other manner that would indicate any such relationship with the other. 4 4 4 , U.S. Legal Services Providing legal benefit pions. 8.2 Sub - Contractual Relations. U.S. Legal shall not retain the services of sub - contractors to perform any of the obligations under this Agreement. 8.3 Waiver. The failure of any party to insist upon strict performance of any provision of this Agreement shall not be construed as a waiver of any subsequent breach of the same or similar nature. All rights and remedies reserved to either party shall be cumulative and shall not be in limitation of any other right or remedy that such party may have at law or in equity. 8.4 Notices. All notices hereunder shall be in writing and delivered by hand or Sent by certified mail, return receipt requested, facsimile, or a nationally recognized overnight delivery service to the receiving party at its address set forth below or as otherwise designated "by written notice given in accordance with this Section 9.4. Notice to U.S. Legal shall be provided as follows: U.S. Legal Services, Inc. 8133 Baymeadows Way Jacksonville, Florida 32256 Attn.: Marie M. Forbes, President Phone: (904) 737 -3366 or (800) 356 -LAWS { Fax: (904)730 -0023 Notice to [City of Miami Beach] shall be provided as follows: City of Miami Beach 1700 Convention Center Drive Miami Beach, Florida 33139 Attn: Ramiro Inguanzo, H.R. Director Phone: (305) 673 -7524 Fax: (305) 673 -7529 Notice given by mail shall be considered to have been given five (5) days after the date of mailing, postage prepaid certified or registered mail. Notice given by facsimile shall be considered to have been given on the date receipt thereof is electronically acknowledged. Notice given by an overnight delivery service shall be considered to have been given on the second business day after the date of delivery of the properly addressed and prepaid notice to the overnight service. 8.5 Binding Agreement: Assignment. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, personal representatives, successors and assigns. U.S. Legal may not assign by transfer, by operation of law or otherwise, without the prior written consent of the City, which may be withheld. The City may, without U.S. Legal Services consent at any time assign its rights and obligations under this Agreement without recourse and, in whole or in part: (i) to any Affiliate or to a successor entity to the City's 5 Una/ U.S. Legal Services Providing legal benefit plans. business;(ii) to a third party, provided the City remains primarily liable for the performance of such third party's obligations hereunder. 8.6 Governing Law. In the event that it becomes necessary to enforce the terms of this Agreement, the validity, construction, interpretation and performance of this Agreement and the remedies for its enforcement or breach shall be governed by and construed in accordance with the laws of the State of Florida applicable to contracts made and fully performed therein, without giving effect to its laws or rules relating to the conflict of laws, except as to the extent ERISA is applicable in which case federal law shall apply. 8.7 Jurisdiction and Venue. The parties hereto unconditionally and irrevocably:(i) submit to the exclusive jurisdiction and venue of the state and federal courts located in City of Miami Beach, Florida; and (ii) waive any objections they may have at any time to the laying of venue of any suit, action or proceeding relating hereunder. 8.8 Survival. Termination of this Agreement shall not relieve either party of any of its liabilities or obligations hereunder, including, without limitation, those set forth in Sections 5, 6, 7, 8.6, 8.7, 8.8 and this Section 8.9, or any other provision of this Agreement that by its nature shall survive termination. 8.9 Entire Agreement and Section Headings. This Agreement sets forth the entire agreement and understanding of the parties relating to the subject matter hereof, and supersedes all prior and contemporaneous agreements, arrangements, or understandings relating to the subject matter hereof. This Agreement shall not be modified other than in writing, signed by each of the parties hereto. The section headings hereof are for the convenience of the parties only and shall not be given any legal effect or otherwise affect the interpretation of this Agreement. 8.10 Severability. The parties agree that each provision of this Agreement shall be construed as separable and divisible from every other provision and that the enforceability of any one provision shall not limit the enforceability, in whole or in part, of any other provision hereof except that if the services herein contemplated are not or cannot be provided there is no obligation on the part of the City to pay U.S. Legal Services. 8.11 Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed an original and all such counterparts together shall constitute but one and the same instrument. The parties also agree that this Agreement shall be binding upon the faxing by each party of a signed signature page thereof to the other party. 8.12 U.S. Legal Services shall provide at its own expense to the City such statistical information as may be reasonably obtained with respect to plan utilization and nature of services provided. 6 U.S. Legal Services Providing legal benefit plans. 9 9 P 8.13 U.S. Legal Services shall provide at its own expense such promotional and informational materials as reasonably necessary to provide the plan to eligible participants of the City including the costs relating to mail and distribution thereof. 8.14 In the event of any conflict between the terms of this Agreement and Exhibit attached hereto, the terms of this Agreement shall prevail over the conflicting terms in Exhibit IN WITNESS WHEREOF, the undersigned parties have caused this Agreement to be executed by their duly authorized representatives as of the day and year first above written. U.S. LEGAL SERVICES, INC. By: � Name: Marie M. Forbes Title: President ATTESTED HERETO: [City of Miami Beach] By: rowil B Y: 'I/ y / .i _ .. i2 Name : ' O 1 . 3 €,2X Ppaze g U )2 Name :Matti Herrera Bower A , ,... ...... % %% %% ;Mayor I Title: C C LAM - \ P\ v. ` � .. (2: , Title .-- —.. { % * INCORP ORATED) TC M 26 APPROVED AS TO FORM & LANGUAGE & FOR EXECUTION C Attom . f , W _ Date 7 • U.S.Legal Services iffift Providing legal benefit plans. ENDORSEMENT 1 US109A FAMILY DEFENDER The following services are available to Plan Member at no additional cost: 1. 24 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. 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. � I 4 U.S. Legal Services Providing legal benefit plans. ENDORSEMENT 2 US109A FAMILY DEFENDER Section IV - Limitations and Other Conditions - paragraph 1 (one) is deleted and there is no waiting period for Family Law and Bankruptcy coverages. U.S. Legal Services Providing legal benefit plans. EXHIBIT A U.S. Legal Family Shield Plan • L egal rS e v ce s Providing legal benefit plans. CERTIFICATE OF INSURANCE ?fie Family Defender Ze 4€ Sew ;JeA z U.S. Legal Services, Inc 8133 Baymeadows Way Jacksonville, Florida 32256 800- 356 -LAWS US109A Family Defender 1 10/11 a4, U.S. Legal Services Providing legal benefit plans. CERTIFICATE OF INSURANCE ?'e Family Defender a 4e ae Savice4 Peaet U.S Legal Services, Inc. 8133 Baymeadows Way Jacksonville, Florida 32256 800 - 356 -LAWS US109A Family Defender 1 10/11 Anniversary: The first of each successive calendar month after your Effective Date until this Plan is canceled if the Premium paid was for one month (as designated in your Schedule), or the same date of each successive year after your Effective Date until this Plan is canceled if the Premium was for one year (as designated in your Schedule). Attorney: Anyone properly licensed to practice law in the state or jurisdiction where this Plan is effective. Attorney Fee: The Reasonable & Customary Amount charged by an attorney only for his /her time spent providing benefits, usually billed on an hourly basis. Covered Legal Services: Legal services provided by an attorney, for which Attorney Fees are charged, relating to Member's personal Legal Issues or legal questions, specifically provide for under the Benefits section in this Plan and not otherwise excluded, and which relate to Events occurring after your Effective Date (and any applicable waiting period) but before this Plan is lapsed or canceled. Discounted Rate: The rate charged for non - covered legal issues. Effective Date: The date this Plan takes effect. Legal Issue: A disagreement between you and any other person or entity regarding your legal rights with respect to personal activities. Member, Members, You, Your, Yours: The Named Insured, and provided the Premium has been paid for family coverage and they are named in the Application or subsequently become eligible, his /her legal spouse and unmarried dependent children: (a) under the age of 19 who reside in his /her household; or (b) under the age of 23 if unmarried and a full time student. Named Insured: The person whose legal name appears in the Schedule or who is registered by the sponsor with us as entitled to coverage under the terms of this Plan. US109A Family Defender 3 10/11 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. Out -of- Network Rate: The rate we reimburse you for Covered Legal Services provided by a Non - Network Attorney. Plan: The Family Defender. Reasonable and Customary Amount: The number of hours usually required for performing like legal services under similar facts or circumstances. Sponsor: The organization, if any, through which the Named Insured was offered this Plan. Trial: The proceeding in court whereby the parties try their case, beginning with the impaneling of a jury in a jury trial and with the opening statements of the parties in a non jury trial. Trial does not include out -of -court preparation, appearances on motions, pre -trial conferences, or continuances by the court. Uncontested: A legal matter or issue which the parties have agreed or to which the other party has no objection and makes no defense. Ill. Benefits The following legal services provided by a Participating or Network Attorney are available to eligible Plan members: A. Advice and Consultation: 1. Office and Telephone Consultation: This service provides the opportunity to discuss with an attorney any personal legal problems that are not specifically excluded. The Participating or Network Attorney will explain the Plan Member's rights under the law, point out his or her options and recommend a course of action. The Participating or Network Attorney will identify further coverage available under the Plan, and will undertake representation if the Plan Member so requests. If representation is covered by the Plan, the Plan Member will not be charged for the Program Attorney's services. US109A Family Defender 4 10/11 If representation is recommended, but is not covered by the Plan, the Participating or Network Attorney will provide a written fee statement in advance. The Plan Member may choose whether to retain the Participating or Network Attorney at his or her own expense, seek outside counsel, or do nothing. There are no restrictions on the number of times per year a Plan Member may use this service, although, it is not intended to provide the Plan Member with continuing access to a Participating or Network Attorney in order to undertake his or her own representation. B. Consumer - Seller Protection: 1. Consumer Protection Matters: This service covers the Plan Member as Plaintiff for representation, including trial, in disputes over consumer goods and services. This service does not include disputes over real estate, construction, insurance or collection activities after a judgment. It covers correspondence, negotiation, filing of suit, ending in settlement or judgment and trial, if necessary.* * Trial Supplement: In addition to fees indicated for trials, we will pay one half of the attorney's hourly rate for representation in trial beyond the second day of trial for a maximum of $800 per day up to $15,000 total trial supplement maximum. 2. Personal Property Protection: This service covers counseling the Plan Member over the phone or in the office on any personal property issue such as consumer credit reports, contracts for the purchase of personal property, consumer credit agreements or installment sales agreements. Counseling on pursuing or defending small claims actions is also included. The service also includes reviewing any personal legal documents and preparing promissory notes, affidavits and demand letters. C. Personal Injury: 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. Contingency fee terms will be set based on agreement between the attorney and the member, except where such fees are controlled by Federal or State Statute in which case the terms of the statutes shall control. D. Criminal Matters: 1. Misdemeanor Defense: This service covers representation for Plan Members in defense of any criminal misdemeanor charge. Representation includes court hearings, negotiation with the prosecutor and trial.* * Trial Supplement: In addition to fees indicated for trials, we will pay one half of the attorney's hourly rate for representation in trial beyond the second day of trial for a maximum of $800 per day up to $15,000 total trial supplement maximum US109A Family Defender 5 1 0/1 1 2. Habeas Corpus: This service cover the Plan Member for all the preparation of all paperwork needed, and attendance at the hearing to pursue a habeas corpus proceeding to obtain the release of a Plan Member who is being unlawfully imprisoned. 3. 24 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. E. Defense of Civil Lawsuits: 1. Administrative Hearing Representation: This service covers the Plan Member in defense of civil proceedings before a municipal, county, or state administrative board, agency or commission. It includes the hearing before an administrative board or agency over an adverse government action. It does not apply where services are available or are being provided by virtue of a homeowner or vehicle insurance policy. It does not include family law matters, post judgment matters or litigation of a job - related incident.* 2. Civil Actions as Defendant: Representation of a 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.* * Trial Supplement: In addition to fees indicated for trials, we will pay one half of the attorney's hourly rate for representation in trial beyond the second day of trial for a maximum of $800 per day up to $15,000 total trial supplement maximum. F. Document Preparation and Review: • 1. Demand Letters: This service covers the preparation of letters that demand money, property or some other property interest of the Plan Member, except an interest that is an excluded service. It also covers mailing them to the addressee, and forwarding and explaining any responses to the Participant. 2. Document Review: This service covers the review of any personal legal document of the Plan Member, such as letters, leases or purchase agreements. 3. "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. G. Estate Planning Documents: 1. Estate Planning: Participating Attorney will provide consultation and advice concerning the planning of the covered person's estates. US109A Family Defender 6 10/11 2. Living Wills: This service covers the preparation of a living will for the Plan Member and spouse or domestic partner. 3. Powers of Attorney: This service covers the preparation of any power of attorney when the Plan Member or spouse or domestic partner is granting the power. 4. Wills and Codicils (including Simple Support Trust for Minor Children): This service covers the preparation of a simple or complex will for the Plan Member and spouse or domestic partner. The creation of any simple testamentary trust is covered. This benefit includes the preparation of codicils and will amendments. It does not include tax planning. 5. 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. 6. Estate Administration: Assistance in administering Plan Member's estate, including the applicable property transfers and court appearances. This benefit specifically excludes any legal services for which attorney fees are collectable from Plan Member's estate. H. Family Law: 1. Adoption and Legitimization: This service covers all legal services and court work in a state court for adoption for the Plan Member and spouse or domestic partner. Legitimization of a child for the Plan Member and spouse or domestic partner, including reformation of a birth certificate is also covered. 2. Family Law: Legal representation for family law matters including divorce (Contested and Uncontested), child Support and child custody matters, spousal support, equitable distribution of marital assets, modification and enforcement actions and annulments. 3. Guardianship or Conservatorship: This service covers establishing an uncontested guardianship or conservatorship over a person and his or her estate when the Plan Member or spouse or domestic partner is appointed guardian or conservator. It includes obtaining a guardianship or conservatorship, gathering any necessary medical evidence, preparing the paperwork, attending the hearing and preparing the initial accounting. This service does not include representation of the person over whom guardianship or conservatorship is sought, or any annual accountings after the initial accounting. 4. Name Change: This service covers the Plan Member for all necessary pleadings and court hearings for a legal name change. US109A Family Defender 7 10/11 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. This benefit does not cover any action against the Plan, the Sponsor, its employees, trustees or agents. J. 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. Excluded from Real Estate Transactions shall be time that may be required to examine title and the rendering of any opinion or the issuance of a title policy guaranteeing title in respect to the transfer, mortgaging, or other disposition of said real property. K. Landlord/Tenant Law: Legal Disputes as defendant with landlord involving the occupancy of your primary residence, including eviction defense. L. Traffic Violations: Representation for non - criminal moving traffic violations. M. Financial Matters: 1. Debt Collection Defense: This benefit provides Plan Members with an attorney's services for negotiation with creditors for a repayment schedule and to limit creditor harassment, and representation in defense of any action for personal debt collection, tax agency debt collection, foreclosure, repossession or garnishment, up to and including trial, if necessary. It does not include vacating a judgment; counter, cross or third party claims; bankruptcy, matters against the Plan, the Sponsor, its employees, trustees or agents, any action arising out of family law matters, including support and post decree issues; or any matter where the creditor is affiliated with the sponsor or your employer.* * Trial Supplement: In addition to fees indicated for trials, we will pay one half of the attorneys hourly rate for representation in trial beyond the second day of trial for a maximum of $800 per day up to $15,000 total trial supplement maximum. 2. Identity Theft Defense: This service provides the Plan Member with consultations with an attorney regarding potential creditor actions resulting from identity theft and attorney services as needed to contact creditors, credit bureaus and financial institutions. It also provides defense services for specific creditor actions over disputed accounts. The defense services include limiting creditor harassment and representation in defense of any action that arises out of the identity theft such as foreclosure, repossession or garnishment, up to and including trial, if necessary. The service also provides the Plan Member with online help and information about identity theft and prevention. It does not include counter, cross or third party claims; US109A Family Defender 8 1 0/1 1 bankruptcy; any action arising out of family law matters, including support and post decree matters; or any matter where the creditor is affiliated with the Sponsor or your employer.* * Trial Supplement: In addition to fees indicated for trials, we will pay one half of the attorneys hourly rate for representation in trial beyond the second day of trial for a maximum of $800 per day up to $15,000 total trial supplement maximum. 3. Identity Theft: The Fraud Resolution ProgramTM is a confidential and easily accessible service that provides an administrative structure for dealing quickly and effectively with Identity Theft concerns. Members will receive unlimited access to highly trained specialists who will conduct emergency response activities, prepare documents, make phone calls on member's behalf and assist with other related identity theft recovery needs. 4. Personal Bankruptcy: This service covers the Plan Member and spouse /domestic partner in pre- bankruptcy planning, the preparation and filing of personal bankruptcy petition, and representation at all court hearings and trials. This service is not available if creditor is affiliated with the Sponsor or your employer or spouse /domestic partner chooses to reaffirm that specific debt. K. Juvenile Matters: Juvenile Court Defense: This service covers the defense of a Plan Member and Plan Member's dependent child in any juvenile court matter, provided there is no conflict of interest between the Plan Member and child. In that event, this service provides an attorney for the Plan Member only including services for Parental Responsibility. * Trial Supplement: In addition to fees indicated for trials, we will pay one half of the attorney's hourly rate for representation in trial beyond the second day of trial for a maximum of $800 per day up to $15,000 total trial supplement maximum M. Immigration: Visa Extensions: Defined as application for extension of any existing visas where eligible for said extensions. Naturalization: Defined as advice, consultation, preparation and filing of applications for naturalization before the United States Bureau of Citizenship and Immigration Services. 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. All Immigration Matters Not Listed Above: All other Immigration matters to be provided to members at 33 1/3% off attorney's normal hourly rate. N. Business Law: Preparation of legal documents for formation of one corporation, partnership or other business entity per year. 0. *Trial Supplement In addition to fees indicated for trials, we will pay one half of the attorney's hourly rate for representation in trial beyond US109A Family Defender 9 10/11 the second day of trial for a maximum of $800 per day up to $15,000 total trial supplement maximum. P. 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 at a 25% discount from their normal hourly rates or fees. IV. Limitations and Other Conditions In addition limited benefits are provided wherein the following circumstances are present: 1. Legal matters under coverages for Family Law and Bankruptcy Chapter shall have a 120 day waiting period. 2. Legal matters under coverages for Family Law shall be limited to twelve (12) hours during a calendar year. Any legal services required beyond this limitation shall be rendered by the attorney at a 1/3 discounted rate. 3. Coverage for DUI limited to first offense only. V. 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 8. 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. US109A Family Defender 10 10/11 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 Attomeys or your Sponsor. 12. 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. 13. 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. 14. 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. 15. 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. 16. 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). VI. 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 without further notice and will continue to renew thereafter, unless: US109A Family Defender 11 10/11 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 is 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. W. Other Conditions 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. US109A Family Defender 12 10/11 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 or Network Attorney 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. 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 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 US109A Family Defender 13 10/11 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 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. Eligibility 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 If you obtain services from a Non - Network Attorney, you MUST send us a completed claim form and itemized billing within sixty (60) days of the date of service, whether the matter is concluded or on- going, or compensation for services will be denied. This means you should send interim statements no less than every 60 days. US109A Family Defender 14 10/11 4 0 U.S. Legal Services Providing legal benefit plans. EXHIBIT B PRICE The price quoted by U.S. Legal in the Schedule of Costs, which is $9.38 per pay period (based on 24 pay periods for a monthly amount of $18.75) to perform the Legal Plan hereunder shall remain fixed for the Term of the Agreement, including the option years; however, U.S. Legal may offer incentive discounts for services not provided for herein to the City of Miami Beach and participants at any time during the Term and any extension thereof.