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Preferred Legal Plan 7(a 32 AGREEMENT - This Agreement (the "Agreement ") is made and entered into, and effective as of the 1st day of January, 2012, by and between THE LEGAL PLAN, INC., d /b /a PREFERRED LEGAL PLAN ( "PLP "), a Florida corporation, Bayshore Executive Plaza, Suite 800, 10800 Biscayne Boulevard,'Miami Florida 33161, and CITY OF MIAMI BEACH ( "City of Miami Beach "), a Florida municipal corporation, 1700 Convention Center Drive, City Hall, Miami Beach, Florida 33139.`. RECITALS: WHEREAS, PLP is in the business of operating a legal expense insurance corporation in and about the state of Florida and primarily in Miami -Dade, Broward, Palm jBeach and surrounding counties; and WHEREAS, the City of Miami Beach is desirous of providing its employees with the opportunity to participate in a voluntary legal services plan; and WHEREAS, PLP has contracted with qualified, Florida Bar admitted Panel Attorneys who have acquired expertise in representation of the public in general legal matters and in the matters for which they are referred by PLP, in and about the state of Florida and primarily in Miami -Dade, Broward, Palm Beach and surrounding counties. NOW THEREFORE, in consideration of the mutual promises covenants contained herein and of other good and valuable consideration, given from each to the other, the receipt and adequacy of which is hereby acknowledged, the parties agree as follows: 1, PLP shall provide legal services plan services to employees of the City of Miami Beach who join PLP and other Covered Persons, as defined in PLP Member Policy. 2. - PLP agrees that the monthly premium paid by City of Miami Beach employees shall be $9.95 for the duration of the term of this Agreement, including renewal periods. PLP agrees that during the term of this Agreement, including renewal periods, it will not change the monthly membership fee charged to any employee of the City of Miami Beach who joins PLP. 3. The City of Miami Beach shall transmit ,payment to PLP of the monthly membership. fee of $9.95 for all employees who join PLP through a payroll deduction type system and who did not thereafter cancel the Policy. Payment is due within 30 days following the month to which any payroll deduction of the membership fee relates. 4. PLP shall commence work under this Agreement on January 1, 2012. Subject to the termination rights of the City of Miami Beach, the Agreement shall have an initial term of twenty -four (24) months. The City of Miami Beach shall have the exclusive right to renew this Agreement, at its sole discretion for two (2) additional.one (1) year terms (renewal periods). The City of Miami Beach shall provide written notice of its intent to renew to PLP prior 'to the expiration of the then - current term. The option to renew shall be exercised only upon a written agreement executed by both parties. 5. The City of Miami Beach through its City Manager; shall have the right to terminate this Agreement, in whole or in part, with or without cause, and for its convenience, upon sixty 1 (60) days written notice to PLP. In the event of termination, the City of Miami Beach shall pay the premium due for enrolled persons through the termination date under the payment terms set forth herein. In the event of termination of this Agreement by the City of Miami Beach, the employee or other covered person shall, at their. discretion, have the opportunity to continue representation with PLP's panel attorney by entering into an 'agreement with PLP to directly.pay the monthly membership fee referenced above. 7. The City of Miami Beach does not guarantee nor is it responsible for the quality of PLP's and the Panel Attorneys' services. 8. PLP hereby represents and warrants to the City of Miami Beach that it has full power and authority to enter into this Agreement and fully perform its obligations hereunder without the need for any further corporate or governmental consents or approvals, and that the persons executing this Agreement are authorized to execute and deliver it. Assuming the due authorization, execution, delivery, legality and enforceability hereof by or against the City of Miami Beach when executed and delivered by the parties, this Agreement will constitute a valid and binding agreement of PLP, enforceable against it in accordance with its terms, subject only to the application of general principles of equity and - limitations arising from bankruptcy, insolvency, moratorium and other similar laws affecting the rights of creditors generally. PLP represents that it is duly licensed to perform the work under this Agreement. 9. In the conduct of the Services under this Agreement, PLP shall comply in all materials respects with all applicable federal and state laws and regulations and all applicable county and city ordinances and regulations. 10. In the event that any sentence, section, paragraph or portion of this Agreement shall be held by a court to be invalid for any reason, such invalidity shall not affect the remaining portions of this Agreement and the same shall remain in full force and effect. 11. Both PLP and the City of Miami Beach shall use commercially responsible efforts to maintain the confidentiality of the services that PLP performs. PLP shall observe such standards of professionalism and ethics as required in the field of law. 12. Any waiver by either party hereto of any one or more of the covenants, conditions, or provisions of this Agreement, shall not be construed to be a waiver of any subsequent or other breach of the same or any covenant, condition or provision of this Agreement. 13. Any and all notices to be given to PLP under this Agreement or required by law to be served upon PLP may be given or served by certified or registered mail addressed to, Brian J. Samuels, Vice President, at the address set forth above for PLP. Any and all notices to be given to the City of Miami Beach under this Agreement or required by law to be served upon City of Miami Beach may be given or served by certified or registered mail addressed to City of Miami Beach Benefits Manager, at the address set forth above for City of Miami Beach. 14. This Agreement shall be governed by the laws of the State of Florida and venue shall lie in Miami -Dade County, Florida. 15. PLP shall at all times be deemed to be an independent contractor and nothing in this Agreement shall be construed to create the relationship of employer and employee, principal . 2 r 1 and agent, partnership or joint venture as between the City of Miami Beach and PLP. PLP acknowledges that it shall have no authority to bind the City of Miami Beach to any contractual or other obligation whatsoever. 16. This Agreement and exhibits hereto embody the entire . agreement and understanding of the parties hereto with respect to the subject matter hereof and supersede all prior and contemporaneous agreements and understandings, oral or written, relating- to said subject matter. 17. PLP shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, national origin or handicap. 18.' This Agreement may not be assigned, in whole or in part, without the prior written consent of City of Miami Beach. IN WITNESS WHEREOF, PLP and CITY OF MIAMI BEACH have executed- and delivered this Agreement as of the day and year first above written. PLP: THE LEGAL PLAN, INC. d /b /a PREFERRED LEGAL PLAN, a Floridacorpor ti By:. Jason S. dolph, President CITY OF MIAMI BEACH: CITY OF MIAMI BEACH, a Florida municipal corporation , / Matti Herrera Bower j Title: Mayor l ATTEST � APPROVED AS TO FORM & LANGUAGE B FOR EXECUTION ity Attomms Date 3