180275-CONTRACT.PDF

SERIAL 180275-RFP
CONTRACT OUTSIDE COUNSEL SERVICES OPIOID INVESTIGATION
AND LITIGATION SERIAL 180275-RFP
This Contract is entered into this 29th day of August, 2018 by and between Maricopa County ("County"), a political
subdivision of the State of Arizona, and Keller Rohrback L.L.P., a law firm with offices in several states including
Arizona as described in Exhibit A hereto ("Contractor").
1.0 CONTRACT TERM:
1.1 The Term of this Contract is from the date of approval by the Maricopa County Board of
Supervisors until such date as all services to be provided under the Contract are deemed completed
and accepted by the County.
2.0 TERMS AND CONDITIONS:
2.1 Contractor will perform unique legal services to the County as described in its proposal dated July
17, 2018, supplemented on August 2, 2018, and generally will investigate, initiate and pursue
litigation and claims against identified manufacturers, suppliers, distributors and others of
prescription opioids when specifically approved in advance by the County.
2.2 FEES AND COSTS:
Contractor will be paid a flat rate contingency fee by County as follows:
2.2.1 Fifteen percent (15%) of total sums recovered before entry of final judgment at the trial
court level on behalf of County for its damages claims up to $500 million. If sums
recovered exceed $500 million, then a 10% fee on the additional amount recovered in
excess of $500 million.
2.2.2 Eighteen percent (18%) of total sums recovered after entry of final judgment at the trial
court level on behalf of County for its damages claims up to $500 million. If sums
recovered exceed $500 million, then a 13% fee on the additional amount recovered in
excess of $500 million.
2.2.3 The percentages in the above two sub-sections shall be applied to the net amount
collected by the County after subtraction of Contractor's costs and expenses. The parties
agree there are basically three (3) types of expenses likely to be incurred in the case:
2.2.3.1 Expenses Benefiting Maricopa County Only. These are the expenses which are
incurred only on behalf of the County and which benefit only the County.
Examples would be expenses incurred in collecting data that bears only on the
County's damages, collecting and processing County documents, expenses
attendant upon responding to discovery requests to the County, expenses of
preparation of briefs, motions, discovery, etc. that, again, bear only on the
County. In effect these are the expenses that would be incurred in an ordinary
two-party case on behalf of the County. If the case is successful, these expenses
will be reimbursed to the Contractor from any recovery the County obtains, as in
any other two-party contingent fee case.

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2.2.3.2 Expenses Relating to the pending Multiple District Litigation ("MDL")
Representation. Contractor's managing partner is a member of the MDL's
Executive Committee. Contractor will perform services that benefit the
plaintiffs in the MDL as a whole. The allocation of Contractor's expenses in
connection with this work is a matter for the Court to decide at the end of the
case. The MDL judge has a great deal of discretion to fashion an allocation of
fees and expenses. In the event there is an expense allocation issue for the MDL
representation, Contractor will use its best efforts to ensure that any allocation of
expenses which reduces the County's recovery is fair, reasonable and
transparent.
2.2.3.3 Catch-All Common Expenses. It is possible that there may be common expenses
that are not shared throughout the MDL cases. For example, if the Arizona cases
were all transferred back to Arizona for trial, it is possible that there might be
Arizona-specific expenses that benefit various of Contractor's Arizona clients.
Were that to happen, at the conclusion of the case Contractor will use its best
efforts to allocate those expenses fairly, reasonably and transparently among the
benefitted municipalities.
2.2.4 If Contractor is retained by another person or entity in Arizona, and that other client
enters into terms that are more favorable to the client than the terms between Contractor
and the County, Contractor will revise its fee agreement with the County to provide the
County with the more favorable terms.
3.0 CONFLICTS:
3.1 During the Term of this Contract, Contractor may not pursue any claims or engage in litigation
against, or provide legal services adverse to, the County or other Maricopa County Special Taxing
Districts including but not limited to: Flood Control District of Maricopa County, Maricopa
County Stadium District, Maricopa County Housing Authority, and Maricopa County Library
District. Contractor shall adhere in all respects to the Arizona Supreme Court's Rules of
Professional Conduct.
4.0 INDEMNIFICATION:
4.1 To the fullest extent permitted by law, and to the extent that claims, damages, losses or expenses are
not covered and paid by insurance purchased by the Contractor, the Contractor shall defend,
indemnify and hold harmless the County its agents, representatives, agents, officers, directors,
officials, and employees from and against all claims, damages, losses, and expenses (including, but
not limited to attorneys' fees, court costs, expert witness fees, and the costs and attorneys' fees for
appellate proceedings) arising out of, or alleged to have resulted from the negligent acts, errors,
omissions, or mistakes relating to the performance of this Contract.
4.2 The scope of this indemnification does not extend to the sole negligence of County.
5.0 INSURANCE:
5.1 Contractor, at Contractor's own expense, shall purchase and maintain the herein minimum
professional liability insurance coverage from a company or companies duly licensed by the State
of Arizona and possessing a current A.M. Best, Inc. rating of B++. In lieu of State of Arizona
licensing, the stipulated insurance may be purchased from a company or companies, which are
authorized to do business in the State of Arizona, provided that said insurance companies meet the
approval of County. The form of any insurance policies and forms must be acceptable to County.
5.2 Minimum Professional Liability Insurance Coverage:
5.2.1 Contractor's Professional Liability insurance (and, if necessary, Commercial Umbrella
insurance) which will insure and provide coverage for errors or omissions or professional
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liability of the Contractor, will have combined limits of no less than twenty million
dollars ($20,000,000.00).
5.2.2 Certificates of Insurance:
5.2.2.1 Contractor shall furnish the County with copies of their certificates of insurance,
or formal endorsements, as evidence that policies providing the required
coverage, conditions and limits required by this Contract are in full force and
effect. Such certificates shall identify this contract number and title.
5.2.2.2 In the event any insurance policy required by this Contract is written on a claims
made basis, coverage shall extend for two years past completion and acceptance
of Contractor's work or services and as evidenced by annual Certificates of
Insurance.
5.2.2.3 If a policy does expire during the life of the Contract, a renewal certificate must
be sent to County fifteen (15) calendar days prior to the expiration date.
6.0 TERMINATION FOR CONVENIENCE:
6.1 Maricopa County may terminate the Contract for convenience by providing sixty (60) calendar
days advance notice to the Contractor.
7.0 STATUTORY RIGHT OF CANCELLATION FOR CONFLICT OF INTEREST:
7.1 Pursuant to A.R.S. § 38-511 the County may cancel any Contract without penalty or further
obligation within three years after execution of the Contract, if any person significantly involved
in initiating, negotiating, securing, drafting or creating the Contract on behalf of the County is at
any time while the Contract or any extension of the Contract is in effect, an employee or agent of
any other party to the Contract in any capacity or consultant to any other party of the Contract with
respect to the subject matter of the Contract. Additionally, pursuant to A.R.S § 38-511, the
County may recoup any fee or commission paid or due to any person significantly involved in
initiating, negotiating, securing, drafting or creating the Contract on behalf of the County from any
other party to the Contract arising as the result of the Contract.
8.0 CONTRACTOR KEY EMPLOYEE/STAFFING MANAGEMENT:
8.1 Contractor shall maintain the key personnel identified in its proposal throughout the Term of this
Contract. In the event that Contractor personnel's employment status changes, Contractor shall
provide County with a list of proposed candidates with equivalent experience. Contractor shall
not reassign any key personnel without the prior express consent of the County.
9.0 AMENDMENTS:
9.1 Any amendments to this Contract shall be in writing and approved/signed by both parties.
Maricopa County Office of Procurement Services shall be responsible for approving all
amendments for Maricopa County.
10.0 VALIDITY:
10.1 The invalidity, in whole or in part, of any provision of this Contract shall not void or affect the
validity of any other provision of the Contract.
11.0 SEVERABILITY:
The removal, in whole or in part, of any provision of this Contract shall not void or affect the
validity of any other provision of this Contract.
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12.0 RIGHTS IN DATA:
12.1 The County shall have the use of documents, data and databases/compilations, reports, pleadings,
disclosures, discovery, filings, correspondence and any and all information resulting from the
Contract without additional cost or other restriction except as may be established by law or
applicable regulation. Each Party shall supply to the other Party, upon request, any available
information that is relevant to the Contract and to the performance thereunder.
13.0 NON-DISCRIMINATION:
13.1 Contractor agrees to comply with all provisions and requirements of Arizona Executive Order
2009-09 including flow down of all provisions and requirements to any subcontractors. Executive
Order 2009-09 supersedes Executive order 99-4 and amends Executive order 75-5 and may be
viewed and downloaded at the State of Arizona Research Library website
(http://azmemory.azlibrary.gov/cdm/singleitem/collection/execorders/id/680/rec/1) which is
hereby incorporated into this contract as if set forth in full herein. During the performance of this
Contract, Contractor shall not discriminate against any employee, client or any other individual in
any way because of that person's age, race, creed, color, religion, sex, disability or national origin.
14.0 ANTI-ISRAEL BOYCOTT:
14.1 Contractor certifies that it is in compliance with Article 9, A.R.S. § 35-393 et seq.
15.0 VERIFICATION REGARDING COMPLIANCE WITH A.R.S. §41-4401 AND FEDERAL
IMMIGRATION LAWS AND REGULATIONS:
15.1 By entering into the Contract, the Contractor warrants compliance with the Immigration and
Nationality Act (INA using e-verify) and all other Federal immigration laws and regulations related
to the immigration status of its employees and A.R.S. §23-214(A). The Contractor and its
subcontractors shall also maintain Employment Eligibility Verification forms (1-9) as required by the
Immigration Reform and Control Act of 1986, as amended from time to time, for all employees
performing work under the Contract and verify employee compliance using the E-verify system and
shall keep a record of the verification for the duration of the employee's employment or at least three
(3) years, whichever is longer. 1-9 forms are available for download at USCIS.GOV .
15.2 The County retains the legal right to inspect Contractor and subcontractor employee documents
performing work under this Contract to verify compliance with this Section. Contractor shall be
given reasonable notice of the County's intent to inspect and shall make the documents available at
the time and date specified. Should the County suspect or find that the Contractor is not in
compliance, the County will consider this a material breach of the Contract and may pursue any and
all remedies allowed by law, including, but not limited to; suspension of work, termination of the
Contract for default, and suspension and/or debarment of the Contractor. All costs necessary to
verify compliance are the responsibility of the Contractor.
16.0 INFLUENCE:
16.1 As prescribed in MCI-1203 of the Maricopa County Procurement Code, any effort to influence an
employee or agent to breach the Maricopa County Ethical Code of Conduct or any ethical conduct
may be grounds for Disbarment or Suspension under MCI -902.
An attempt to influence includes, but is not limited to:
16.1.1 A Person offering or providing a gratuity, gift, tip, present, donation, money,
entertainment or educational passes or tickets, or any type of valuable contribution or
subsidy,
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16.1.2 That is offered or given with the intent to influence a decision, obtain a contract, garner
favorable treatment, or gain favorable consideration of any kind.
16.2 If a Person attempted to influence any employee or agent of Maricopa County, the Chief
Procurement Officer, or his designee, reserves the right to seek any remedy provided by the
Maricopa County Procurement Code, any remedy in equity or in the law, or any remedy provided
by this contract.
17.0 ACCESS TO AND RETENTION OF RECORDS FOR THE PURPOSE OF AUDIT AND/OR
OTHER REVIEW:
17.1 In accordance with section MCI 371 of the Maricopa County Procurement Code the Contractor
agrees to retain (physical or digital copies of) all books, records, accounts, statements, reports,
files, and other records and back-up documentation relevant to this Contract for six (6) years after
final payment or until after the resolution of any audit questions which could be more than six (6)
years, whichever is latest. The County, Federal or State auditors and any other persons duly
authorized by the Department shall have full access to, and the right to examine, copy and make
use of, any and all said materials.
17.2 If the Contractor's books, records, accounts, statements, reports, files, and other records and back-
up documentation relevant to this Contract are not sufficient to support and document that
requested services were provided, the Contractor shall reimburse Maricopa County for the services
not so adequately supported and documented.
18.0 PUBLIC RECORDS:
18.1 Under Arizona law, all Contracts are public records and must be retained by the Records Manager
at the Office of Procurement Services. Contracts are open to public inspection and copying after
Contract award and execution, except for such Contracts or sections thereof determined to contain
proprietary or confidential information by the Office of Procurement Services.
19.0 GOVERNING LAW:
19.1 This Contract shall be governed by the laws of the State of Arizona. Venue for any dispute
resolution will be conducted in Maricopa County and any lawsuits involving this Contract will be
in Maricopa County Superior Court, Phoenix, Arizona.
20.0 NOTICES:
20.1 All notices given pursuant to the terms of this Contract shall be addressed to:
For County:
Maricopa County
Office of Procurement Services
ATTN: Contract Administration
320 West Lincoln Street
Phoenix, Arizona 85003-2494
And
Thomas P. Liddy,
Assistant Chief, Civil Services Division
Maricopa County Attorney's Office
222 North Central Ave., 1 Ph Floor
Phoenix, Arizona, 85004
602-506-1738; liddyt@mcao.maricona.gov
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For Contractor:
Keller Rohrback
Attn: Lynn Lincoln Sarko
3101 North Central Avenue, Suite 1400
Phoenix, AZ 85012
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This Contract is executed and effective on the date set forth above.
CONTRACTOR
Are
AUTHORIZED SIGNATURE
Lynn L. Sarko
PRINTED NAME AND TITLE
3101 N Central Ave, Suite 1400
Phoenix AZ 85012
ADDRESS
60 1 3/K
DATE
MARICOPA COUNTY
CHAIRMAN, BOARD OF SUPERVISORS DATE
ATTESTED:
CLERK OF THE BOARD DATE
APPROVED AS TO FORM AND CONTENT:
DEPUTY COUNTY ATTORNEY DATE
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EXHIBIT A
VENDOR INFORMATION
SERIAL 180275
NIGP CODE: 96149
RESPONDENT'S
NAME: Keller Rohrback L.L.P.
COUNTY VENDOR
NUMBER:
ADDRESS: 3101 North Central Avenue, Suite 1400
Phoenix, AZ 85012
P.O. ADDRESS: N/A
TELEPHONE
NUMBER: (602) 248-0088
FACSIMILE
NUMBER: (602) 248-2822
WEB SITE: www.lcrcomplexlit.com
CONTACT
(REPRESENTATIVE): Lynn Lincoln Sarko
REPRESENTATIVE'S E-MAIL
ADDRESS: Isarko@kellerrohrback.com
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