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PROFESSIONAL SERVICES AND RETAINER AGREEMENT



The Virgin Islands Department of Justice ("DOJ") by and through its Department of

Property and Procurement, ("Government"), hereby retains counsel, Linda Singer and her

firm, Motley Rice LLC, (the "Firm" or "Contractor") to represent the Government in



affirmative litigation on an as-needed basis as follows:



WITNESSETH:



WHEREAS, the Government is in need of the services of a Firm to assist the Department

of Justice by providing expert and specialized legal representation in connection with the

representation of the DOJ in certain legal matters.; and



WHEREAS, pursuant to Title 3 V.ILC. § 114(6), the Attorney General of the Virgin

Islands shall appear for and represent the Executive Branch of the Virgin Islands Government

in all legal proceedings; and



WHEREAS, in accordance with subsection (5) of Title 3 V.ILLC. § 114, the Attorney

General may "employ such skilled experts . . . or specially qualified persons as he deems necessary

to aid in the preparation or trial of actions or proceedings"; and



WHEREAS, the Firm represents that it is specially qualified and is willing and capable

of providing such services, and accepts the Government's appointment as Special Assistant

Attorney General pursuant to 3 V.I.C. § 114(5) and the terms of this Contract.



NOW, THEREFORE, in consideration of the mutual covenants herein contained, and

intending to be legally bound by this written instrument, the parties hereto do covenant and agree



as follows:

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1. SERVICES



A. Scope of Representation:



The Government engages the Firm to represent it in complex enforcement investigations

and litigation ("Matter or Matters") that: (1) require additional resources and expenses, beyond

those available to the Office of the Attorney General ("OAG"), to pursue; (2) are identified or

selected by the Government and for which it requests the Firm's assistance. The Firm shall have

no obligation to accept these representations, but shall decide promptly on a case-by-case basis

whether to accept each Matter. Nothing in this Agreement binds the Government to use the Firm

exclusively in such Matters or to request the Firm's assistance in any particular Matter.



All work performed in the Matter will be under the supervision of the OAG and in a manner

satisfactory to OAG. If the Attorney General designates a matter to pursue and the Firm accepts,

the parties will enter into an engagement letter memorializing the representation and

incorporating the terms and conditions of the Professional Services Agreement and Retainer

Agreement. The Attorney General and the Firm will discuss, prior to entering into any

engagement letter, whether to pay the Firm on a contingent fee or hourly basis.



B. Fee and Expenses for Contingency Matter:

1. The Firm shall perform all work and services on a contingent fee basis. The



parties understand and agree that if there is no recovery pursuant to a judgment or



settlement in connection with a Matter, no fee shall be due to the Firm.



2. Upon final judgment or settlement (including partial settlements), which shall

include any post judgment proceedings and/or appeals, the Firm will be paid on a contingent



fee basis equal to:



e twenty-seven (27) percent of a recovery up to $100 million; then

e twenty-two (22) percent of funds recovered between $100 million and

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$250 million; and then

° eighteen (18) percent of funds recovered in excess of $250 million.

3. The Government and Firm may agree in writing to revise this fee



structure based on the circumstances of any particular Matter.



4. The contingent fee shall be calculated against the net recovery, which is any

settlement or judgment amount, not including any award of attorneys’ fees and expenses,

minus any expenses reimbursed to the Firm.



In the event that the contingent fee does not cover the Firm's actual attorney fees

and expenses, it shall be entitled to its fees and expenses that are awarded by any court or

paid by defendants in a Matter. Otherwise, any award or payment of fees will be included

as part of the overall recovery, but not separately paid to the Firm.



5. If OAG settles the Matter for an amount that would yield a contingent fee that

is less than the Firm's fees and expenses, it may arrange for the Firm to be paid its fees and

expenses by the defendant(s), even if this payment would exceed the contingent fee to

which it is entitled under paragraph 2.



6. The Firm will advance all reasonable costs and expenses for litigating the



Matter. OAG agrees that the Finn will be reimbursed for such expenses out of any recovery

before the contingent fee is applied. Reimbursement of expenses is not considered part of



the Firm's contingent fee.



7. OAG must approve any expense of $25, 000 or more in advance.



8. The Firm will have no claim against OAG for its fees or expenses except as

otherwise laid out in this Contract, even if there is no recovery or the recovery is not



sufficient to cover their fees or expenses.



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9. If the parties agree to proceed on an hourly basis, the Firm shall be paid at

the hourly rate of $300.00 per hour, after the work has been assigned by the OAG and

OAG has identified a funding source in accordance with the Virgin Islands Procurement

process.



10. Fees Relating to Transfer of Open Matters: The Government terminated its

relationship with Cohen Millstein Sellers & Toll, PLLC. when Attorney Linda Singer

joined Motley Rice, LLC. Under this new engagement under this Contract, the

Government will transfer two open matters (Terminix and Takata) from Cohen Milstein

Sellers & Toll, PLLC to Motley Rice, LLC as Linda Singer, the responsible partner,

joined Motley Rice, LLC. Any fees and expenses recovered in those matters shall be

paid, pursuant to this Retainer Agreement, to Motley Rice. Motley Rice is solely

responsible for any disputes between the firms for the allocations of fees and/or expenses

in those matters, and shal] have no claim against the Government related to the allocation

of those payments, and will hold harmless and indemnify the Government pursuant to



paragraph 12 of this Professional Services Agreement.



2. TERM

Upon the Effective Date of this Contract, as defined in Section 21 herein, this Contract Xe



will be legally binding and in effect for a term commencing on February 6, 2017 (the

"Commencement Date") and ending January 31, 2018 or until the designated litigation

is settled, completed or terminated. The Contract may be extended by the Government



for successive one (1) year terms.



3. SETTLEMENT OR JUDICIAL RESOLUTION



Unless determined by Court Order, a full or partial resolution of the Matter that



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result[s] in the payment of a money judgment to the Government, either by court

resolution (including resolution of any and all appeals which may be pursued) or by

settlement agreed to by the parties, or any other method that settles the issues raised by

the legal claims made by the Government, shall result in a disbursement in accordance



with the agreement of the Parties herein.



4. AUTHORITY AND RESPONSIBILITIES



a. The Firm is responsible for providing all legal services, including all associated

support services, required in litigating a Matter to a final judgment, including post

judgment proceedings and/or appeals.



b. The Firm is authorized to retain or associate experts, investigators, and technical and

legal assistants, and such additional! counsel (subject to giving prior notice to OAG)

as may be needed to litigate the Matter. The expense related to the employment and

utilization of such third parties will be paid by the Firm and not the Government and

in the manner set forth above and subject to approval by the OAG per paragraph 8

above.



c. OAG is responsible for providing access to the personnel, information, and documents

required to pursue the Government's claims (including any personnel, information, and

documents required by court order or in discovery).



d. OAG will maintain control of the Matter and will make all key decisions, including

which claims to advance and what relief to seek and whether and on what terms to

settle. The Firm will provide regular reports to OAG on the first day of each month (or

the Monday following any such date) on the Matter and more often if appropriate. The

Firm will notify OAG of any or all settlement offers.



e. OAG will review and approve filings and other key documents. The Firm is

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responsible for providing these documents with sufficient advance time to allow for

OAG's review and approval, and OAG will make timely decisions, as needed in the

Matter. For non-critical matters, the Firm shall be able to file pleadings in the name of

the Attorney General without obtaining authorization for each such filing, which

authority can be withdrawn at any time for any reason by OAG.



f. OAG will designate a point of contact who will supervise the Matter and who will be

available directly to other parties in the Matter as needed.



g.  OAG will appear as lead counsel in all pleadings and shall retain control over any

litigation decisions and settlement of the Territory's claims. The Firm shall have day-

to-day responsibility for the prosecution and conduct of the litigation under the



direction of the Attorney General.



5. BILLING/PAYMENTS



For the general services billed at an hourly rate, the Firm shall submit bills of the

partners, associates, and paralegals on a monthly basis to the Attorney General for review and

approval. These bills shall specify the type of service rendered and the time expended. All

expenses claimed shall be fully documented with supporting documents or receipts. Both

parties agree that billings shall be submitted within fifteen (15) days after the billing period



and shall be paid within a reasonable period after receipt by the Government.



6. RECORDS



The Firm, including its employees and subcontractors, shall maintain all books,

documents, papers, accounting records and other evidence pertaining to time and/or money

incurred under this Contract and shall make such materials available to the Government upon



request. The materials described in this Section shall be retained and preserved for a period



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of TEN (10) years from the date of expiration or termination of this Contract.



7. PROFESSIONAL STANDARDS



In performing under this Contract, the Firm shall comply with the American Bar

Association's Model Rules of Professional Conduct and to the professional standards

applicable to its profession, and to attorneys and the practice of law in the United States Virgin



Islands.



8. TERMINATION

If OAG is not satisfied with how the Matter is being handled by the Firm, the



Government has the right to withdraw by written notice, without specific explanation, from

this attorney-client relationship at any time and for any reason. If a settlement is reached after

Termination, the Firm's work shall be deemed to have been a full or partial cause of that

settlement so that the contingency fee set forth above shall be deemed to have been earned

and required to be paid once the settlement is finalized as follows: (1) If within 6 months of

Termination, 100% of the contingent amount; (2) if after that date, a reasonable percentage

determined by the parties based upon the Firm's contribution to the case or outcome, which

is subject to the dispute resolution clause set forth in paragraph 22 below.



The Firm has the right to withdraw by written notice, without specific explanation,

from this attorney-client relationship at any time and for any reason, subject to its obligation

under the Rules of Professional Conduct though no contingency fee will be due if the Firm



withdraws as counsel.



9. DOCUMENTS, PRINTOUTS, ETC.



All documents, books, records, case notes, court filings, memoranda, materials constituting



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"Attorney Work Product," whether in written form or stored in another format, relating

and pertaining to this Contract shall become the property of the Government and shall be turned

over to it at the termination of this Contract. The above described materials shall not be used by

Contractor, or any other person or entity for any purpose other than its representation of the

Government except upon the written permission of the Government. Nothing in this paragraph

shall affect Contractor's ability to retain copies of its own work product or documents that have



been filed publicly.



10. LIABILITY OF OTHERS



Nothing in this Contract shall be construed to impose any liability upon Government

persons, firms, associations, or corporations engaged by Contractor as servants, agents,

independent contractors, or in any other capacity whatsoever, or make the Government liable to

any such persons, firms, associations or corporations for the acts, omissions, responsibilities,

obligations and taxes of Contractor of whatsoever nature, including but not limited to

unemployment insurance and social security taxes for Contractor, its servants, agents or



independent contractors.



11. ASSIGNMENT

The Contractor shall not subcontract or assign any part of the services under this contract



without the prior written approval of the Government.



12, INDEMNIFICATION



(a) Contractor agrees to indemnify, defend and hold harmless the Government, its

officers, agents, representatives, successors, assigns and other governmental agencies from and

against any and all suits, loss, damage, liability, claims, demands, detriments, cost, charges and



expenses (including attorney's fees) and causes of action of whatsoever character which the

ATTORNEY CLIENT PRIVILED



Government may incur, sustain or be subjected to, arising out of or connected to the services

to be performed by Contractor its officers, agents, subcontractors, servants, employees, or

assigns under this Contract and arising from any cause, to the extent cause by Contractor's

negligence.



(b) Contractor agrees to maintain its existing insurance policy at all times that it

performs services for the Government and to save and hold harmless Government, its officers,

agents, representatives, successors and assigns and other governmental agencies from any and

all suits or actions of every nature and kind, which may be brought for or on account of any

injury, death, or property damage arising or growing out of the acts or omissions of



Contractor, its officers, agents, servants, or employees under this Contract.



13. INDEPENDENT CONTRACTOR



The Firm shall perform this Contract as an independent contractor and nothing herein

contained shall be construed to be inconsistent with this relationship or status. Consistent with

said relationship, the Attorney General shall supervise the Firm's work in the performance of

the services under the Contract and shall review and approve all work product prepared by



the Firm in the course of said performance.



14. WAIVERS AND AMENDMENTS



No waiver, modification or amendment of any term, condition or provision of this

Contract shall be valid or of any force or effect unless made in writing, signed by the parties

hereto or their duly authorized representative, and specifying with particularity the nature and

extent of such waiver, modification or amendment. Any such waiver, modification or

amendment in any instance or instances shall in no event be construed to be a general waiver,



modification or amendment of any of the terms, conditions or provisions of this Contract, but the



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same shall be strictly limited and restricted to the extent and occasion specified in such signed



writing or writing.



15. ENTIRE AGREEMENT



This Contract constitutes the entire agreement between the parties hereto, and all prior

understandings or communications, written or oral, with respect to the subject matter of this



Contract, are merged herein.



16. RIGHT TO WITHHOLD



(a) If work under this Contract is not performed in accordance with the terms

hereof, Government will have the right to withhold out of any payment due to Contractor,

such sums as the Government may deem ample to protect it against loss or to assure payment

of claims arising therefrom, and, at its option, the Government may apply such sums in such

manner as the Government may deem proper to secure itself or to satisfy such claims. The

Government will immediately notify the Contractor in writing in the event that it elects to

exercise its right to withhold.



(b) No such withholding or application shall be made by the Government if and

while Contractor gives satisfactory assurance to the Government that such claims will be paid

by the Contractor or its insurance carrier, if applicable, in the event that such contest is not



successful.



17. INSURANCE



During the term of this Contract, Contractor shall procure and maintain professional

liability insurance on a per claim basis in an amount not less than FIVE HUNDRED

THOUSAND DOLLARS ($500,000) per occurrence. The Contractor will provide the



Government with a copy of the certificate of insurance evidencing compliance with this



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provision. If requested by the Government, the Contractor will increase its professional

liability insurance to such amounts as the Government reasonably deems appropriate to

secure its interests under this Contract. Notwithstanding the relationship between the

Government and Contractor under this Contract, Contractor shall be fully liable to the



Government for malpractice relating to the services to be performed under this Contract.



18. CONDITION PRECEDENT



To the extent that there is a requirement for admission to practice, whether by license

or pro hac vice, Contractor shall comply with such legal requirements. This Contract shall be



subject to the availability and appropriation of funds and to the approval of the Governor.



19. NON-DISCRIMINATION



No person shall be excluded from participating in, be denied the proceeds of, or be

subject to discrimination in the performance of this Contract on account of race, creed, color,



sex, religion, national origin or handicap.



20. CONFLICT OF INTEREST



(a) Contractor covenants that it has no interest and will not acquire any interest,

direct or indirect, which would conflict in any manner or degree with the performance of

services required to be performed under this Contract.



(b) Contractor further covenants that it is:



(1) ~=—Not a territorial officer or employee (i.e., the Governor, Lieutenant

Governor, member of the Legislature or any other elected territorial

official; or an officer or employee of the legislative, executive or

judicial branch of the Government or any agency, board, commission



or independent instrumentality of the Government, whether



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compensation on a salary, fee or contractual basis); or



(2) a territorial officer or employee only to the extent that Contractor has:



(i) familiarized itself with the provisions of Title 3, Chapter

37, Virgin Islands Code, pertaining to conflicts of interest,

including the penalties provision set forth in section | 108 thereof;

(ii) not made, negotiated or influenced this contract, in its

official capacity;



(iii) no financial interest in the contract as that term is



defined in section 1101, (1) of said Code chapter.



21. EFFECTIVE DATE



The effective date of this Contract is upon the signature of the Governor.



22. DISPUTES

All disputes or matters hereunder will be resolved by a certified mediator acceptable to



both parties. The parties shall each bear one-half of the fees.



23. NOTICE



Any notice required to be given by the terms of this Contract shall be deemed to have

been given when the same is sent by certified mail, postage prepaid or personally delivered,



addressed to the parties as follows:



Government Commissioner

Department of Property and Procurement

Sub Base, Building No. 1

St. Thomas, Virgin Islands 00802



Attomey General

Virgin Islands Department of Justice

48B-S50C Kronprindsens Gade



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GERS Building, 2™ Floor

St. Thomas, Virgin Islands 00802



Contractor Motley Rice LLC

c/o Linda Singer

401 9" Street., NW

Suite 1001

Washington, DC 20004



24, LICENSURE

The Contractor covenants that it has:

a. obtained all of the applicable licenses or permits, temporary or otherwise, as

required by Title 27 of the Virgin Islands Code, if applicable, and

b. familiarized itself with the applicable provisions of Title 27 of the Virgin Islands



Code pertaining to professions and occupations.



25. APPLICABLE LAW



This Agreement shall be construed and governed by the laws of the U.S. Virgin



Islands, including any disputes hereunder, with exclusive venue in the Virgin Islands.

26. GENERAL PROVISIONS



This Agreement sets forth the entire agreed upon terms between the parties. It can only



be amended by written agreements hereto, signed by all parties.



27. OTHER PROVISIONS



Addendum I (Scope of Services) and Addendum II (Compensation) attached to this



Contract are incorporated into and made a part of this Contract as well as Exhibits A-B.



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BY: GOVERNMENT OF TRAY VIRGIN ISLANDS



witness: INS 6. Verde ar, Desc. 09frs/ 17



CLAUDE E. WALKER, Esq. Dated

Attorney General



WITNESS; 2 JEtb— Wa Zz

Sf) ola - Hil LOYDT.BOUGH,JR. © | Vie



Commissioner

Department of Property Procurement



BY: CONTRACTOR



WITNESS: b | ra \7

LINDA SINGER, Esq-7 Dated

./ Member

C4, ; Motley Rice, LLC

APPROVED:



vs {2-B-/?

Honorablé Kenheth E. Mapp Dated

Governor of the U.S. Virgin Islands



APPROVED TO LEGAL SUFFICIENCY



DEPARTMENT OF JUSTICE

By: acl EY OU rat a



Date: //// 4 L) 7°.



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