Board ofCommissioners Agenda Item Transmittal Form Procurement/Contract Transmittal Form  Type of contract: 1yearD Multi-yearD Single Event X CC Use Only  Contract#:  D Submission Information Contact Name: Commissioner Sherri Washington Department: Board ofCommissioners ProjectTitle: Legal Services Contract Funding Account Number: Contract amount:  Vendor Information  Vendor Name: Napoli Shkolnik Law Firm and Simpson  Law Firm, LLC  Address: 3601 Lexington Avenue, 11th Floor Address: New York, NY 10017 Email: aciseNapollaw.com Contact: Shayna E.Sacks  Phone #:  ContractType: Goods0) Services (X) Labor 0  Contract. Action: New0 Renewal0) Change Order0) Term of contract:  Original Contract Number: approved for processing. Signature:  Chief Financial Officer Signature Ihave reviewed the attached contract, and the amounti is  Procurement Officer Signature Ihave reviewed the attached contract, andi iti isi in compliance with Purchasing Policies of Rockdale County.  Date:  Signature:  Date:  To retain law offices in the prosecution of any legal claim against potential Defendants regarding the chemical plant fire  at BioLab that occurred September 29, 2024.  Department Head/Elected Official Signature:  Date:  2624-544    LEGAL; SERVICES CONTRACT  THISCONTRACTISSURJECT TOARRITRATION: UNDERI THE FEDERAL ARBITRATION: ACT  E-Mail or Fax to:  Napoli Shkolnik Shayna E. Sacks Sack@NapolLaw.com Simpson Law Firm LLC John D. Simpson, Esq. 615 Griswold, Suite 1325 Detroit, Michigan 48226  WHEREAS, the undersigned, Rockdale County Board of Commissioners ("Client") agrees to retain the law offices of Napoli Shkolnik and Simpson Law Firm LLC ("Law Firm") (collectively, "Parties") as Client's attorneys int the prosecution ofany legal claim against potential Defendants regarding the chemical plant fire at BioLab which occurred on or about September 29,  2024. The Parties specifically agree as follows:  1.  FEE PERCENTAGE: As consideration for legal services rendered and to be  rendered by the Attorneys in carrying out the purpose hereof, Client agrees to pay Law Firm 25.00% (twenty-five percent) of all gross amounts recovered, including the value of any non- monetary relief. If the non-monetary relief has a concrete value, the contingency fee of25.00% will be based on that amount. Further, ifthe action is certified as a class action, the law firm shall request an award of common benefit fees and compensation to be awarded within the discretion oft the court irrespective of the stated retainer amount. Client assigns, and the Law Firm accepts and acquires as its fee, a proportionate interest in the subject matter of any claim, action, or suit instituted or asserted under the provisions of this agreement. All expenses and costs will be deducted after the contingent fee calculation. Any liens and subrogation are to be deducted after  the contingent fee is calculated.  2.  DISBURSEMENTS: The Law Firm shall be reimbursed all reasonable expenses  associated with the legal services being rendered including, but not limited to, legal research, long distance telephone calls, fax, postage, copying, travel, litigation, and expert expenses. Any expert related fees or expenses over $50,000.00, requires prior written approval from the Client. Costs shall also include, but not be limited to, any MDL Assessment" imposed by any Multi-District Litigation ("MDL") Court or withheld from any settlement or favorable judgment by any defendant. In addition to the above-listed individual costs, there may be common benefit costs. Common benefit costs are costs expended for the common benefit of a group of clients. For example, ifa deposition of a defendant expert witness is taken in one case, and this deposition can be used. for and/or benefits the claims of many other clients, these costs will be classified as common benefit costs. By using this common benefit cost system, no one client has to solely bear the costs which actually benefit the group as a whole, and many of the most substantial costs of    litigation can be shared equally by all. Client agrees to reimburse the Law Firm for their professional fees, expenses, costs, interest, and loans, on all monies and properties recovered or obtained for Client. Client's repayment of costs and expenses is contingent on the outcome from  any funds received on the claim in question.  3.  FINANCING OF CASE: Ifthe firm borrows money from any lending institution  to finance the cost of the client's case, the amounts advanced by this firm to pay the cost of prosecuting or defending a claim or action or otherwise protecting or promoting the client's interest will bear interest at the highest lawful rate allowed by applicable law. In no event will the interest be greater than the amount paid by the firm to the lending institution.  4.  TAX ADVICE: The Client understands that the Law Firm will not provide any  advice regarding the tax consequences ofaccepting money from as settlement or award. CLIENT SHOULD CONTACT A TAX PROFESSIONAL REGARDING ANY TAX CONCERNS  REGARDING ANY SETTLEMENT PRIOR TO THE SETTLEMENT.  5.  TERMINATION: The Law Firm expressly reserves the right to withdraw its  representation at any time upon reasonable notification to the Client, subject to applicable ethical rules,ifany. IfClient requests that Law. Firm discontinue or dismiss any filed lawsuit, Law Firm  would be entitled to all costs incurred to date and quantum meruit fees.  6. fees. 7.  APPEALS: The above contingency fee does not contemplate any appeal. The  Law Firm is under no duty to perfect or prosecute any such appeal until a satisfactory fee arrangement is made between the Parties and is reduced to writing regarding costs and attorneys'  COUNTERCLAIMS: The above contingency fee does not contemplate the Law  Firm's representation of Client against any claims made by a person against the Clients. The Law Firm is under no duty to defend or prosecute any such claim or counterclaim until a satisfactory fee arrangement is made between the Parties and is reduced to writing regarding  costs and attorneys' fees.  8.  STATUTE OF LIMITATIONS: Client understands that the Statute of  Limitations period for the case must be investigated, and that this Agreement is made subject to that investigation as well as an investigation of the entire case. Client understands that statutes ofl limitation may have run on the case and agrees to hold the Law Firm harmless in the event the  applicable statutes of limitation have run for any reason.  9. NO GUARANTEE OF FINAL OUTCOME: No attorney can accurately predict the outcome of any legal matter. Accordingly, the Law Firm makes no express or implied representations as to the final outcome of the matter(s) contemplated by this Agreement. Client further understands that Client must immediately report any changes in  Client's address or telephone number to the Law Firm.  10. APPROVAL NECESSARY FOR SEITLEMENT: Client hereby grants the Law Firm power ofattorney sO that the Law Firm may have full authority to prepare, sign and file all legal instruments, pleadings, drafts, authorizations, and papers as shall be reasonably    necessary to conclude the representation: including settlement and/orre reducing to possession any and all monies or other things ofvalue due to Client under its claim as fully as the Client could do: SO. The Law Firm is also authorized and empowered to act as Client'ss sole negotiatori in any and all negotiations concerning the subject of this Agreement. To be clear, all decisions regarding final resolution of the litigation, including settlement, are within the sole power of the Client. The decision regarding settlement shall always be held and remain with the Client. 11. ASSOCIATION OF OTHER ATTORNEYS: The Law Firm may, at its own expense, use or associate with other attorneys in the representation of the Client. Client understands that the Law Firm is a Professional Limited Liability Company with ai number of  attorneys. Several of those attorneys may work on Client's case.  12. ASSOCIATE COUNSEL: Another attorney may participate in the division of fees in this case and assume joint responsibility for the representation of Client, either in the event that the Law Firm retains associate counsel or in the event that Client later chooses new counsel, provided that the total fee to Client does not decrease as ai result oft the division of fees and that the attorneys involved have agreed to the division of fees and assumption of joint  responsibility.  13. CLASS ACTION: Client understands that Attorneys may pursue a class action on behalfof Client and all others similarly situated and client specifically authorizes attorneys to do SO. Client understands that Client may serve as a class representative and may be called upon to act in a representative capacity for those who are similarly situated. Client knows of no conflict that would cause Client to be inadequate representative and agrees to vigorously  defend the interests oft the class ifcalled upon to do SO.  14. GEORGIA STATE LAW TO APPLY: This Agreement shall be construed under and in accordance with the laws of the State of Georgia and the rights, duties and obligations of Client and of the Law Firm's representation of Client and the laws oft the State  of Georgia shall govern regarding anything covered by this Agreement.  15. ARBITRATION: Any and all disputes, controversies, claims or demands arising out of or relating to (i) this Agreement; (ii) any provision ofthis Agreement; (iii) the provision of services by the Law Firm to Client; and (iv) the relationship between the Parties, whetherin contract, tort or otherwise, at law or in equity, for damages or any other relief, shall be resolved by binding arbitration pursuant to the Federal Arbitration Act in accordance with the Commercial Arbitration Rules then in effect with the American Arbitration Association. Client shall not file a class action against at the Law Firm or seek to assert any claims or demands against the Law Firm by ort through a class action, either as the named plaintiffor as a member oft the class, but rathers shall submit his/her claims or demands to binding arbitration. Any such arbitration proceeding shall be conducted in New York. This arbitration provision shall be enforceable in either federal or state court inl New York, pursuant to the: substantive federal laws established by the. Federal Arbitration Act. Any party to any award rendered in such arbitration proceeding may seek a judgment upon the award and any Court in New York having  jurisdiction may enter that judgment.    16. PARTIES BOUND: This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective heirs, executors, administrators, legal  representative, successors and assigns.  17. LEGAL CONSTRUCTION: In case any one or more of the provisions contained ini this. Agreement shall for any reason bel held invalid, illegal or unenforceable, such invalidity, herein illegality, or unentorceability shall not affect any other provisions hereof, and this Agreement shall be construed as if such invalid, illegal, or unenforceable provision had  never been contained.  18. PRIOR AGREEMENTSS SUPERSEDED: This Agreement constitutes the sole and only agreement of the Parties hereto and supersedes all prior understandings or written or oral agreement between the Parties respecting the within subject matter, ifa any.  19. NOTICE: Any notice or other communication required or permitted to be given under this Agreement must be in writing and must be mailed by overnight delivery or certified mail, postage prepaid, SO that the notifying party can prove delivery of notice and the date  thereof, and addressed as follows: Tot the County: Rockdale County, Georgia Board ofCommissioners Attn: Chairman 962 Milstead Ave. Conyers, Georgia 30012  To the Attorneys: Napoli Shkolnik Attn: Shayna E. Sacks 3601 Lexington Ave. 11th Floor New York, NY 10017  The addresses stated in this paragraph may be changed by the respective parties upon a Client certifies and acknowledges that Client has had the opportunity to read this Agreement. Client further affirms that Client has voluntarily entered into this Agreement, that Client has been advised that Client may seek legal counsel to review this Agreement before signing, and that Client is fully aware oft the terms and conditions contained in this Agreement.  documented notice delivered in advance, pursuant to this paragraph.  SIGNED AND ACCEPTED ONTHIS  day of  2024  (SIGNATURES TOJ FOLLOW ON NEXT PAGE) AISCONTRACTAESCHIRCTTOANOTRATON UNDERTHE FEDERAL ARRITRATIONACT    Rockdale County, Georgia Board of Commissioners  Napoli Shkolnik By:  By:  Partner Shayna E. Sacks Typed or Printed Name  Osborn Nesbitt, Sr., Chairman  By:  Sherri L. Washington, Post 1  By:  Dr. Doreen L. Williams, Post 2  Attest By:  Jennifer Rutledge, County Clerk  Approved as to form:  By:  M. Qader A. Baig, County Attorney