PROFESSIONAL SERVICES AGREEMENT

This agreement is entered into by and between Pasco County, a political subdivision of the

State of Florida [hereinafter County] and Collision Analysis & Investigations [hereinafter

Consultant], whose office is located at at 2574 NW 49th Avenue, Jennings, Florida 32053.

Federall.D. # 59-3418548.

WHEREAS, County has a need for Electronic Control Module or ECM (a vehicle's "black

box") analysis and accident reconstruction work for litigation concerning a motor vehicle accident

between Nancy Lenoce and a Pasco County ambulance on June 28, 2005 at the intersection of

Darlington Road and Pleasure Drive, New Port Richey, Pasco County, Florida; and

WHEREAS, the Consultant will provide expert testimony in the fields of accident

reconstruction, law enforcement and related services; and

WHEREAS, the Consultant represents that it possesses the ability to perform the duties

outlined in this agreement in an expeditious and economical manner; and

WHEREAS, the Consultant recognizes the trust and confidence placed in it and covenants

with the County to furnish its skills and judgment and to cooperate with the County in forwarding

its interests.

NOW, THEREFORE, the County and the Consultant agree as follows:

ARTICLE I

TERM OF AGREEMENT

This agreement shall continue in force until it is terminated by the conclusion of litigation.

ARTICLE II

SCOPE OF WORK

The Consultant shall provide engineering services, including but not limited to reviewing

documents, field work, preparing reports and exhibits, testifying at deposition, testifying at trial,

performing associated work and providing consultation in connection therewith. The parties agree

that the expert provided for testimony will be David E. Brill, E.I., unless the County consents to the

substitution of another professional. The Consultant shall perform the work as directed by the

Officeof the County Attorney not to exceed the amount of Fifteen Thousand and 00/100 Dollars

($15,000.00) without an amended contract.

The Consultant may subcontract work necessary to perform engineering services that

requires expertise in a field other than its own, provided it has first obtained the written approval of

the Office of the County Attorney with respect to the personnel who will provide services, and with

respect to their rates, which will not exceed the rates set forth on Exhibit "A". Otherwise, all work

pursuant to this agreement shall be performed by Consultant.

The County shall not be a party to, responsible or liable for, or assume any obligation

whatsoever for any agreement or contract entered into by Consultant with any sub-consultant.

ARTICLE III

WARRANTY, LIABILITY,REMEDYAND CERTIFICATION

The Consultant warrants that its services under this agreement shall be performed in a

thorough, efficient and workmanlike manner, promptly, with due diligence and care, and in accord

with the best practices of its profession.

The Consultant represents that it has made all investigations to ensure a full

understanding of the work to be performed under this agreement, all conditions affecting such

work, the materials to be furnished hereunder and the meaning and intention of the projects and

the contract demands.

The Consultant expressly warrants that it is appropriately licensed and has the expertise,

experience, qualified personnel and equipment necessary to perform the work and provide the

services set forth herein.

The Consultant shall timely perform its services in a skillful and competent manner

consistent with its status as an expert experienced in consultations of this type. The Consultant

shall be responsible to the County for failure to comply with the recognized standards in the

performance of its services. Neither review nor approval of the work of the Consultant shall

relieve the Consultant of its duty to comply with the obligations of this paragraph and to utilize the

highest standards in the performance of its duties.

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ARTICLE IV

COMPENSATION

The Consultant shall be paid for its services on an hourly basis. The hourly rate and costs

shall be as set forth in Exhibit "A" attached hereto. The hourly rate includesoverhead, profit, and

such statutory and customary fringe benefits as Social Security contributions, sick leave,

unemployment, excise and payroll taxes, workers' compensation, health and retirement benefits,

bonuses, annual leave, and holiday pay.

Payments for subcontracted work will be made to Consultant upon submission of sub-

consultant billings for the actual cost to Consultant.

The Consultant shall notify the County, in writing, when fees for billable services reach

$10,000.00 but in no case shall Consultant incur, or County be liable for, fees for billable services

in excess of $15,000.00 without an amended contract.

The Consultant shall retain all records relating to this contract in accordance with County's

record retention program. All records shall be subject to audit by the County and to inspection

and copying pursuant to Ch. 119, Fla. Stat., at the conclusion of all litigation.

ARTICLE V

TERMINATION

The County reserves the right to terminate this contract without cause by giving thirty (30)

days prior written notice to the Consultant or with cause if at any time the Consultant fails to fulfill

or abide by any of the terms or conditions specified. Failure of the Consultant to comply with any

of the provisions of this contract shall be considered a material breach of contract and shall be

cause for immediate termination of the contract at the discretion of the County.

In the event that the County shall fail to make timely payment of any sum owing and due

pursuant to the Prompt Payment Act, after thirty (30) days' prior notice to the Office of the County

Attorney, the Consultant shall have the right, notwithstanding any other provision of this

agreement, to terminate this agreement upon immediate written notice to the County.

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If this agreement is terminated, the Consultant shall be reimbursed for services

satisfactorily performed prior to the effective date of termination, less the amount of any damages

sustained by the County.

If this agreement is terminated, all finished or unfinished documents, data, analyses,

studies, correspondence, reports and other products prepared by or for the Consultant under this

agreement shall immediately be provided without additional cost to the County for its exclusive

use.

ARTICLE VI

CONFLICT OF INTEREST

The Consultant represents that it presently has no direct or indirect interest which would

conflict in any manner with the performance of services required by this agreement, and agrees

that no person having any such interest shall be employed or engaged by the Consultant for said

performance.

Consultant further agrees that it shall acquire no such interest, either direct or indirect,

without first disclosing such potential conflicting interest to the County in writing. Upon receipt of

such disclosure, the County will advise the Consultant in writing within twenty (20) calendar days

whether or not it takes the position that a conflict of interest exists. If the County determines that a

conflict of interest exists, and does not elect to waive or otherwise resolve the conflict, the

Consultant and/or any sub-consultant shall decline the representation upon the County's written

request.

Failure of Consultant to give notice to the County of a conflict or a potential conflict of

interest shall be cause for the immediate termination of this agreement at the option of the

County.

ARTICLE VII

DISPUTES AND NOTICES

In the event of any dispute concerning this agreement, each party agrees that prior to filing

suit it will give the other party ninety (90) days notice of the substance and nature of the dispute so

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that non-binding pre-litigation efforts may be made to amicably resolve the dispute. Notices

required by this article may be sent to the County through the County Attorney, and to the

Consultant at the address appearing at the outset of this agreement.

ARTICLE VIII

INDEPENDENT CONTRACTOR

Neither County nor any of its employees shall have any control over the conduct of

Consultant or any of Consultant's employees, except as herein set forth, and Consultant

expressly warrants not to represent at any time or in any manner that Consultant or any of

Consultant's agents, servants or employees are in any manner agents, servants or employees

of County. It is understood and agreed that Consultant is, and shall at all times remain as to

County, a wholly independent contractor and that Consultant's obligations to County are solely

as prescribed by this agreement.

ARTICLE IX

INDEMNITY

Consultant shall indemnify and save County, its Commissioners, officers, agents and

employees, harmless from and against any claims, damages, costs, including attorney's fees,

or causes of action of whatsoever kind or nature, whether direct, indirect or consequential,

including, but not limited to, bodily injury, sickness, disease or death, infringement of copyright,

patent or trademark, or injury to or destruction of property, including loss of use, which claims

arise out of or are related to or in any way connected with this agreement provided such claim

is caused by Consultant, its agents, servants or employees in the performance of services

under this agreement. Consultant shall not be required to indemnify County for any negligence

of County's employees or agents. This indemnity shall include, but not be limited to, charges of

attorneys, legal assistants, and other professionals, and costs of both defense and appeal in a

court of law or other tribunal, for any reason. Consultant's indemnification obligation under the

provision shall not be limited in any way to the consideration hereunder or to any other agreed

payment or compensation amount, nor shall this indemnification be limited due to Consultant's

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lack of sufficient insurance protection. Consultant hereby acknowledges and expressly agrees

that the compensation to be paid to Consultant by County pursuant to this agreement

specifically includes compensation as consideration for the indemnification provided herein.

ARTICLE X

CONTINGENCY FEES

The Consultant warrants that it has not employed or retained any company or person

other than a bona fide employee working solely for the Consultant to solicit or secure this

agreement and that it has not paid and agrees not to pay any person, company, corporation,

individual, or firm other than a bona fide employee working solely for the Consultant any fee,

commission, percentage, gift or any other consideration contingent upon or resulting from, the

award or making of this agreement.

ARTICLE XI

NON-DISCRIMINATIONAND COMPLIANCE

The Consultant will not discriminate against any employee or applicant for employment

because of race, creed, color, sex or national origin. The Consultant will take affirmative action to

ensure that applicants are employed and that employees are treated during employment without

regard to their race, creed, color, sex or national origin.

The Consultant agrees to comply with all applicable local, state and federal laws regarding

discrimination in employment against any individual on the basis of race, creed, color, sex,

physical or mental impairment or age.

ARTICLE XII

GENERAL CONDITIONS

This agreement shall be governed by and construed in accordance with the internal laws

of the State of Florida (without regard to the conflicts of laws). The parties agree that all actions

or proceedings arising in connection with this agreement shall be tried and litigated exclusively

in the state or federal (if permitted by law and a party elects to file an action in federal court)

courts located in Pasco County or, in the case of federal court, the Middle District Court in

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Tampa, Florida. This choice of venue is intended by the parties to be mandatory and not

permissive in nature, and to preclude the possibility of litigation between the parties with respect

to, or arising out of, this agreement in any jurisdiction other than Florida. Each party shall bear

its own attorney's fees and costs in any legal proceeding between the parties in connection with

this agreement. The foregoing limitation is in no way intended to limit Consultant's

indemnification of County provided for in this agreement.

Any supplement or amendment to this agreement to be effective shall be in writing and

signed by the Consultant and the County.

This agreement, including exhibits incorporated herein by reference, represents the entire

agreement and understanding between the parties and any negotiations, proposals, purchase

orders or oral agreements are intended to be integrated herein and to be superseded by this

agreement.

County and Consultant, respectively, bind themselves, their partners, successors,

assigns, and legal representatives to the other party to this agreement and to the partners,

successors, assigns and legal representatives of such other party with respect to all covenants

herein. Neither Consultant nor County may assign its rights or obligations under this agreement

without the prior consent of the other party.

This agreement is not intended to be and shall not be construed as an exclusive

contract and County may employ additional or other vendors to perform any work contemplated

by this agreement without liability to County.

Waiver by either party of a breach of any provision of this agreement shall not be

deemed as a waiver of any other breach and shall not be construed to be a modification of the

terms of this agreement.

In the event anyone or more of the provisions contained in this agreement shall for any

reason be held invalid, illegal, or unenforceable in any respect, the invalidity, illegality, or

unenforceability shall not affect any other provision and this agreement shall be construed as if

the invalid, illegal, or unenforceable provision had never been contained in it.

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David E. Brill, E.I., Collision Analysis & Investigations

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IN WITNESS WHEREOF, the parties hereto have executed the foregoing agreement ond-

this I () -day of~~ , 2008.

(SEAL) BOARD OF COUNTYCOMMISSIONERS OF PASCOCOUNTY, FLORIDA

ATTEST:

BY:JED PITTMAN, CLERK TED SCHRADER, CHAIRMAN

S:\County Attorney\County_Data\cau3-AS\Public\Litigation\Cases\Falso (Lenoce)\Brili Prof. Service Agreernent.doc 8

386-938-3434 Office

Collision Analysis &.Investigations

David Brill

Collision Analysis & Investigations2574 NW 49thAveJennings, Florida 32053

February 29, 2008

Reference: Schedule of Fees

My hourly rate for reconstruction and inspection services is $160.00 with travelexpenses at half of my hourly rate plus mileage. The same rate applies fordeposition and court appearances. I hope this meets with your approval.

A retainer for services will not be required at this time but a monthly invoice willbe submitted in order to keep any charges for services current.

Federal Tax ID: 59-3418548

David Brill

Collision Analysis & Investigations

EXHIBIT....:0.D3 A

386-266-8033 Cell 386-938-3434 Fax