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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,
Cohen Milstein Sellers & Toll PLLC, (the “Firm” or “Contractor”) to represent the Government
in affirmative Litigation on an as-needed basis as foLlows:
W IT N E S S E T H:
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 ith the
representation olthe DOJ in certain legal matters.; and
WHEREAS. pursuant to Title 3 V.lC. § 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.I.C. § 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.l.C. § 114(5) and the terms of this Contract.
N 0 XV, TI-I E R E F 0 RE, 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 Reoresentation:

The Government engages the Firm to represent it in complex enforcement investigations and
lit!gation (“Matter or Matters”) that: (I) 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 vill 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 Exnenses for Contineeney Matter:

I. The Firm shall perform all work and services on a contingent fee basis. The parties
understand and agree that if there Lv no recoven’ pursuant to a judgment or sL’Itlenient in
connection with a Matte no fee shall he due to 11w Finn.

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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:

twenty-seven (27) percent ofa recovery up to $100 million; then

twenty-two (22) percent of funds recovered between 5100 million and $250
million; and then

eighteen (IS) 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 pan 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
FirmTh 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 Firm will be reimbursed for such expenses out of any recovery before the

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Contingent fee is applied. Reimbursement of expenses is not considered part of the Firm’s
contingent fee.
7. (i-KG musi

approve ai;i’

expc’n.ce of S25.000 or nzore

in

ath’ance.

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.
Hourly Work
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.
2. TERM
Upon the Effective Date of this Contract, as defined in Section 23 herein, this Contract will
be legally binding and in effect for a term commencing on February I, 2016 (the “Commencement
Date”) and ending January 31, 2017 or until the designatcd 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 result[sJ in
the payment ofa money judgment to the Government, either by court resolution (including
resolution of any and all appeals which maybe 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.

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4.

A1JTHORITY AND RESPONSIBILITIES

a. The Firr is responsible for providin all legal services, including all
associated support services, required in litigating a Matter to a final
judgment, including post judgment proceedinas 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 DAG per
paragraph S 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 or the first day of each month (or the Monday following
any such date) on the Matter and more oñen if appropriate. The Firm
will
e.

noti1

OAG of any or all settlement

offers.

OAG will review and approve filings and other key documents. The
Firm is responsible for providing these documents with sufficient

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advance time to allow for OAG’s review and approval, and GAG 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 GAG.
F. GAG will designate a point of contact who will supervise the Matter and
who will be available directly to other parties id the Matter as needed.
g. GAG 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.

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

associates, and paralegals on a i-nonthly basis to the Attorney General for review and approval.
These bills shall specie’ the type of service rendered and the time expended. All expenses claimed
shall be ftilly documented with supporting documents or receipts. Bothparties 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
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request. The materials described in this Section shall be retained and preserved for a period 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 Niodel 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. TERI\ITNATION
If OAG is not satisfied with how the Matter is being handled by the l”irrn, the
Governrneut has the right to withdraw by written notice. without specific explanation, from this
attorney-client relationship at any time and lbr 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 he 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 amounL; (2) if after that date, a reasonable percentage
determined by the parties hasd upon the Finn’s contribution to the case or outcome, which is
subject to the dispute resolution clause set l’orth

iii

paragraph 22 below.

The Firm has the right to withdraw by written notice, without specilic 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 he due if the Finn withdraws as
counsel.
9. DOCUMENTS, PRINTOUTS. ETC.
All documents, books, records, case notes. court filinus, memoranda, materials constituting
“Attorney Work Product,” whether in written form or stored in another format, relating and
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pertainins to this Contnct shall become the property of the Government and shall be turned ova 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
abili:y 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 constrned 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 eels, 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) Contraclor 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 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 arty cause, to the exter,t cause by Contractor’s r.egligence.

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(b)

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

performs services for the Government and to save arid 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 (he parties hereto or their
duly authorized representative, and speciring 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 same shall be strictly limited and
restricted to the extent and occasion specified in such signed writing or writing.

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15. ENTIRE AGREEMENT

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

Con:ract,

ire

communications,

written

or

oral, with respect to tha subject natter of Ibis

merned herein.

16. RIGHT TO WITHHOLD

(a)

II 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 Goernment may apply such sums in such manner as the
Government may deem proper to secure ttself 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 satisfactoiy assurance to the Government that such claims will be paid by the
Contractor or its insurance carrier. ifapplieable. in the event that such contest is not successfuL
17. 1NSUR4NCE
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 (5500,000) per occurrence. The Contractor will provide the Government with a copy of
the certificate of insurance evidencing compliance with this 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.

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Contractor shall be filly 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
[mc vice, Contractor shail 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 conifict in any manner or degree with the performance of services required to
be performed under this Contract.
(b)

Contractor further covenants that it is:
(I)

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

(2)

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

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(I)

familiarized itself v.ith the provisions of Title 3, Chapter 37.

Virgin Islands Code, pertaining to conflicts of interest, including the
penalties provision set forth in section 1108 WereoR
(ii)

not made, negotiated or influenced this contract, in its orncial

capacity;
(iii)

ro financial interest in the contract as that term is de[ined in

section 1101, (I) 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 resol’. ed by a cerlified mediator aceepah1c to
both parties. The parties shall cuch bear one-hulfot the es.
23. SOTlCE
Any notice required to be given by the terms of this Contract shall be decmed to have been
given Uien the same is sent by certified mail, postage prepaid or personally delivered, addressed to
the panics as follows:
Government

Commissioner
Department of Property and Procurement
Sub Base, Building No. I
St. Thomas. Virgin Islands 00802
Attorney General
Virgin Islands Department ofiustice
48B-50C Kronprindsens Oath
rd
GERS Building. 7
Floor
St. Thomas. Virgin Islands 00802

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Contractor

Cohen Milistein Sellers & Toll PLLC
do Linda Singer
1100 New York Ave.. NV!
Suite 500
Washington, DC 20005

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

familiarized itself with the applicable provisions of Title 27 of the \‘irgin Islands

b.

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 tems between the parties. It can
only he amended by written agreements herelo. signed by all parties.
27. OTHER PROVISIONS
Addendum I (Scope of Services) and Addendum LI (Compensation) attached to this

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

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OF THE VT GIN ISLANDS
Dated
Attorne General
BENNEEF
‘Cdrllmissioner
Department of Property and Procurement

(bated /

CONTRACTOR

9-13-fl
LINDA SINGER, E5q.
Partner
Cohen Milstein Sellers & Toll PLLC

Dated

APPROVED FOR LEGAL SUFFICIENCY:
Datedj’V/L

of-i o -‘

HON. KENEPP
GOVERNOR OF ThE VIRGIN ISLANDS

2125992.1

PO5ODOJ 116

CERTIFICATE OF APPROVAL:
I hereby certi(v thai this is a true and exact copy of Contract Nol)O*ntered into
between the Depanment of Property and Procurement on behalf of the Department of Justice arid
Cohen jistein Sellers & Toll PLLC.
N. Bennett
Commissioner
Department of Property and Procurement

PO5ODOJ T16
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‘S

VIRGIN ISLANDS DEPARTMENT OF
JUSTICE
OUTSIDE COUNSEL’S
GUIDELINES

OFFICE OF ATTORNEY GENERAL
ATTORNEY GENERAL CLAUDE EARL
WALKER, ESQ.
3438 Kronprindsens Gade, GERS Bldg, 21F1oor
St. Thomas, U.S. Virgin Islands

TABLE OF CONTENTS

INTRODUCTION

.5

ENGAGING OUTS IDE COUNSEL
Approved Law Firms
Role of VI Attorney General’s Office
Engagement Letter
Budget Form Language

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6
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8

CONFLICTS OF INTEREST
Initial Conflict Check
Conflict of Interest Defined
Cost of Determining Conflicts
Representing Significant Competitors
Multiparty Representation
Representing VI Attorney General’s Office in Bankruptcy Proceeding

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9
9
IC
IC
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STAFFING MATTERS

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CONFIDENTIALITY

II

USE OF VI ATTORNEY GENERAL’S NAME

II

ETHICAL CONDUCT

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MALPRACTICE INSURANCE

12

FILE RETENTION

12

ELECTRONIC MAIL

12

MEDIA CONTRACT

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EVALUION AND FEEDBACK

13

AUDITS

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EXCEPTIONS TO THE GUIDELINES

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MANAGING LITIGATION
Reporting Significant Development
Preparing Quarterly Litigation Smtus Report (Defensive Litigation
Preparing Monthly Litigation Report (Offensive Litigation
Preparing Early Case Assessment and Case Management Report

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IS

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PLEADINGS, MOTIONS AND OTHER DOCUMENTS (Defensive Litigation Only

.16

DISCOVERY
Responding to Written Discovery
Objections to Discovery
Protecting Confidential Information
Motions to Compel and Request for Sanctions
Depo5itions of Specific Associates

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SETTLEMENT & ALTERNATIVE DiSPUTE RESOLUTION

IS

FILING APPEALS

IS

INVOICING FOR LEGAL SERVICES
Line Item Entry Guidelines
Timeteeper
Request for Rate Increase

IS
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INVOICING FOR DISBURSEMENT AND EXPENSES
Court Reporter Expenses
Express Mail and Couriers
Printing. Photocopying and Scanning
Facsimile Transmissions
Telephone Charges
Third-Party Services
Alternative to Travel Encouraged
AirTravel
Automobile Travel
Expense Reimbursement

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NON-BILLABLE TIME

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INVOICING PROCEDURES
Traditional Paper Invoices

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EXHIBIT A Engagement Letter
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EXHIBIT B
EXHIBIT C

Budget Forms
Acknowledgement of VIDOJ’s Outside Counsel Guidelines

EXHIBIT D— Outside Counsel Firm Information sheet
EXHIBIT E

Defensive Litigation Scatus Report Template

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INTRODUCTION
The Virgin Islands Department of Justice (“Justice” or “DOJ”) is a part of the
Executive Branch of the Government of the U.S. Virgin Islands (“USVI”) and derives
its authority under from ChapterS of V.1. CODE ANN. tic 3 § III ci. a!.
The Department of Justice was established in 1962 as an executive department in the
Government of the United States Virgin Islands pursuant to Chapter 8 of Title 3 of the Virgin
Islands Code. The Department is administered under the general supervision and direction of
the Attorney General of the Virgin Islands who is appointed by the Governor with the advice
and consent of the Legislature of the Virgin Islands. V.1. CODE ANN. tit. 3 § 112 It serves
as the chief law enforcement office in (he Territory. The department is also the Government’s
chief lawyer who provides the following services:
1-landles all litigation to which the Executive Branch, its departments, agencies and
employees are parties; provides legal advice to all executive departments, agencies, boards
and commissions;

Reviews all legal documents to which (he Executive Branch is a signatory, and reviews all
legislation presented to the Governor for his consideration.

Provides efficient and effective financial and access support services to children and
custodial parents.

Enforcement unit for the Virgin Islands Casino Commission

The Department of Justice is comprised of eight (8) major divisions with four focusing
general legal matters and representation. They are:
(I) Office of the Attorney General
(2) Solicitor General Division
(3) General Litigation Services
Criminal Division
a
Civil Division
(4) Division of Paternity and Child Support
(5) Special Investigation Division
(6) Division of Gaming Enforcement
(7) Division of Budget and Accounting
(8) Office of the Medical Examiner
Responsibilities of each Legal Division
I. The executive and leadership functions of the Department of Justice are conducted in
the Office of the Attorncy General.
2. The Solicitor General’s Division, under the supervision ol’ the Solicitor General,
S

represents the Government of the Virgin Islands in all appeals involving criminal and civil matters
and all writs before the Appellate Division of the District Court of the Virgin Islands, the Supreme
Court of the Virgin Islands, the United States Court of Appeals for the Third Circuit, and the
Supreme Court of the United States. This division is also responsible for reviewing for legal
sufficiency regulations, contracts and leases in which the Government of the Virgin Islands has an
interest. In addition, this division researches legal issues and provides legal advice to all executive
departments, boards and commissions. The duties of this division also include the preparation of
legal opinions of the Attorney General regarding legal questions relating to the exercise of the
power or duties of any Government department, board or commission.
3. The Division of General Litigation Services (GLS) is divided into two main subdivisions,
the Criminal Division and the Civil Division.
The Criminal Division, under the supervision of the Criminal Division Chiefs in the
Districts of St. Thomas/St. John and St. Croix, is responsible for the prosecution in the
Superior Court of the Virgin Islands of all criminal matters on behalf of the Government
of the Virgin Islands, which includes felony, misdemeanor and traffic violation cases. The
Criminal Division also prosecutes matters in the Family Court involving juvenile
delinquency as well as litigating child abuse and neglect cases on behalf of the Department
of Human Services. The Criminal Division includes two specialized units, the Domestic
Violence and Sexual Assault Unit and the Family/Special Victims Unit.

The Civil Division under the supervision of the Civil Division Chief defends civil actions
that have been filed against the Executive Branch of Government, including boards,
commissions, and instrumentalities of the Government of the Virgin Islands in court
proceedings. All claims filed under the Tort Claims Act, Title 33 V.l.C. § 4301, et seq. are
reviewed, negotiated or litigated and processed by the Civil Division.

4. Pursuant to Title 3 Chapter 8, Section 119 of the Virgin Islands Code, the Division of
Paternity and Child Support (PCSD) is responsible for the collection and distribution of child
support payments for the children of the Virgin Islands who do not reside with both natural parents.
For Justice, teamwork means a close partnership relationship with our outside
counsel. Outside counsel are not just providers of services, but are vital partners in our success.
It is critical that outside counsel share the commitment to providing Justice with the highest
quality legal services in the most cost-effective manner possible. We expect outside counsel to
stress integrity, professionalism, a sense of urgency in resolving legal problems, and
sensitivity to the issues that may encompass matters for which outside counsel is
retained. Outside Counsel is expected to represent the Justice’s interests and in turn the
Government of the Virgin Islands in accordance with these high standards.
These outside counsel Guidelines (“Guidelines”) set forth more fully our expectations
and define an effective working relationship with outside counsel. All attorneys and
professional staff who work on matters for Justice must be familiar with these Guidelines. These
Guidelines supersede previously issued guidelines or information and, unless
exceptions are approved in writing by the Attorney General, constitute the terms under
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which outside counsel are engaged for both current and future matters.
These Guidelines do not apply to the retention, management and payment of expert
witnesses. Please consult (lie Attorney Genera! before retaining an expert witness and for
guidance regarding managing and billingfor same.
Please contact the Attorney General to discuss any question or to seek clarification
of these Guidelines. Thank you again for being a key reason for our success.

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ENGAGING OUTSIDE COUNSEL
Approved Law Firms

Only law firms approved by Justice are authorized to perform legal work on behalf of
the department. Justice’s approved law firms must meet rigorous standards of performance,
cost effectiveness and commitment. Outside counsel is not authorized to retain the
services of other legal counsel on behalf of Justice, without first obtaining the prior, written
approval of the Attorney General.
Role of the Attorney General’s Office
It is the responsibility of Attorney General to perform or procure all required legal
services for the department including selecting, hiring, and supervising outside counsel
where the specialized nature of the matter, Justice’s workload, or other considerations make
it appropriate for the work to be performed by outside counsel.
To this effect the Attorney General has the ultimate responsibility for the management
of the legal services, including financial and strategic decisions. With the approval of the
Attorney General, outside counsel may have direct contact with the department’s attorneys
or other representatives of the Government to gather information or for other purposes;
however, only the Attorney General may grant authorization to direct outside counsel in the
handling of legal matters. This handling will be made in coordination with the corresponding
government department, agency, board or commission or DOJ attorney.
If a Justice employee or government representative/employee asks outside counsel
to proceed in a certain fashion or to perform certain activities with respect to a legal matter,
outside counsel should immediately report the request to the Attorney General and obtain
direction from the Attorney General, prior to proceeding.
Engagement Letters and Retainer Agreements/Professional Services Contracts
Outside counsel must submit an engagement letter when the law firm is engaged to
provide legal services for Justice. After preparation of the general engagement letter, the
Firm in conjunction with DOJ shall prepare either a Retainer Agreement or Professional
Services Contract for submission to the Attorney General. Any Agreement or Contract
must be approved by the Attorney General, Commissioner of Property and Procurement
and the Governor of the Virgin Islands before outside counsel may commence its
representation. The engagement shall be specific to the matter specified in the Agreement
or Contract. Any additional services must be approved by the Attorney General,
Commissioner of Property and Procurement and the Governor of the Virgin Islands by
amendment or new Agreement or Contract agreed to in writing by all parties.
Upon reaching an agreement with Justice regarding the scope of the representation and
the fees charged for representation, outside counsel shaLl return a signed Retainer
Agreement or Professional Services Agreement in the form attached as (Exhibit A)
together with the Rate Schedule (Schedule I) which document shall be further
processed to the Department of Property and Procurement and the Office of the
S

Governor, a signed Acknowledgment of Justice’s Outside Counsel Guidelines (Exhibit
C), and an Outside Counsel Information Sheet (Exhibit 0) to the Attorney General. Submissions
must be received by the Attorney General not later than the second (2nd) business day after
the date of the engagement. The rate schedule shall not be modified without the express
written consent of the Attorney General and only after outside counsel has complied
with the rate increase request process outlined herein.
The rate schedule that will govern invoicing for legal services under any specific
mailer will be referred to by the date that the corresponding engagement letter was executed.
Any exception to these Guidelines agreed upon between outside counsel and the
Authority must be included in the rate schedule.
Engagement letters should be transmitted in PDF format via email and not by hard
copy, unless specifically requested by the Attorney General.
Additional documents may be required by the law firm for its engagement, such as proof
of malpractice coverage, business licenses, certificates of good sianding in the jurisdictions
licensed by the attorney or law firm, corporate or partnership documents or any other documents
that the Attorney General deems necessary for the engagement.
The Attorney General will manage the relationship with outside counsel. The
Attorney General wilL be the primary contact with the law firm and all matters for which
the law firm is retained will flow through the Attorney General. The Attorney General is
responsible for the law firm’s compliance with these Guidelines and his duties shall
include, but will not be limited to, the following:

Be available to address issues in a timely fashion and make every attempt to match
the Attorney General sense of urgency;

Understand Department of Justice and Government of the Virgin Islands as a political
and governmental entity. Understand the Attorney General core values and help
translate those to the lawyers assigned to Justice’s legal matters;

Makejudicious use of the Early Case Assessment and the Case Management Reporting
processes described herein. Keep the Attorney General informed in a timely.
routine and efficient manner;

Be proactive and ensure that the law firm invoices comply with the Guidelines
before the invoices are submitted. Address billing issues quickly and take steps to
ensure that billing issues are corrected the first time. Time spent by the
Attorney General or designee reviewing and correcting invoices is not value added
time;

Uphold the commitments and promises and meet all due dates. The Attorney
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General will make commitments internally based on these representations;

Actively monitor and advise on conflicts of interest. Justice’s conflicts policy must
be followed closely;

Remain consistently informed about the outside legal teams’ individual
performance and the Attorney General’s satisfaction with that performance;

Ensure that budgets are followed, updated throughout the representation and
communicated to the Attorney General on a routine basis; and

Ensure the firm’s timely and accurate response to all inquiries from the
Virgin Islands Government’s auditors, when necessary and appropriate.

Contingent Fee Agreements

Under some circumstances, the Attorney General may engage the Law Firm through a
contingency fee agreement. Contingency agreements are a legally permissible means of
retaining outside counsel and are a necessary and proper exercise of the statutory authority of
the Attorney General, pursuant V.!. CODE ANN. tit. § 114, to protect the interests of the people
of the Virgin Islands. These arrangements permit the Attorney General to retain counsel with
the requisite expertise to litigate matters of this complexity and do not interfere with the
Legislature’s appropriation powers. All professional and general obligations cited in the above
section regarding Engagement Letters and Retainer Agreements/Professional Services
Contracts apply to Contingency Agreements with the Attorney General and the Office of the
Attorney General.
Budget Forms
All matters assigned by the Attorney General to outside counsel will require the outside
counsel first to complete a budget form, before the commencement of any work on the matter.
Two (2) types of budget forms exist: one for litigation and the other for non-litigation
matters (e.g., transactional, opinions, contracts etc.). The forms are attached as Exhibit B to
these Guidelines.
When the Atiomey General is considering assigning a matter to outside counsel, all
pertinent information will be forwarded to the outside counsel, so that the outside counsel will
be able to make an informed decision about how to create the budget.
The proposed budget must be signed by the outside counsel and submitted to the Attorney
General for review and approval, and no work is to be done, until the Attorney General, or the
Attorney General’s designee, has signed the form because budget forms, like monthly legal
bills, will not be rubber stamped, but thoroughly reviewed.

I0

As a result, the Attorney General may decide to reduce the proposed budget submitted by
outside counsel, based on the Attorney General’s discretion as to how large the budget should
be, and other considerations such as the Attorney General’s annual legal budget or
appropriations.
The reduction of the budget by the Attorney General is not an outright rejection of the
proposed budget, but rather an opportunity for the outside counsel to commence work on the
legal matter, but submit an amended budget later, if the original budget is not enough. An
amended budget is also attached, as part of Exhibit B.
Outside counsel may submit more than one amended budget, based on the development of
the matter referred; however, outside counsel is solely responsible for monitoring the approved
budget and must submit an amended budget before the original budget is exceeded; otherwise,
the outside counsel risk not receiving payment for work performed.
After a budget is approved by the Attorney General, then the outside counsel may start to
work on the matter.
CONFLICTS OF INTEREST
Initial Conflicts Check
Outside counsel shall thoroughly check for actual or potential conflicts of interest that
may arise from counsel’s representation of the Office of the Attorney General or Government of
the Virgin Islands, as defined in these Guidelines or in any applicable code of professional
responsibility or rules of professional conduct. The Attorney General expects outside
counsel to use their best efforts to identify and discuss with the Attorney General any
potential conflicts of a philosophical or policy-driven nature that may compromise a
position taken by the Attorney General.
Any conflict must be discussed with the Attorney General as soon as it becomes
known. The Attorney General reserves the right to make an independent determination
whether outside counsel has an actual or potential conflict of interest. The obligation to
disclose actual and potential conflicts of interest continues Ihroughout the term of the
representation. Outside counsel must review conflicts of interest on an ongoing basis as
neu’ matters are opened. Any new attorney/client relationships that create a conflict shall
be reported to the Attorney General immediately.
The acceptance of an engagement on a matter by outside counsel without disclosure of
any conflict and the written waiver by the Attorney General of all conflicts disclosed
constitutes a representation by outside counsel that a conflicts check has been conducted
and that there are no conflicts.
Conflicts of Interest Defined
Known and actual conflicts of interest involve a law firm’s representation of a client in a
matter in which the other client’s interests are or become adverse to the Office ofthe Attorney
General or the Government of the Virgin Islands. The Attorney General cLassifies these as actual
II

conflicts of interest.
Potential conflicts of interest generally occur when a law firm’s representation ofa
client in a matter, though not actually adverse to the Office of the Attorney General or the
Government of the Virgin Islands, has the poLential of becoming adverse during the course
of the law firm’s representation. The Attorney General classifies these as potential conflicts
of interest.
Actual and potential conflicts of interest are treated the same for purposes of these
Guidelines. Law firms representing the Office of the Attorney General shall not represent
a client in any matter in which the other client’s interests are in actual or potential conflict
to the Office of the Attorney General’s interests, unless the Attorney General has waived
the conflict of interest consistent with the processes and procedures outlined herein.
Cost of Determinin2 Conflict
Time spent investigating, reporting and resolving actual and potential conflicts or
preparing conflict waiver requests is not billable.
Representing Significant Competitors
The Attorney General may conclude that an actual conflict of interest exists if outside
counsel or outside counsel’s law firm represents a significant competitor of
Government of the Virgin Islands or its departments. boards, commissions or agencies.
As a pre-condition of engagement, outside counsel must disclose in writing the identity of
any significant competitors of the Government of the Virgin Islands or its departments,
boards, commissions or agencies affiliates that the outside counsel firm represents, together
with a general description of the type of legal services that the outside counsel’s firm
provides to such client(s). If outside counsel concludes that it would be improper to provide
this information to the Attorney General, outside counsel should decline the engagement.
Multi-party Representation
The approval of the Attorney General is needed in all situations where it is proposed
that a single law firm represent both the Office of the Attorney General and the Government of
the Virgin Islands and other parties in a matter. All requests for approval of such
representations must be submitted in writing and should contain statements from outside
counsel describing: (a) the extent and nature of the proposed joint representation. (b) the
steps that the law firm will take to protect proprietary or confidential the Office of the
Attorney General’s and the Government of the Virgin Islands information from being
disseminated to jointly represented clients, and (c) the likelihood for adversity among the
proposed cLients. As a rule, such engagements will be approved only where the potential for
adversity is remote and where all parties agree in writing in advance thai in the event of a
conflict that the law firm will either withdraw completely or continue solely representing the
Office of the Attorney General and the Government of the Virgin Islands.

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Representing the Office of the Attorney General and the Government of the Virgin Islands
in Bankruptcy Proceedings
A law firm representing the Office of Attorney General as a creditor or party-in-interest
in connection with a bankruptcy proceeding may concurrently represent other creditors and
parties in interest in the case, provided that the representation is disclosed to the Office of
the Attorney General and the Government of the Virgin Islands, the other clients are similarly
situated to the Office of the Attorney General and the Government of the Virgin Islands, and
the representation does not result in positional adversity to the Office of the Attorney General
and the Government of the Virgin Islands. The Attorney General should be informed of any
such representation.
STAFFING MATTERS
The Attorney General should agree with outside counsel on which attorney(s) within
the firm will have primary responsibility for the matter and on the number, names and billing
rates of the partners, associates and legal assistants who will be assigned to the matter. Any
request for changes to the staff plan must be discussed and approved in advance.
Outside counsel should limit the number of attorneys attending routine meetings,
hearings and court proceedings to those essential to the performance of the task. Unless otherwise
approved in advance, the Attorney General will not pay for more than one attorney to attend a
trial, motion hearing, meeting or deposition. Likewise, unless otherwise approved in advance,
the Authority will not pay for internal firm conferences or the inclusion of associates at
meetings or hearings for the purpose of “associate development.” In addition, the Attorney
General will not pay for more than one review of any motion, memorandum, letter or any
other document prepared and related to the law firm’s representation of the Attorney General
on any matter.
The Attorney General expects staffing to be efficient, attorneys should not be
performing work more appropriately assigned to a paralegal. Similarly, paralegals should
not be assigned secretarial or other clerical tasks such as photocopying, filing or
delivering materials, arranging travel or scheduling depositions or meetings. Routine file
maintenance is outside counsel’s responsibility and should not be billed to Office of the Attorney
General.
The Attorney General believes that it is most efficient for a single attorney or group of
attorneys to handle a rnatter from beginning to end, and we expect outside counsel to strive for
continuity in staffing. The Attorney General will not pay for downtime or learning time that
may result from staffing changes. In addition, the Attorney General will not reimburse outside
counsel for any routine training time, including time spent at seminars, unless specifically
approved in advance and included as part of the budget. The Attorney General will not
ordinarily pay for summer associate time unless such time has been identified as part of the
approved staffing plan for appropriate work such as approved research or drafting projects.

I)

CONFIDENTIALITY
In the course of representing the Attorney General, outside counsel frequently has
access to nonpublic and confidential information. Outside counsel must have in place
appropriate procedures to ensure the protection of all such information. Outside counsel
must take appropriate measures to ensure that all legal and non-legal personnel are familiar with
this requirement and are effectively supervised In this regard.
Outside counsel shall not disclose any potentially sensitive information acquired from
Attorney General or developed or learned while representing the Office of the Attorney
General or the Government of the Virgin Islands. In addition, it is the responsibility of outside
counsel to ensure that third-party vendors engaged by the firm that may have access to
confidential or proprietary material of the Office of the Attorney General (including
work product) comply with this confidentiality requirement. Outside counsel shall obtain a signed
confidentiality agreement from third-party vendors and retain it. Compliance with this
confidentiality requirement is subject to periodic audits. Acceptance of an engagement by
outside counsel shall constitute outside counsel’s acceptance of the terms of the
confidentiality agreement.
USE OF THE DEPARTMENT OF JUSTICE OR GOVERNMENT OF THE VIRGIN
ISLANDS NAME
Except in the ordinary course of the representation, unless specifically approved by
the Attorney General, outside counsel shall not disclose to any third party that the Office
of the Attorney General or the Government of the Virgin Islands, or any of its
departments, boards, commissions or agencies, is a client of the firm. The Attorney
General does not allow the use of its name or corporate symbols in any law firm marketing
materials.
ETHICAL CONDUCT
The Attorney General and the Office of the Attorney General conducts its business in
accordance with the highest ethical standards and expects the same of its outside counsel.
Outside counsel should advise the Attorney General of its responsibilities under applicable
laws and regulations and any legal risks of a proposed course of action. If outside counsel
believes that an employee of Justice has or will engage in illegal or unethical activity as a
representative or agent of the Attorney General or the Office of the Attorney General, then outside
counsel must immediately and confidentially contact the Attorney General. No Justice
employee has authority to instruct outside counsel to act in an unethical manner in connection
with any Justice matter.
MALPRACTICE INSURANCE
Outside counsel representing Attorney General and the Office of the Attorney General
must maintain a malpractice insurance policy in an amount of not less than
$1,000,000.00. If outside counsel does not have coverage or if coverage is cancelled
and not immediately replaced with comparable coverage, outside counsel must
14

immediately report this to the Attorney General. Outside counsel must submit evidence of the
malpractice insurance policy renewal to the Attorney General on a yearly basis.
FILE RETENTION
Outside counsel shall retain pleadings, correspondence, verified discovery responses,
deposition transcripts, and similar documents and work product for a period of not less than
five (5) years from the date the matter is concluded. Outside counsel shall notify the
Attorney General no less than 30 days prior to destroying any file. Along with the
notification, outside counsel shall submit an inventory of any original documents
contained in the file to be destroyed and a certification that any electronic version of the file
also will be destroyed or deleted.
ELECTRONIC MAIL
To speed the delivery of correspondence and documentation between outside
counsel and the Office of the Attorney General and to reduce the environmental impact
of paper transmissions, the Attorney General requires, as a condition of engagement, that
outside counsel have reliable and secure e-mail service. All written correspondence,
reports and budgets, periodic reports and other documents and communications are required
to be delivered to the Attorney General via e-mail. Unless specifically requested or circumstances
indicate a special reason to do so, information transmitted via e-mail should not also be
transmitted by facsimile, mail, or otherwise.
Outside counsel should promptly notify the Attorney General by telephone whenever
there is an extended interruption in Internet service that prevents outside counsel from
sending or receiving c-mails.
All e-mail relating to Attorney General matters shall indicate the matter name, the
Authority’s matter number in the subject line of the email (account, loan number or
Attorney General’s Reference Number) and include the following (or a substantially
similar) confidentiality statement:
THIS E-MAIL AND ANY ATTACHMENT ARE PRIVILEGED AND
CONFIDENTIAL. IF YOU HAVE RECEIVE THIS E-MAIL IN ERROR,
PLEASE DESTROY IT IMMEDIATELY.
Outside counsel should be aware of and support the Attorney General’s effort to
utilize electronic transfer of information as the primary means of communicating
information to the Attorney General or the Office of the Attorney General. Transmittal of
documents (including pleadings, discovery requests, etc.) to the Attorney General must be
by e-mail.

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MEDIA CONTACT
Outside Counsel shall not make any statement to the media on behalf of the Attorney
General or relating to the Office of the Attorney General matters without the express
direction and approval of the Attorney General. Outside counsel may be asked on
occasion to assist in the development of media responses. All media inquiries,
including questions regarding the Attorney General’s relationship with outside counsel, must
be immediately reported to the Attorney General. Outside counsel should be alert to matters
and legal issues with the potential for media interest and make sure these matters are brought
immediately to the attention of the Attorney General.
EVALUATION AND FEEDBACK
The Attorney General intends to periodically review and evaluate outside counsel’s
performance. This assessment shall serve as a tool to improve our communications and to
provide constructive feedback to outside counsel. It may also facilitate consideration of
the Attorney General’s year-end review of outside counsel’s effectiveness and efficiency.
Outside counsel will be required to submit an action plan outlining the steps it will take to
remedy any deficiencies identified in the evaluations.
AUDITS
The Attorney General reserves the right to audit compliance with these Guidelines.
Audits may be announced or unannounced. Audits may consist of visits to the outside
counsel office where the work is being performed and review of the relevant files.
The law firm’s performance will be routinely reported and discussed with the Office of the
Attorney General’s or governmental entities receiving services from outside counsel.
EXCEPTIONS TO THE GUIDELINES
It is outside counsel’s responsibility to discuss with the Attorney General all questions
concerning the application of these Guidelines. If an exception to the Guidelines is deemed
necessary by outside counsel, a written request must be submitted and a written approval
must be obtained from the Attorney General. Requests for exceptions to the Guidelines
may be sent and approved via e-mail.
The Attorney General may develop standard sets of exceptions for some practice
areas. The standard exceptions will supersede these Guidelines only as specifically slated.
MANAGING LITIGATION
Reporting Significant Developments
Outside counsel shall notify the Attorney General immediately via e-mail of ciii
significant developments that may affect the outcome of a case or matter or that may cause a
budget to vary significantly. Outside counsel shall communicate via e-mail to the Attorney
General any request for information from the Office olthe Attorney General or any request for
a decision to be made by Attorney General relating to the matter. Such requests shall be
timely and allow the Attorney General a reasonable period of time to respond.
16

Outside Counsel must immediately norift the Attorney General via e—mail ofthefollowing:

Filings or threatened filings of a motion to compel discovery or
any motion for sanctions.

Notices to depose Office of the Attorney General or Government of the
Virgin Islands representatives.







All formal and informal offers to compromise litigation.
All actual or potential conflicts of interest.
All information related to the matter (hat may impact Office of the
Attorney General’s public relations.
Significant rulings by a court.
Assignments of trial, mediation, arbitration, and hearing dates.
Events that require the appearance or direct involvement of an Office of
the Attorney General representative.
All verdicts.

The notice to the Attorney General shall be concise but provide sufficient detail to allow
the Authority to make an informed decision, if one is required.
Preparing Quarterly Litigation Status Reports (Defensive Litigation)
Defensive litigation is deemed by Attorney General as litigation where Attorney General is
named as defendant. In these cases and as discussed further in these Guidelines, an Early
Case Assessment Report, including a settlement recommendation, shall be submitted to the
Attorney General not later than ninety (90) days after outside counsel has received the
complaint or other adverse notice (unless an exception is authorized by the Attorney
General). (See, Preparing an Early Case Assessment and Litigation Status Reports)
This Early Case Assessment shall become (he Litigation Status Report and must be
completed with sufficient detail to accurately reflect outside counsels efforts in investigating
and evaluating the case up to the reporting date.
The Litigation Status Report is an organic document that will be updated at quarterly
intervals to reflect the progress of the case. The Litigation Status Report must be completed
as fully as possible at any given reporting interval even though additional or different
information may eventually supplement or change the report, in addition to submitting the
Litigation Status Report, outside counsel shall continue to immediately report all significant
developments in the case to the Attorney General as otherwise required by these Guidelines.
At any time following submission of the Early Case Assessment Report, outside
counsel should be prepared to conduct a joint analysis of the evidence and applicable law at
the request of the Attorney General. This analysis should provide further guidance and focus
to outside counsel’s efforts regarding early case assessment and early resolution strategies.
During the pendency of the case, unless otherwise directed by the Attorney
General, outside counsel shall update the Case Management Report on a quarterly basis,
highlighting or otherwise identifying any additions since the last report was submitted.
17

However, in certain significant cases, the Attorney General may also request Monthly Litigation
Reports for defensive litigation cases.
The Attorney General will provide the accepted standard template for the Litigation
Status Reports. (See Exhibit D).
Preparing Monthly Litigation Reports (Offensive Litigation)
Offensive litigation is deemed by Attorney General as any litigation initiated by where
it appears as plaintiff; namely, collection of monies and foreclosure cases. Bankruptcy cases
are also considered Offensive Litigation for the purposes of these Guidelines. In these
cases, the Attorney General and the Unit that directly receives the services rendered by outside
counsel may request Monthly Litigation Reports. If requested to do so, outside counsel shall
submit the requested Report to the Attorney General via e-mail.
The Report shall be submitted not later than the fifth calendar day of each month in the
template approved by Attorney General and shall be entitled “Monthly Litigation Report.”
Preparing an Early Case Assessment and LitigatiDn Status Report (Defensive
Litigation Only)
Central to the Attorney General’s case management philosophy is Early Case
Assessment (ECA), a strategic litigation plan designed to achieve the earliest and most costeffective resolution of litigation consistent with Office of the Attorney General’s and the
Government of the Virgin Islands business objectives. The Office of the Attorney
General’s ECA procedures create a collaborative process between the Attorney General’s
outside counsel and the Attorney General, for evaluating the risk and potential exposure
presented by the matter so that the appropriate resolution strategy may be developed and
pursued at the earliest possible stage in the litigation.
The Attorney General has implemented an ECA process intended to assist the outside
counsel in the early evaluation of a case so that Attorney General can make an informed choice
among various strategic options at the earliest possible stage in the litigation. Those
options normally include:



early settlement;
alternative dispute resolution;
litigating the case to a point when settlement may become more feasible; and
Litigating the case to conclusion.

The objective ofEC’A isfor all involved to make a cancer ed effort to evaluate
the litigated matter stiff Icienily in the first 90 days after ills assigned to outside
counsel to determine whether settlement is efficient, responsible, and prudent
before engaging in protracted discovery, motion practice, or other expensive and
time-consumingjudicial procedures.
Each component of the ECA process is predicated on specific and focused efforts by
outside counsel and the Attorney General intended to provide consistency and
I8

predictability to the assessment. Deviation from the early case assessment process must be
discussed with and approved by the Attorney General. The information gathered during the
ECA process, along with any resulting assessment, shall be included in the ECA Report as
explained before.
The early case assessment process begins when outside counsel receives the
complaint or other adverse notice. Immediately after receiving the complaint, outside
counsel shall, with assistance from the Attorney General and management at the appropriate
facility or business unit, collect and organize as much relevant information as possible.
Outside counsel must obtain information sufficient to examine and thoroughly assess
key facts, witnesses, evidence, plaintiffs allegations and defenses of the Attorney General or
the Government of the Virgin Islands.
Outside counsel should be prepared to discuss the progress of early case
assessment, including an analysis of the evidence and applicable law, forty-five (45) days
after receiving the complaint or other adverse notice. This analysis should provide guidance
and focus to outside counsel’s efforts regarding early case assessment and early resolution
strategies.
PLEADINGS, MOTIONS AND OTHER DOCUMENTS (Defensive Litigation only)
Decisions to prepare and file substantive pleadings on behalf of the Attorney General
shall be made jointly by outside counsel and the Attorney General.
If requested by the Attorney General, outside counsel shall forward a draft copy of
substantive pleadings to the Attorney General for review and approval prior to filing. Any
pleading to be reviewed prior to filing must be submitted to the Attorney General no less
than five (5) business days before the riling deadline. The Attorney General and outside
counsel shall remain attentive to identifying legal and fact issues where the use of previously
conducted research may be helpful and cost.efficient.
Any affidavits prepared by outside counsel for signature by an Associate must be
reviewed and authorized in advance by the Attorney General for all kinds of litigation.
If requested by the Attorney General, outside counsel shall forward copies of all
substantive pleadings and significant correspondence to the Attorney General, including,
specifically, all dispositive pre-trial and post-trial motions, supporting memoranda and
responses, court orders, settlement correspondence, motions to compel or for
sanctions, pre-trial reports, jury instructions, judgments, proposed findings of fact and
conclusions of law, appellate briefs and, summaries of medical and expert reports.
DISCOVERY
Responding to Written Discovery
The Attorney General’s Civil Litigation Division will assist, when deemed
necessary, outside counsel in responding to interrogatories, requests for production
of documents, requests for admission of fact and other types of written discovery. Outside
counsel must clearly indicate when the responses are due.
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Objections to Discovery
Any discovery where personal information of the Attorney General is requested, such
as: spouse name, social security number, residential address, and names of family members, must
be objected by the outside counsel and not submitted to the Attorney General. Outside
counsel shall indicate if any other discovery requests are subject to valid objections.
Protecting Confidential Information
Outside counsel shall pTovide advice to the Attorney General with respect to the filing
of a motion for protective order relating to any privileged, confidential or nonpublic information,
including contracts containing dollar amounts, proprietary information, vendor agreements,
personnel files, nonpublic financial data, claim/litigation information and other malerial
of a sensitive nature. Outside counsel are expected to be sensitive to the Attorney General’s
right to protect or limit the disclosure of trade secrets and other confidential information,
including the personal health information of any Office of the Attorney General employee.
Motions to Compel and Request for Sanctions
If a motion to compel discovery, motion for sanctions or similar motion is filed against
the Attorney General, or the filing of such a motion is threatened by opposing counsel, outside
counsel shall immediately report it via e-mail to the Attorney General. Outside counsel shall
also, in consultation ii’ith the Attorney General, file an appropriate response to the motion,
prepare an appropriate response to the threatened motion or file a motion for protective order.
Outside counsel shall promptly and timely advice the Attorney General of any hearing
related to the motion and immediately notify the Attorney General of the court’s ruling.
Outside counsel shall promptly notify the Attorney General via email when it appears likely
that the testimony of the Attorney General, its employees will be required at a hearing or trial
related to issues of sanctions, discovery abuse, etc.
Sanctions for discoven’ violations ii’ill not be tolerated and may result in the immediate
terminal ion ofoutside counseL
Depositions of Specific Associates
Requests to depose specific Office of the Attorney General or Government of the
Virgin Islands employees shall be promptly communicated via e-mail to the Attorney
General. Scheduling of depositions and any related preparation, will be coordinated
between the Attorney General and outside counsel.
Requests to depose other specifically named Justice personnel shall also be
communicated to the Attorney General. The Attorney General will assist outside counsel in
identifying and locating any case-related deponent.
SETI’LEMENT & ALTERNATIVE DISPIJTLt RESOLUTION
The Attorney General encourages early settlement discussions when the settlement of a
20

litigated matter is consistent with the best interests of Attorney General and the Government
of the Virgin Islands under the circumstances. Outside counsel should bring settlement
opportunities to the Attorney General’s attention. The Attorney General must authorize any
settlement communications. The business person with whom outside counsel may work to
obtain information or who represents Attorney General at trial or mediation does not have
authority to direct outside counsel concerning settlement unless such authority has been
specifically delegated to the business person by the Attorney General. All
recommendations to settle a case and offers of settlement from opposing counsel shall be
promptly communicated to the Attorney General.
FILING APPEALS
Immediately following any appealable adverse decision entered against Attorney
General or the Government of the Virgin Islands, outside counsel shall noti& the Attorney General
of the decision via c-mail and provide the Attorney General with the following information:





A summary of any grounds for appeal;
Whether the alleged error was preserved;
The standard of review for each ground for appeal;
A statement of applicable post-trial deadlines;
Outside counsel’s estimate of success on appeal; and
Outside counsel’s estimate of fees and costs associated with pursing an
appeal.

The decision to appeal any adverse decision will be made by the Attorney
General and communicated to outside counsel.
INVOICING FOR LEGAL SERVICES
The Attorney General views every bill from outside counsel as a certification by the firm
that the legal services and disbursements reflected on the bill are reasonable for the
legal matter involved and necessary for the proper provision of legal services.
Attorney and paralegal time and disbursements that are not necessary for the costeffective handling of the legal matter should be deleted. We expect outside counsel to
refrain from billing non-billable time or expenses as outlined in these Guidelines.
Compliance with this procedure will avoid delays in processing invoices.
The Attorney General will pay for actual services rendered at rates established and agreed
to in advance as per the corresponding engagement letter. Hourly rates will remain fixed for the
duration of the representation on a particular matter unless otherwise agreed. Support
services (secretaries, word processors, proofreaders, managing clerks, information system
technicians, librarians, computer operators, etc.), including overtime, are part of outside
counsel’s normal overhead and will not be reimbursed. Time spent preparing, discussing or
supporting outside counsel’s invoices will not be reimbursed.
Absent a specific agreement for an alternative fee arrangement, outside counsel fees
shall be computed by applying the negotiated hourly rate to the time for the services
expended. Hours shown must accurately reflect the time spent on the described activity and
2!

must either be the exact amount of time or the exact time rounded up or down, as the case
may be.
All charges must reflect the work performed within the billing period. The Attorney
General may question and refuse to pay any charges incurred more than 90 days prior to a
statement’s listed billing period.
The Attorney General may establish volume discount programs with certain preferred
outside counsel who provide a significant amount of high quality legal service to the
Attorney General. In addition to volume discounts, the Attorney General will consider
alternatives to traditional hourly billing, including fixed-fee arrangements, reduced hourly
rates with incentive bonuses, value billing, negotiated discounts and blended rates. The Attorney
General has adopted alternative fee arrangements in appropriate circumstances and encourages
outside counsel to propose them.
The Attorney General it’ll! promptly terminate the services’ of any outside counsel whose
billing practices raise questions about the outside counsel’s integrity, honesty or compliance
with the applicable rules ofprofessional conduct.
Line Item Entry Guidelines
Outside counsel should review each invoice to determine that each line item clearly
and succinctly describes the task performed and the legal reason for the task if the same is
not apparent from the task description itself. It is the responsibility of the Attorney General to
ensure the accuracy and reasonableness of each invoice and line item. The Attorney
General reserves the right to reduce or reject any invoice or invoice line item because of a
failure to comply with these Guidelines; because an invoice line item is unclear or
unreasonable or for any other valid and reasonable purpose.
Task descriptions should be written in plain English. The purpose for the task should
either be plain from the context or should be succinctly described. Avoid using names and
instead identify people by their roles in the matter or litigation, (e.g. do not refer to “B.
Smith,” instead refer to “plaintiffs counsel,” “co-defense counsel,” “plaintiff,” “codefendant,”
etc.).
Timekeepers
Hourly rates for partners, associates, paralegals and other timekeepers shall be set by
agreement at the commencement of each engagement. The Attorney General seeks to
engage the most qualified counsel in each market area at reasonable costs. The
Authority generally imposes caps on timekeeper rates that are determined by competitive
market conditions for similarly qualified law firms in the geographic area. In addition to
consideration of rates charged by outside counsel, the Attorney General pays particular
attention to the efficiency of outside counsel’s work.
Outside counsel should make every effort to identi& only those timekeepers who are
required to perform work for the Attorney General and request approval of rates for those
timekeepers only. Outside counsel should seek approval or provide hourly rates for any
attorney in their firm performing legal work for the Attorney General.
3

Request for Rate Increases
Outside counsel rate increase requests shall be prepared by outside counsel. The
request should be in the form ofa letter, on law firm stationary, addressed to theAttorney
General. The letter requesting a rate increase should be reduced to a PDF or Microsoft Word
document and attached to an email, but the request itself should not be in the form of an email.
The letter should include all of the law firm’s legal professionals and office locationsfor which an
increase is requested.
The rate increase requests letter should address the following specifics:
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A summary of the firm’s relationship with Office of the Attorney
General including a description of the kinds of matters for which the
firm has provided representation.
A summary of the rates the firm has charged for the Attorney General
work over the past five (5) years.
A description of each time the firm has made a rate increase request
over the last five years, the dates and details of each request, whether
the request was granted, and if an increase was granted how much the
increase was for.
A detailed justification for the rate increase. Be sure that the reasons
you cite and the facts you provide support your rate increase and
establish a business case to justif’ your request.
Assurances that the Attorney General is getting the firm’s most preferred rates.
The names of the authorized law firm time keepers affected by the rate
increase request, their current rate and the suggested rate increase for
each.

The Attorney General reserves the right to deny rate increases in total or by line item.
Any rate increase request that is approved will not be effective until the start of Office of the
Attorney General’s next fiscal year (October 1).
INVOICING FOR DISBURSEMENTS AND EXPENSES
The Attorney General will reimburse outside counsel for reasonable, documented and
itemized out-of-pocket disbursements and charges incurred on behalf of the Attorney General,
with the exceptions and limitations set forth in these Guidelines. Outside counsel’s invoices
to the Attorney General should reflect the actual costs and should not include any markup.
Court Reporter Expenses
The Attorney General will reimburse outside counsel for actual costs incurred for court
reporters and transcripts. We will pay for only one copy (electronic and hard) of a transcript.
Outside counsel should obtain the lowest possible charge for court reporting fees, including
any possible volume discounts. Transcription expenses must identify the court reporter and
the services provided (i.e., number of transcripts or pages, hard copies or tapes, etc.).

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Express Mail and Couriers
The Attorney General and the Office of the Attorney General discourages the use of
express mail and courier services for both cost and environmental reasons. When an alternative
electronic means for exchange of documents (e.g., e-mail) is reasonably available, The
Attorney General will not pay express mail charges. If electronic or facsimile delivery is
unavailable, the Attorney General will reimburse outside counsel only for reasonable and
necessary delivery charges. Charges for time spent preparing express mail packages are part
of outside cotjnsels overhead and are not reimbursable.
Printing, Photucopving and Scanning
TheAttorney General will reimburse for photocopying charges in accordance with
the rate schedule. If the nature of the project makes an outside copying service more economical
and confidentiality is not an issue, we expect outside counsel to make those arrangements.
The Attorney General will not reimburse fees incurred by a timekeeper for printing or scanning.
Facsimile Transmissions
The Attorney General will only pay for facsimile charges in accordance with
the rate schedule.
Telephone Charges
The Attorney General will only pay for reasonable long-distance charges. The Attorney
General will pay for actual attorney time or legal professional time spent on the phone
conducting Attorney General or Government business. Except under unusual circumstances
approved in writing by the Attorney General, the Attorney General will not reimburse cellular
telephone charges.
Third-Pait’ Services
The approval of the Attorney General must be obtained in writing prior to retaining
any third-party services other than legal-process servers and court reporters. Tins section and
these Guidelines do not apply to the retention of expert i,’itnesses. Please consult the Attorney
General regarding retention and management ofexpert is’itnesses.
Outside counsel shall be responsible for ensuring that there are no conflicts between
any third party and Attorney General and the Office of the Attorney General. In addition, all
arrangements with third-party vendors should include an appropriate undertaking of
confidentiality. The fee and disbursement policies as outlined in these Guidelines shall be
followed by third panics.
Invoices from third-party vendors should be paid directly by outside counsel, and
incorporated into outside counsel’s invoice to the Attorney General. Copies of third-party
invoices should be submitted with she corresponding invoice.

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Alternatives to Travel Encouraged
Alternatives to travel such as conference calls or videoconferences are strongly
encouraged and should be used by outside counsel whenever practicable.
Air Travel
Any air travel expense must be first approved by the Attorney General.

Automobile Travel
The Attorney Genera! will only pay for automotive travel in accordance with the rate
schedule. The Attorney General will not reimburse outside counsel for mileage rate for
automobile travel.
Expense Reimbursement
To ensure compliance with the Attorney Generals reimbursement policy, all firms
are required to submit itemization of all expenses.
Non-Billable Time

The following examples are not all-inclusive but represent many items for which
the Attorney General will not reimburse outside counsel:

Time spent preparing invoices, completing time slips or resolving
billing questions.

Time spent by paralegals performing clerical, secretarial or
administrative work.
Time spent by attorneys performing paralegal work. (The Attomey General
requires assignment of tasks to the lowest acceptable lev& for
efficient, competent service. Compensation will be adjusted to the
lowest acceptable level determined to be appropriate by the Attorney
General.)

Time training a new staff member, attorney or paralegal or time incurred
as a result of staffing changes made by outside counsel.

Time spent on staffing issues.

File creation, organization and maintenance, including data entry, input
of project or matter information in outside counsel’s financial billing
system or litigation support system, labeling, binding, indexing and sorting
documents, reorganizing, re-filing and storage preparation, document
disposal and retrieval of documents.

Internal conferences.
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Other administrative support services such as those performed by library
and computer or information systems.

Time or expenses in connection with continuing legal education.

Time exceeding the maximum allowed for the preparation of Reports.

INVOICING PROCEDURES
Only original signed invoices in paper will be accepted by the Attorney
General.
Traditional Paper Invoices
The timing and content of invoices submitted by outside counsel must follow these
requirements:



Original invoices should be submitted monthly.
Invoices should be received no later than 30 days after (lie end of a billing period.
The Attorney General has the right to withhold payment for any portion of the
invoice that (he Attorney General determines is not in compliance with these
Guidelines.
Multi-matter invoices shall not be submitted except for general matters that
are previously approved by the Attorney General.
Every invoice shall be printed on outside counsel letterhead and include
the following details:
i.
ii.
iii.
iv.
v.
vi.
vii.
viii.
ix.
x.
xi.
xii.
xiii.

Outside counsels federal tax identification number;
Invoice date;
Invoice number;
The Attorney General reference number (Account or Loan Number
in Offensive Litigation; or Civil Case Number in Defensive Litigation
Cases)
Outside counsel matter number,
Matter name (please provide the full name of the matter);
The date the service was performed;
The name of the timekeeper performing the service;
A clear and specific description of the service performed;
The amount of time spent performing the service;
The rate of the timekeeper performing the service;
The total costofeach time entry;
A timekeeper summary reflecting the total time spent by each timekeeper
on the matter for the billing period, the hourly rate and the total amount
charged. (This summary should list each individual timekeeper by
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xiv.

xv.
xvi.

category (i.e., partner, associate, paralegal and other) with a subtotal of
hours and amount by category.);
Disbursement summary listing expenses for each matter by, date,
description and cost with a subtotal of amount by expense. Descriptions
must provide sufficient detail to allow for determination of reimbursement
in accordance with these Guidelines, e.g., the invoice should specify the
number of photocopies made as well as the charge for the copies.
Outside counsel case manager’s name; and
A statement indicating whether the firm is exempt from withholding.

Final invoices should be submitted promptly after the matter is concluded and
should clearly indicate on the face of the invoice that it is the final invoice for the
matter.
Fees and expenses should be listed, identified and totaled separately.

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