Federal_Litigation_ITQ_Draft_Agreement_.docx

PROFESSIONAL SERVICES AGREEMENT FOR OPEN-END

OUTSIDE COUNSEL LEGAL SERVICES

Table of Contents

PROFESSIONAL SERVICES AGREEMENT FOR OPEN-END OUTSIDE COUNSEL LEGAL SERVICES

Made , between THE CITY OF PITTSBURGH, a Municipal Corporation of the Commonwealth of Pennsylvania, hereinafter called "CITY," and , hereinafter called the "COUNSEL”; and WHEREAS, CITY through its Department of Law, hereinafter called “Department”, desires to secure legal services to support CITY with anticipated, pending, or potential litigation, on an as-needed basis; and WHEREAS, COUNSEL represents that it has the present capacity, experience and qualifications to perform these legal services for CITY as further specified in this AGREEMENT; and WHEREAS, CITY issued an Invitation to Qualify No. (“ITQ”) on , for the provision of legal services and the COUNSEL’s ITQ Response (“Response”) was selected as qualified for the provision of said legal services; and WHEREAS, CITY desires to engage COUNSEL upon the terms and conditions included herein and COUNSEL is willing to accept such engagement upon such terms and conditions.

NOW, THEREFORE, in consideration of the mutual promises and intending to be legally bound hereby, the parties hereto agree as follows:

ARTICLE I. DEFINITIONS

As used in this AGREEMENT, the following terms will have meanings set out below:

Addition: An executed supplement to existing Representation Documents that increases or decreases the scope of authorized Services or amount of available compensation.

AGREEMENT: means this AGREEMENT and includes all recitals and exhibits incorporated herein by reference.

Answer: means the response of COUNSEL to a Request specifying whether COUNSEL will accept the work and providing other information as necessary.

CITY: means the City of Pittsburgh, a Municipal Corporation of the Commonwealth of Pennsylvania.

COUNSEL: means the individual, partnership, corporation, association, joint venture, or any combination thereof, of attorneys that have entered into this AGREEMENT to provide legal services to the CITY.

Department: means the CITY Department of Law. Director: means the Solicitor of CITY.

Project: means a particular matter of anticipated, pending, or potential litigation.

Notice-to-Proceed: means a confirmation provided by CITY to COUNSEL that shall formally obligate COUNSEL to the performance of Services to complete a Project pursuant to this AGREEMENT, the Request, and Answer.

Representation Documents: The collective terms and conditions governing COUNSEL’s performance of a Project including the AGREEMENT, Request, Answer, Notice-to-Proceed, and Additions, if any.

Request: means a request for Services by CITY to COUNSEL to complete a Project.

Services: means the legal services required by COUNSEL to complete any Project and includes all labor,materials, equipment and services to be provided by COUNSEL.

II. PERFORMANCE OF SERVICES

II.1 COUNSEL agrees that it is capable, qualified, and willing to provide CITY with Services, as further defined in Exhibit “A-1”, subject to all terms and conditions of this AGREEMENT and applicable professional standards, on an as-needed basis.

II.2 COUNSEL shall only provide Services to CITY if COUNSEL receives a Notice-To- Proceed from CITY. COUNSEL acknowledges that there is no guarantee under this AGREEMENT that COUNSEL will receive a Notice-To-Proceed and therefore there are no guarantees that COUNSEL will be authorized to perform any Services hereunder or receive any compensation.

II.3 The process for issuance of a Notice-To-Proceed is as follows. If CITY seeks COUNSEL’s Services on a Project, the CITY will provide a Request to COUNSEL describing the Project scope. Upon receipt of a Request, COUNSEL agrees to provide an Answer within ten business days. If COUNSEL declines the Request, COUNSEL must provide a reason for its denial in its Answer. The CITY reserves the right to provide any or no response to an Answer and COUNSEL understands that COUNSEL’s provision of an Answer in no way limits CITY to any particular course of action. If CITY elects to proceed with COUNSEL for the Project, CITY shall issue a Notice-To-Proceed, that obligates COUNSEL to performance of Services pursuant to the terms and conditions of this AGREEMENT as well as the relevant Request and Answer (collectively the “Representation Documents”.

II.4 COUNSEL’s performance of Services shall be limited in scope and compensation to the Representation Documents. COUNSEL acknowledges that any Services provided outside of the Representation Documents shall not be eligible for compensation, reimbursement, or other payment. Furthermore, payment shall not be available in excess of any not-to-exceed limits in the Representation Documents.

II.5 If a Project requires additional Services or expenditures outside of the Representation Documents, such Services shall not be authorized or eligible for compensation unless such additions are contained within an Addition executed by both the CITY and COUNSEL. COUNSEL shall at all times, without additional compensation, correct any errors, defects, deficiencies or omissions in COUNSEL’s Services.

III. COMPENSATION

III.1. COUNSEL shall list all hourly rates of compensation for all personnel performing Services on the attached schedule incorporated herein as Exhibit “A-2”. COUNSEL must additionally list all categories of anticipated costs for which reimbursement would be sought with any rates as applicable.

III.2. COUNSEL shall utilize the rates and information contained in Exhibit A-2 to compute a not-to-exceed amount for cost of Services on a Project. COUNSEL shall include this not-to- exceed amount in its Answer. COUNSEL may only utilize the content of Exhibit A-2 for its computation unless it is offering rates or costs lower than those in Exhibit A-2. Any billing using rates in excess of Exhibit A-2 or not otherwise included in Exhibit A-2 shall not be eligible for compensation. The CITY will have no liability for any fee, cost or expense above this figure.

III.3. CITY will not have any liability nor will COUNSEL have any recourse against the CITY for any compensation, payment, reimbursable expenditure, cost or charge above the not- to-exceed amount for a Project contained in the Representation Documents.

III.4 COUNSEL will submit invoices for payment not more than once a month using only a CITY approved invoicing form. All expenses must be fully itemized and must set forth the time, by item, expended by each attorney and paralegal in your office, together with their hourly rates and a description of the work performed for each unit of time. Invoices must be certified by COUNSEL as to their accuracy and must be sufficiently detailed and accompanied by supporting documentation to allow for a reasonable audit of expenditures. COUNSEL will furnish copies of any additional records requested by CITY for consideration of an invoice. The CITY will make reasonable efforts to pay an invoice within 30 days of the date that CITY approves the invoice.

III.5. Upon completion of any Project, any final invoice for payment must be received within ninety (90) calendar days. If COUNSEL’s invoices are not received within this timeframe, then any and all rights to payment of said invoices may be forfeited.

III.6. COUNSEL must obtain prior written approval from CITY prior to initiating expenses for any major disbursements including but not limited to outside investigators, expert witnesses, substantial duplication of documents, electronic discovery practices, and/or travel expenses. Estimates of all such expenses shall be provided in a budget as requested by CITY.

III.7. Expenses for meals and in-City travel will not be reimbursed by CITY. Expenses for out-of-town travel must be pre-approved by CITY for eligibility of compensation.

III.8. The CITY reserves the right to deny compensation for billing practices deemed abusive, needlessly duplicative, or otherwise unacceptable including but not limited to: 1. Excessive, repetitive, unnecessary, duplicative revisions of pleadings, documents, correspondence, etc.; 2. Unnecessarily rotating assignment to attorneys unfamiliar with the assignment; 3. Excessive inter-office conferencing; 4 billings for administrative or ministerial tasks that are properly charged to overhead; 5. Billing for secretarial, word processing or other clerical time.

IV. TERM AND TIMING

IV.1. This AGREEMENT will remain in full force and effect for two (2) years from the date first set forth above. By mutual consent of the parties for each extension, the term of this AGREEMENT may thereafter be extended for up to two successive periods of one (1) year each (each a “Renewal Term”), with each Renewal Term subject to the same terms and conditions set forth herein including any amendments to this AGREEMENT since execution. In the event that COUNSEL is engaged in completing a Project with Representation Documents, this AGREEMENT will remain in effect until termination of the Representation Documents. No new Project may be assigned after such expiration date.

IV.2. COUNSEL acknowledges that TIME IS OF THE ESSENCE for all dates, deadlines, or timelines under this AGREEMENT and any Representation Documents.

V. CONFLICT OF INTEREST

V.1 COUNSEL warrants that, by entering into this AGREEMENT, COUNSEL is currently of free of conflicting interests. COUNSEL will remain free of conflicting interests and the appearance of impropriety at all times during the term of this AGREEMENT. COUNSEL shall immediately advise CITY upon discovery of a conflict or potential conflict, even if COUNSEL believe that the matter does not amount to a directly adverse potential conflict.

V.2 Requests to waive an actual or potential conflict must be made at the earliest possible time after discovery of the conflict. Such requests must be made in writing and must set forth all relevant facts about the conflict. CITY will consider conflict waiver requests in its sole discretion on a case-by-case basis. No general, prospective or unlimited waivers will be considered or binding upon CITY.

VI. COORDINATION WITH THE CITY

VI.1. The personnel identified in any Representation Documents are to remain assigned to a Project throughout its duration and may only be substituted with approval of the City or due to temporary or permanent separation of employment from COUNSEL. Director maymake written request for the prompt removal of any personnel assigned by COUNSEL. The COUNSEL must respond to the CITY within five (5) business days of receipt of such request with either the removal andreplacement of such personnel or an alternative satisfactory to CITY. Any removal and replacement will not result in an increase in costs or fees hereunder.

VI.2 COUNSEL agrees not to divulge or release any information developed or obtained in conjunction with any aspect of its performance of this AGREEMENT, except to authorized CITY personnel or in response to any federal, state, or local government directive or judicial order.

VI.3 COUNSEL will keep CITY updated fully, regularly and in a timely manner about a Project including but not limited to any developments, received correspondence, pleadings, all dates and deadlines, hearings, discovery matters, trial matters, negotiations, mediations, meetings, as well as consultations on strategy and tactics. COUNSEL will respond promptly to any CITY requests. When sending documents for comments, COUNSEL will send such documents in an editable format, preferably Microsoft Word. When documents are sent to opposing counsel or filed electronically, COUNSEL will ensure that documents are stripped of hidden metadata (e.g., internal comments, previous editors of the document, etc.) before transmission.

VI.4. COUNSEL will not retain any consultants, expert witnesses or local counsel without prior written approval from the CITY. CITY reserve the right to select service providers and/or make arrangements directly. In the event that CITY has a preferred provider for support services, you must use these suppliers unless otherwise directed.

VI.5 COUNSEL will immediately provide any pleadings received from third parties, including any immediate response dates to CITY. COUNSEL shall not respond or file without affirmative authorization from CITY. All responses or filings made by COUNSEL shall be immediately forwarded to CITY. COUNSEL may be required to prepare and file answers, requests for discovery, other pleadings, or non-litigation documents. COUNSEL may likewise be required to finalize and file answers, requests for discovery, other pleadings, or non- litigation documents prepared by CITY.

VI.6 COUNSEL may not advance any discovery matter without authorization of CITY. COUNSEL must immediately forward any document requests, interrogatories and other demands for discovery by opposing parties to CITY, upon receipt. When forwarding any such documents, COUNSEL will indicate any objections it has to the discovery as well as the response date. COUNSEL shall indicate all dates of deposition requests to CITY and COUNSEL is expected to only field one attorney at such depositions unless otherwise approved by CITY. COUNSEL shall not waive the right of CITY personnel to review and sign their depositions without CITY’s consent. CITY reserves the right to request protective orders as needed to protect confidential information.

VI.7 COUNSEL shall obtain prior written approval of CITY prior to commencing legal research on any matter.

VI.8 COUNSEL shall make no decision to try, settle, or appeal a case without the written authorization of the CITY. Under no circumstances may COUNSEL agree to settle a case on CITY’s behalf or release any substantial right, or otherwise commit the City on any major issue without prior written approval of the CITY.

VI.9 COUNSEL shall include CITY’s designated legal representative, on all written correspondence to CITY personnel as well as any in-person or telephonic conversations with CITY person. No CITY personnel shall be consulted by COUNSEL without of approval of CITY’s designated legal representative.

VI.10 COUNSEL shall make no statements to media regarding any Project without prior approval of the CITY.

VI.11. During the term of this AGREEMENT, CITY reserves the right to change its template forms and internal procedures with respect to invoicing, Representation Documents and other documents issued to COUNSEL. COUNSEL will receive notice from CITY thirty (30) days prior to such changes taking effect. After taking effect, such changes will apply to all future assigned Projects and Representation Documents. For Projects and Representation Documents assigned prior to the effective changes, such changes will apply only with COUNSEL’s consent.

VI.12. The CITY’s review, approval or acceptance of, or payment for, any of the Services or deliverables arising therefrom, required under this AGREEMENT shall not constitute any representation, warranty or guaranty by the CITY as to the substance or quality of the matter reviewed, approved or accepted and shall not be construed to operate as a waiver or estoppel of any of the CITY’s rights or privileges under this AGREEMENT or of any cause of action arising out of the performance of this AGREEMENT. COUNSEL shall not have any right to rely in any way on the City’s review, approval or acceptance of COUNSEL’s Services or any deliverables produced therefrom. Review, approval or acceptance by the CITY under this AGREEMENT shall not constitute approval otherwise required by any City of Pittsburgh department, board, commission, or other regulatory agency in the exercise of such department’s, board’s, commission’s or agency’s independent regulatory authority or police powers under applicable law.

VII. TERMINATION

VII.1. The CITY may terminate this AGREEMENT for any reason or no reason at any time, without cause or liability, by Director giving COUNSEL ten (10) days advance written notice of the intention to terminate. The COUNSEL may only terminate this AGREEMENT following a material breach by CITY, if not cured within sixty (60) days fromthe date of CITY’s receipt of a written statement from COUNSEL specifying its breach.

VII.2 Upon termination and request by the CITY, COUNSEL will collect, assemble and transmit to the CITY all Data, as such term is understood in Article VIII, in such state of completion as may exist as of the effective date of the termination or suspension. All Data shall be clearly labeled and indexed to the satisfaction of the CITY and immediately delivered to the CITY by COUNSEL on a date determined by CITY in its request. Furthermore, immediately upon delivery of Data, COUNSEL will destroy any and all copies of any Data that are in their possession, whether on paper or in electronic or other form and will certify in writing to CITY that there has been full compliance with this section.

VII.3. The COUNSEL will have no recourse or remedy from any termination of this AGREEMENT except to receive monies due for Work performed in complete compliance with the AGREEMENT, as full and final settlement of any claim, action, demand, cost, charge or entitlement it may have, or will, have against the CITY, its officials or employees.

VII.4 If the COUNSEL fails to comply with any term, condition or obligation of the AGREEMENT, then the COUNSEL will be in default. The Director will provide written notice to the COUNSEL as to a finding of default, and the COUNSEL will take all necessary action to cure said default within thirty (30) days or as designated in the notice of default. If the default has not been corrected to the satisfaction of CITY in that time, COUNSEL has committed a material breach and the CITY may immediately terminate the AGREEMENT.

VII.5 The COUNSEL understands and agrees that any termination of this AGREEMENT will not release COUNSEL from any obligation accruing prior to the effective date of termination. The COUNSEL further understands that termination will automatically terminate any Work assigned under this AGREEMENT.

VII.6 In the event of material breach, the COUNSEL will be liable to the CITY for all expenses incurred by the CITY in preparing and negotiating this AGREEMENT, as well as all costs and expenses incurred by the CITY in the re-procurement of the Services, including consequential and incidental damages. Further, CITY may complete any Services assigned to COUNSEL and COUNSEL will be liable to CITY for all reasonable costs in excess of what the CITY would have paid COUNSEL had there been no termination for material breach. The provision shall not be construed to limit CITY remedies against COUNSEL in the event of material breach, which shall only be limited to any and all remedies available at applicable law

VIII. DATA OWNERSHIP AND USE

VIII.1. Any and all records, documents, and data furnished by the City to COUNSEL in relation to the work required under the Contract; and all deliverables, work product(s), items of work, and other documents, records, renderings, information or data created by COUNSEL as part of, or to perform work required under, the Contract (hereinafter collectively referred to as “Data”), will belong solely and exclusively to CITY and will be made available, within three business days on request and without condition, to the CITYat any time during the performance or upon completion or termination of thisAGREEMENT.

VIII.2. COUNSEL hereby assigns all statutory and common law copyrights to CITY of any Data that in part or in whole was produced from this AGREEMENT, including all equitable rights. No Data shall be the subject of an application for copyright by COUNSEL. COUNSEL shall, at its own expense, defend all suits or proceedings instituted against CITY and pay any award of damages or loss resulting from an injunction,against CITY, insofar as the same are based on any claim that any Data constituted an infringement of any patent, trade secret, trademark, copyright or other intellectual property right.

VIII.3. Upon request, COUNSEL shall make available to CITY a copy of Data created by COUNSEL or received from COUNSEL by CITY at any time, at no cost to the CITY. Any Data in electronic mediums including computer documents, tapes, disks, or other media, shall be placed into a format satisfactory to the City at no additional cost.

VIII.4 COUNSEL and its employees, agents, subcontractors, suppliers, and any person or entity acting on its behalf (i) will maintain in strict confidence all Data; (ii) will not, without the CITY’s written permission, issue, divulge, disclose, publish, communicate, or distribute any Data to any person or entity except as may be strictly necessary to perform under the AGREEMENT; (iii) will not, without the CITY’s written permission, in any way use any Data for their businesses, research, or other advantage or gain (except as may be strictly necessary to perform under the Contract), including, without limitation, any use of Data in any presentation, demonstration, or proposal to perform work, to the CITY or to others, that may be conducted or created as part of their business activities or otherwise.

IX. AUDIT RIGHTS

The COUNSEL will keep adequate records and supporting documentation concerningits performance under the AGREEMENT. CITY reserves the right to audit, and inspect COUNSEL’s accounts and supporting documentation related to the AGREEMENT, during performance and for three (3) years after final payment under the AGREEMENT.

X. AMENDMENT, INTEGRATION, WAIVER, COUNTERPART

X.1 Except as otherwise provided herein, this AGREEMENT may not be amended, changed, modified, or otherwise altered in any respect, at any time after the execution hereof, except by a written document fully executed by both parties.

X.2 In the event of a conflict between Representation Documents and this AGREEMENT, the terms of this AGREEMENT shall control.

X.3 This AGREEMENT, as it may be amended from time to time, represents the entire and integrated AGREEMENT between the CITY and the COUNSEL and supersedes all prior negotiations, representations or agreements, written or oral.

X.4 Waiver by either party of a breach of any provision of the AGREEMENT will not be deemed to be a waiver of any other breach of any provision of the AGREEMENT.

X.5 This AGREEMENT may be executed in one or more counterparts, each of which shall be deemed an original, but all of which, taken together, shall constitute one and the same instrument.

XI. APPLICABLE LAW AND VENUE OF LITIGATION

This AGREEMENT will be interpreted in accordance with and governed by the laws of the Commonwealth of Pennsylvania. Any suit or action brought by any party, concerning the AGREEMENT, or arising out of the AGREEMENT, must be brought in Allegheny County, Pennsylvania. Each party will bear its own attorney’s fees except in actions arising out of the COUNSEL's duties to indemnify the CITY under Section XV where the COUNSEL will pay the CITY’s reasonable attorney’s fees.

XII. NOTICES

Whenever either party desires to give notice unto the other, such notice must be in writing, sent by registered United States mail, return receipt requested, and addressed to the party for whom it is intended at the place last specified. The place for giving of notice will remain such until it will have been changed by written notice in compliance with the provisions of this section. For the present, the parties designate the following as the respective places for giving of notice:

CITY COUNSEL

XIII. NO PARTNERSHIP

COUNSEL is an independent contractor. The AGREEMENT does not create a joint venture, partnership, employee relationship, or other business enterprise between parties. COUNSEL has no authority to bind the CITY to any promise, debt, default, or undertaking of COUNSEL. COUNSEL shall notify CITY of any COUNSEL personnel or any of COUNSEL’s subcontracted personnel who have any employment or other contractual relationship or agency relationship with the CITY.

XIV. INTERPRETATION

In the event of any disputes as to the interpretation of the terms of the AGREEMENT, the decision of the Director will be final. The titles, captions or headings of Articles, Sections and Exhibits in this AGREEMENT are inserted for convenience of reference only; do not in any way define, limit, describe or amplify the provisions of this AGREEMENT or the scope or intent of the provisions. All other citations of law referenced in the AGREEMENT shall refer to the statute referenced, as it may be amended or superseded from time to time.

XV. INDEMNITY AND LIABILITY

XV.1. COUNSEL agrees to indemnify, save and hold harmless CITY, its officers, and employees while acting within the scope of their office or employment from and against losses, costs, penalties, fines, claims, judgments, and damages, including court costs and reasonable legal fees, to the extent caused by: 1. the performance by COUNSEL of any Work under the AGREEMENT; 2. any act, error or omission of COUNSEL or of any agents, employees, licensees,; 3. any failure of the COUNSEL or any agents, employees, licensees, to conform to statutes, ordinances, rules, or other regulations or requirements of anyfederal, state, county, or city governmental authority or agency, or 4. any breach by COUNSEL of any of the terms, conditions or provisions of the AGREEMENT.

XV.2. Nothing in the AGREEMENT will be deemed to impose any liability or duty on CITY for any act, omission, liability or obligation of COUNSEL. COUNSEL will be solely responsible for both damage to property and all personal injuries, including death, to its agents, servants or employees, or to any other person, sustained by reason of the performance by COUNSEL of any Work hereunder, regardless of CITY’S participation through review or concurrence of COUNSEL’S action. Acceptance of the final payment by COUNSEL will be considered full release of all claims against CITY arising out of or by reason of the Work performed under the AGREEMENT.

XV.3. The provisions of this Article XV shall survive termination of this Agreement.

XVI. MINORITY BUSINESS ENTERPRISE (MBE) AND WOMEN'S BUSINESS ENTERPRISE (WBE) AND VETERAN OWNED BUSINESS (VOB) PARTICIPATION COUNSEL agrees to provide MBE, WBE and VOB participation in the Work hereunder as set forth in COUNSEL’S ITQ Response, or as such participation may be hereafter amended with the written approval of CITY. It is a term of this AGREEMENT that final payment will be conditioned on receipt by the CITY of a report from the firm detailing:

1. The dollar amount of the contract paid to MBEs along with the names and addresses of said MBEs;

2. The dollar amount of the contract paid to WBEs along with the names and addresses of said WBEs;

3. The dollar amount of the contract paid to VOBs along with the names and addresses of said VOBs;

4. An explanation of any failure to achieve the goals for MBE, WBE and VOB participation which had been represented to CITY prior to the award of the contract.

CITY intends to monitor the progress closely, including revising the practices and procedures from time to time as conditions warrant. As requested by City from time to time during the term of this AGREEMENT, COUNSEL must provide supplemental reports on MBE, WBE, and VOB participation as related to specific assigned Representation Documents.

XVII. INSURANCE

COUNSEL must carry insurance as follows, during the entirety of this AGREEMENT:

Individual Aggregate Occurrence Commerical General Liability Bodily injury, including death $1,000,000 $2,000,000 and property damage combined Automobile Liability Bodily injury, including death $1,000,000 and property damage combined Professional Liability $3,000,000 $5,000,000

Workers' Compensation Statutory

All policies, except professional liability, must be on an occurrence basis. The CITY must be named as an additional insured on all policies except professional liability and workers' compensation. All policies must be non-cancelable, except upon thirty (30)-day prior written notice to CITY. COUNSEL will ensure that all Sub-COUNSELs comply with these same insurance requirements. COUNSEL will not receive a Solicitation until delivering to CITY certificates of insurance, attached as Exhibit “D”, evidencing the required coverage. In the event that the term of said insurance will expire prior to the expiration of the term of this AGREEMENT or the completion of all Work required hereunder, whichever will occur later, COUNSEL will renew said insurance in a timelymanner and will promptly deliver a new certificate evidencing coverage. In addition, COUNSEL will maintain legal malpractice insurance coverage that is reasonable and prudent in relation to any particular assigned Project.

XIII. WORKERS' COMPENSATION

COUNSEL hereby certifies that it has accepted the provisions of the Pennsylvania Workers' Compensation and Occupational Disease Acts, as amended and supplemented, insofar as Work covered by this AGREEMENT is concerned, and that it has insured its liability thereunder in accordance with the terms of said acts, or has duly filed a proper certificate of exemption from insurance with the Pennsylvania Department of Labor and Industry.

XIX. ANTI-DISCRIMINATION

COUNSEL will not discriminate in its employment on the basis of race, color, religion, ancestry, national origin, place of birth, sex, age, disability, non-job-related handicap, or sexual orientation. COUNSEL will comply with the applicable provisions of the Pittsburgh Code, Title Six - Conduct, Article V – Discrimination. COUNSEL will also comply with the applicable provisions of Title I and Title II of the Americans with Disabilities Act (“ADA”).

XX. COMPLIANCE WITH LAWS

COUNSEL will fully obey and comply with all laws, ordinances and administrative regulations duly made in accordance therewith that are applicable to Work under the AGREEMENT. Nothing in this AGREEMENT is meant to limit or lessen an COUNSEL’s obligation to his/her client, as set forth in the Pennsylvania Rules of Professional Conduct.

XXI. ASSIGNMENTS

COUNSEL will not assign any part of the AGREEMENT or any rights to monies to be paid hereunder without the prior written consent of the CITY.

XXII. DEBARMENT AND DELINQUENCY

XXII.1 COUNSEL certifies by COUNSEL’s execution of this Agreement that neither COUNSEL nor any affiliated individual is prohibited from entering a bid or participating in a City of Pittsburgh contract by reason of disqualification, in compliance with Pittsburgh Municipal Code §161.22(b).

XXII.2 COUNSEL’S obligations pursuant to these provisions are ongoing from and after the effective date of the AGREEMENT through the termination date thereof. Accordingly, COUNSEL will have an obligation to inform the CITY if, at any time during the term of the AGREEMENT, it becomes delinquent in the payment of taxes, or other CITY obligations, or if it is suspended or debarred by the CITY, the Federal government, or any other State or governmental entity. Such notification will be made within fifteen (15) days of the date of suspension or debarment.

XXII.3 If any of COUNSEL’s taxes or municipal claims become delinquent and owing during the term of this AGREEMENT or prior to final payment by CITY, COUNSEL hereby grants CITY the right to set-off that indebtedness against any amounts owing to COUNSEL under the terms of the AGREEMENT. CITY reserves the right to apply set-off payments in whatever manner it deems appropriate.

XXIII. NO THIRD-PARTY BENEFICIARIES

Enforcement of the terms and conditions of the AGREEMENT, and all rights of action relating to such enforcement, are strictly reserved to the CITY and COUNSEL, and nothing contained in the AGREEMENT will give or allow any claim or right of action by any other third person under this AGREEMENT. It is the express intention of the parties that any person other than the CITY or COUNSEL receiving benefits under theAGREEMENT will be deemed to be an incidental beneficiary only.

XXIV. STATEMENT OF AFFILIATIONS

COUNSEL must file and supplement as needed, a Statement of Affiliations with CITY, attached hereto as Exhibit “E”, in compliance with Section 197.08(c) of the Pittsburgh Code. This Statement of Affiliations will include: 1. description of any contractual or other business relationship with CITY or any of its departments, agencies, boards, commissions or authorities, including the value of any contract or business relationship entered into during the three (3) calendar years previous to the execution of this AGREEMENT; 2. COUNSEL’S qualifications and experience for the performance of professional services to be rendered under this AGREEMENT; 3. An identification of COUNSEL’S principals, including the names and addresses of all owners or partners or shareholders andofficers, or, if COUNSEL is a public corporation, the officers, the members of the board of directors, and shareholders holding more than three (3) percent of the corporate stock.

XXV. PITTSBURGH HOME RULE CHARTER; LIABILITY OF CITY

This AGREEMENT is subject to the provisions of the Pittsburgh Home Rule Charter and the liability of the CITY hereunder is zero dollars ($0). This amount may be amended by execution and incorporation of Representation Documents as provided herein.

XXVI. AUTHORIZING RESOLUTIONS

This AGREEMENT is entered into by the City of Pittsburgh pursuant to Resolution No.

effective .

IN WITNESS WHEREOF, the parties hereto have duly executed this AGREEMENT on the day and year first above written:

By:

Title: (President, Vice President, or Partner)

CITY OF PITTSBURGH

EXECUTED AND APPROVED AS TO FORM:

City Solicitor

EXAMINED BY:

Assistant City Solicitor

COUNTERSIGNED:

City Controller

EXHIBIT A-1 - SCOPE OF PROFESSIONAL SERVICES

Legal counsel for personal injury and property damage defense, civil rights matters, intellectual property matters, labor negotiations and grievances, discrimination complaints, criminal defense, federal and state regulatory proceedings, tax collection services, and other miscellaneous legal matters.

EXHIBIT B – REPRESENTATION DOCUMENTS

REQUEST

for Legal Services on (Project Name/Number) Issued by City of Pittsburgh (“CITY”) to ( ) (“COUNSEL”) pursuant to Agreement (#####)(the “AGREEMENT”)

Date:

I. General Instructions Pursuant to the AGREEMENT, CITY issues this Request to COUNSEL for Services. COUNSEL shall complete the page marked below as the ANSWER and return to CITY within ten days for its Answer.

II. Project Information

III. Scope of Work

ANSWER

Date:

I. Contact Information

Contact Name:

Address:

Phone:

Email Address:

II. Accept/Decline I accept the Request in accordance with the terms below I decline the Request due to .

III. Compensation Payment for this Work shall be an amount not to exceed computed as follows:

For Lump Sum Items

For Hourly Rate / Not-to-Exceed Fee Items

IV. Special Terms or Conditions:

[COUNSEL NAME]

ATTEST: By:

Title: Title: (Secretary or Treasurer) (President or Vice President) (Corporate Seal)

NOTICE TO PROCEED

Date: Click here to enter a date.

Project Name/No:

I. Assignment and Funding

By signature below, City accepts COUNSEL’s Answer and assigns COUNSEL these Representation Documents by issuance of this Notice to Proceed. COUNSEL shall perform all Services in these Representation Documents for the total amount of . The City will not be liable for any fee, cost, expense, reimbursable expense or other compensation beyond this amount.

Fund

This amount may only be increased if additional funds are duly appropriated by the Council of the City of Pittsburgh and if the Representation Documents are supplemented with a duly executed Addition.

CITY OF PITTSBURGH

WITNESS: By:

City Solicitor

WITNESS: By:

Director, Office of Management and Budget

COUNTERSIGNED:

City Controller

EXHIBIT C

EXHIBIT D Insurance Certificate

EXHIBIT E

Statement of Affiliations

1. Name of Contractor:

Office address and phone number

2. List your qualifications and experience for performance of the contract.

3. Have you had any contractual or business relationships with the CITY within the past three years? Yes or No

If yes please give a brief description. Please include the dollar value of the contract of business relationship.

4. Please identify by name and address the contractor's principals including all owners, partners, or shareholders and officers. If the contractor is a public corporation identify by name and address the officers, members of the board of directors, and shareholders holding more than three (3) percent of the corporate stock.

Additional pages may be attached to complete the information herein requested.