CONTRACT FOR LEGAL SERVICES THIS im of THIS AGREEMENT, effective the 1st day of Decembery:2015-by and between the aw fi GuckleySandler LLP, hereinatter called "Firm, and the Office of Attorney General ofthe Commonwealth of Pennsylvania, hereinafter called the "AG." jeserivest in Whereas, the OAG requires professional and specialized legal services in matters this Agreement; and zed Whereas, the Firm is qualified and has 9 erform such professional andl special legal services; . mt read 0 pace Sa __,, Whereas, given the urgency of need for these legal services and the high degree of ‘specialized expertise necessary, itis appropriate to proceed with this Agreement, and NOW, THEREFORE, the OAG and the Firm, with the intention of being legally bourne! hereby, agree as follows: 1. Services: The Fitm shall perform the services described in this Agreement avi i", : Appendix A to this Agreement and otherwise shall comply with the provisions of this Agreement and the provisions of Appendices B through E of this Agreement, 2 The Firm shall be compensated for its services in accordance with the provisions of Appendix B of this Agreement, 3 35 et {The term of this Agreement {ial bo toe dato Term of Agreement: “ above through the conclusion of the work as set forth in Appendix A. The OAG pay the Firm for any services or work performed ot expenses incurred bef this Agreement or after its termination.form acceptable to the OAG. nit a monthly statement to the OAG setting ford [OF Ap pt s performed, the time spent in perfor the services, and all disbursements. ‘The Firm may redact informa'™l’ monthly statements as necessary to protect the independence of its Inve" 4 the (d) The Firm shall prepare and provide a final accounting, of all So a conclusion of the Matter, including. all appeals, in a form accel AG, arily on the 6. Conflicts: The Firm is engaged by the OAG, and will work pril a matters set out in Appendix A and not represent the Commorivealth generally. oF iS age" re oe Fritm has performed a detailed conflict of interest check prior to performing any servieess aN! 90 nt, shall have reported the results to the OAG, whieh si before the effective date of this Agreemer of interest that will materially affect the Firm's duties ev have determined that there is no conflict obligations to the OAG. During the course of this Agreement, the Firm shall not undertake 10 ations. I represent any other client if such representation will materially affect its duties or obligations. tunderstood that, by entering into this Agreement, the Firm shall not automatically be disqualifies from representing other clients in unrelated litigation and other matters in which OAG is a party and the OAG has no objection based on any actual or potential conflict of interest in such ma'ters as long as those other engagements are not the same or substantially related to the Firm's services under this Agreement, The Firm shall notify the OAG of any proposed or current representation of another client which is adverse to the OAG and might involve the same or a substantially related matter to the services provided by the Firm under this“Agreement so that the OAG can assess the circumstances to make a conflict determination, Where there is a disagreement between the parties to this Agreement as to whether or not the Firm has or may in the foreseesble future have a conflict of interest based on the same or a substantially related matter, the OAG'S determination shall be final and dispositive of the issue. Where the OAG determines that the Firiu!s representation of any client constitutes a conflict of interest because it involves the same or a substantially related matter, the Firm shall, within five days of receiving notice from the OAG of such conflict, withdraw from the representation of the client, unless such a law, order of a court of competent jurisdiction, the applicable Rules of P OAG waives such conflict.cof the interest 10, Subcontracting: Subcontracting, assignment, ot raster ofall oF PPE neg linow! cof the Fitm in this Agreement or In the services provided for by this Agreement ‘rilen approval ofthe OAG. im and against oY 11, Jndemaltys The Firm shail fndemully and defend the OAG fo" ANE AE imitd actions, liabilities, losses, costs, and expenses, including, PT Meg caused om and all elaiins, dew esis reasonable ‘atforneys" and other fees, asserted by third parties ("Claims"), whieh CFT by or arise from injuries or damages sustained by such third partes resulting oF BF er, nealigent act or omission oF intentionally wrongful act of the Firm or any of its OEE A ppondlix employees and/or representatives in relation to professlonal services provided PUT der the A. This Indemnity provision shall not apply to Claims for whieh payment 18 4VBKE Ss paragraph Firm’s professional tinbility insurance potioles, ‘The Indemnity obligation set forth Oo coed by tks only arises after a final adjudication of liability or an agreement to settlement @ lait Indemnity provision, is Agreement, this 12, ‘Termination: Notwithstanding any contrary proviston tn th vine IF he Agreement may be terminated by the OAG for good cause upon written notloe to the Ree OAG elects to términate for good cause, the Firm shall be entitled to reimbursement ‘agents; ‘approved expenses prior to the date of termination, es . for any 13, ‘Texinjriatlon: by the Firm: the Firm may withdraw from this ‘Agreement reason with the consent of the OAG of, without the consent of the OAG, for nonpayment of os invoice more than 45 days, after submission of an invoice or as,requirod Ry the rules AS Chall professional responsibility. Hoyever, in the event of Ick” of wporontal ee tsa t f rb eonply Wh ie les a iat be excused from timely payment, Any such withdiawal nt eee "the OXG's ‘onsent to withdrawal shall not be withbel applicable to the. practle unreasonably. i ul 1! The Birm shall comply, with.all epplleable: provisions of stale ulations aid Julio orders 10 no} ination and iar a jul aig rel pi id Fed titullons, | f and federal constitullons, laws, regu Pp isl employment opportuni elite pioiios of Re jual employment opportu Attached hereto a8 Appendlx © ac iiotporaet by reteronce, 15, Contnstor Tweety” Provisions The Fim ages to comply Contractor Integrity Provisions ‘which are ‘attached hereto ‘Appendix D in orp¢ reference, + The OAG shall have the right, 16, : rens0 designated by the oe tonite ae ° books, docutnents,.and records rola or pricing data for: tanta record ll support the pases Shared nd costs nurtn non Atsptto acai cut of, tx connection wills 2 “tt na rte ee she vel nx provided rm sue See ET v9, Pk Nothing In his the Yi wy nob hen ate Agreement sh) . conmuet ats to i hat ere ik Sar Rules of Professlonal Respotebiiy, tacos Te Apreement a andthe Finns obligations ond SE ip this ae tai ad a al tamed ion ie ‘emmys 3 Teed vem Jealous ae of TN WIENS WRIERLO, tho Office of Atos ena ha Canine Empl hy fated have canoe this gesnent 0 B® OFFIcK oF ArromNEY aReeAL OF ‘THE COMMONWEALTH OF crrORNBY GENERAL OF Sai conn en WEALTH OFAPPENDIX A DESCRIPTION OF SERVICES 1. The services referenced herein shall consist ofthe following: Provide legal services in support of investigative and prosecutorial work as set forth in paragraphs 1 and 2 below, 1... conducting an independent investigation and prosecution of any crimes under the Pennsylvania Crimes Code arising from or related to the use of Commonwealth e-mail communications systems reflected in the tens of thousands of emails, including those that Attorney General Iselsleen G- Kane provided to Supreme Court Chief Justice Ronald D, Castille on October 8, 2014, relating ‘matters including, but not limited to, improper disclosure of criminal investigative o* evand jury tatters and the viewing or transmission of sexually explicit, racially or otherwise diseriminatory OF illegal materials by any current or former member of the Office of Attorney General, sity member of the Judiciary of the Commonwealth of Pennsylvania and other publie officials, or other related acts that may jastas evidence of itaproper collusion, Jack of impartiality and independence, or ‘obstruction of court proceedings or other government functions Powers of [Attorney General’s Appointee] _ titeve whieh the [Appointee] c. Appealing any decision of a court in any case or proceeding in which the [Appo!” participates in an official capacity; 4. Reviewing all documentary evidence available from any source; €. Determining whether to contest the assertion of any testimonial privileges f. Receiving appropriate seourty clearances and, if necessary, contesting in cow ineludinBy where appropriate, participating in an in camera proceeding, any claim of privilene OF attempt to withhold evidence on grounds of security; g. Making ‘applications to any State court for a grant of immunity to any witness. consistent with applicable statutory requirements, or for warrants, subpoenas or other court orders and exercising the authority vested in the Attomey General or a district attorney; hh, Inspecting, obtaining or using the original or a copy of any tax return in acconanee with, applicable statutes and regulations; and Initiating and conducting prosecutions in any court of competent, indliments Sing infomation sal alae Commonwealth, aA:APPENDIX B. FEE STRUCTURE AND EXPENSES dito the shall submit monthly invoices to the OAG for services perform following person: Shari McGraw MBE, SPAR Director of Management Services 14" Floor Strawberry Square Harrisburg, Pennsylvania 17120 2, The OAG shall make best efforts to make payments on the invoices within 30 «lays 3. The Firm's costs, expenses and compensation are to include the following: (@) Reasonable costs inourred in the course of performing the services as assigned \nder this Agreement shall be reimbursed, (b) Reasonable expenses for travel, meals and lodging, incurred by the Firm to fultill the Firm's obligations under this Agreement. (©) When Court Reporters are required to be used by the Firm, itshall order the court reporting services from the list of Court Reporters maintained by the Department of General Services.APPENDIX € SLAUSE, NONDISCRIMINATION CLAUSE/SEXUAL HARASSMENT CLAU! During the term of this Contract, the Firm agrees as follows: eo uf work, OF D deieehe hiting of any employees for the manufacture of supplies, performa or any person any other activity required under this Contractor any sub mntract, the Firm, subcontractor, oF tl’ P acting on behalf of the n or subcontractor, shall not, by reason of gender, race, creed, oF cole! diseris erform the te against any citizen of this Commonwealth who is qualified and available to pert! Work to which the employment relates, 2 rani tet the Flem nor any subcontractor not any person on tl beh shall nay net discriminate against or intimidate any emptoyee involved in the manufecture o Peers, perfomance of work, or any ater activity required under this Contract on account of gene 1% or color. harassinent 3. pany wee Fit and each subcontractor shall establish and maintain a waitten meas policy and shall inform their employees of the policy. The policy must contain a notice that se harassment will not be tolerated and employees who practice it wil be disciplined, 4, ‘The Fitm and each subcontractor shall not discriminate by reason of gender, race, oreed, ‘or color against any subcontractor or supplier who is qualified to perform the work to which this Contract related, lecting the necessary forms supplied by the OAG or the Dep Operations, : Lehsion with, policy, management directive or any other published standard of the Commonwealth itt 6°" isclosed performance of work under this contract, except as provided in this contract. tor, subcontract 6. he Ftm shall not have a financial interest in any other contractor, subeon® jupplier providing services, labor, or material under this contract, unless the financial interest 8, to the Commonwealth in writing and the Comm wealth consents to the Firm’s financial r po Tater than the x erest to the Gommonwealth execution of the contract. The Firm shall disclose the financial interest ne of any proposal submission, or if no proposals are solicit Commonwealth at the tim Firm's submission of the contract signed by the Fitm, The Firm certifies to the best of its knowledge and belief that within the le a that it, its officers, and its affiliates have not: Jness honest nvicted of a crime involving moral turpitude or business st five (5) years y of @. been indicted or cor \y jurisdiction; yy contract with, ended, disbarred or otherwise disqualified from entering into any 00!" integrity in b. been susp any governmental agency; © had any business license or professional license suspended or revoked; d. had any sanction or finding of fact imposed as a result of a judicial or administe oe n, bribery, bid rigging, embezzlement, misrepresentation or 00 Z proceeding related to fraud, extorto a ©. been, and is not currently, the subject of a criminal investigation by any federal, state or «xd/or civil antitrust investigation by any federal, stale or local local prosecuting or investigative agency a prosecuting or investigative agency, Ifthe Firm cannot so certify to the above, then it must submit along with its contract a written explanation of why such certification cannot be made and the Commonwealth will determine whether a -contract may be entered into with the Firm. The Fitm’s obligation pursuant to this certification is ongoing from and after the effective date of the contract through the termination date thereof, Accordingly, the Firm shall have an obligation to immediately notily the Commonwealth in writing if at any tine dur term of the contract it becomes aware of any event which would cause the F 3 certif explanation to change. The Firm acknowledges that the Commonwealth may terminate the contract for cause if it learns that any of certifi det to intervening factual circumstances or were false or b into the contract, ro 8. ‘The Firm shall comply with re 13A01 ef seq., and the regulations promulgated _ behalf of the Firm are not exempt and : of Section 1641 of the P iAPPENDIX D. INTEGRITY PROVISIONS 1, __ For purposes of these Integrity Provisions, the words “confidential informti “consent,” “financial interest,” “gratuity,” and “Fitm' shall have the following definitions » pubiie domains “Confidential information” mean information that 1) isnot already in tho public ar reer 3) soto doesnot become generally Known rom a third party without an obligation to maintain its confidentatty; (4) has not become generally |g known to the public through an actor omission of Contractor; or (5) has not been independently develope’ by the Firm without the use of confidential information ofthe Commonwealth, . “Consent” means writen permission signed by a duly authorized officer or eriployee of the Commonwealth, provided that where the material facts have been disclosed, in writing, by | Prequalification, bid, proposal, of contractual terms, the Commonwealth shall be deemed 0 hy consented by virtue of execution of this Contract, ; \ © “Financial Interest” means: (1) ownership of more than 5% interest in any business; o (2) holding a position as an officer, director, trustee, partner, employee, or the like, or holding any position of management, 4d, “Gratuity” means tendering, giving, or providing anything of more than nominal monetary value including, but not limited to, cash, travel, entertainment, gifts, meals, lodging, loans, subscriptions, advances, deposits of money, services, employment, or contracts of any kind. The exceptions set forth in the Governor's Code of Conduct, Exeutive Order 1980-18, the 4 Pa, Code $7.153(0), shall pl)Provisions, General in its investigotion Of U1. The Firm shall cooperate with the Office of the Inspect any alleged Commonwealth employee breach of ethical standards and any alleged Firm non-s 1)/" 0, with these provisions. The Firm agrees to make identified employees of the Firm available | Inspector General shall at reasonable times and places. ‘The Firm, upon the inquiry or request of provide, of if appropriate, make promptly available for inspection or copying, any informatior m1 or form deemed relevant by the Office of the State Inspector General of the Firm’s integrity # Jno Firm's Compliance with these provisions. Such information may include, but shall not be limited to FN 0 business or financial records, documents or files of any type or form that refer to or concern this eons The Firm shall incorporate this paragraph in any agreement, contract or subcontract it enters ini» 1% Me Course ofthe performance ofthis contract/agreement, solely forthe purpose of obtaining a suse nny compliance with this provision. ‘The incorporation of this provision in a subcontract shall not oreal® I of contract between the Commonwealth and any subcontractor, and no third party beneficiaries sal created thereby, inate this and 12. For violation of any of the above provisions, the Commonwealth may terminate :his an !any other Contract with the Frm, clam liquidated damages in an amount equal tothe valve of ssyting received in breach ofthese provisions, claim damages forall additonal costs and expenses incurred i obtaining another Firm to complete performance hereunder, and debar and suspend the Firm fiom doin business with the Commonwealth, These rights and remedies are cumulative, and the use oF a ‘one shall not preclude the use of all or any other, “These rights and remedies are in addition to those Commonwealth may have under law, statute, regulation ot otherwise.APPENDIX RESPONSIBILITY PROVISIONS ofthe date pplions ‘The Fitm certifies, for itself ond all its subcontractors related tothe Agreement, that of ts execution ofthis Contract, that nether the Firm, nor any subcontractors, nor any 5 ace under suspension or debacment by the Commonwealth or any governmental ent, instrumentality, or authority and, ifthe Fim cannot so centify, then it agrees to subrait, alone ts Contract, a writen explanation of why such eetificaton eannot be made. ‘The Firm also cetifies, that as ofthe date of its exceution ofthis Contract, it has no tax Hinbilities or other Commonwealth obligations, ‘The Fiem’s obligations pursuant to these provisions are ongoing from and aftr the effective dite of this Contact trough te termination ate theo. Accordingly, the Fim shall hve a obligation to inform the Commonsvealth if, t any ime during the (erm of this Contract it | becomes detingucat inthe payment of taxes, or other Commonwealth obligations, or ifit or any of its subcontractors are suspended or debated by the Commonwealth, the federal government, oF any otber state or governmental entity, Sueh notification shall be made within 15 days of the da of suspension or debarment, ‘The failure ofthe Fizm to notify the Commoniyealth ofits suspension or debarment by the Commonwealth, any other state, o the federal government shall constitute an event of defwult of ‘his Contract with the Commonvveath, ‘Tho Firm agrees to reimburse the Commonyvealth forthe reasonable costs of investigation incurred by the Pennsylvania Office of Inspector General for investigations of the Firm's compliance with the terms ofthis Contract between the Firm and the th, which results in the suspension or debarment of he Firm, Such costs shall include, but shall not be limited to salaries of investigators, including overtime, travel, and Jodging expenses; and expert witness and documentary fees, The Fitm shall not be responsible for investigative cost investigations that do not result i the Fim's suspension or debarment, J ‘The Firm may obtain a curtent list of suspended and debarred Comm bby searching the Internet at yyww.dgs.state,pa.us, or by contacting the: