26-26 Prof. Services Agreement - Special Counsel.pdf

2 NOW, THEREFORE, in consideration of the mutual covenants and promises herein, the Parties agree as follows: 1. Engagement & Incorporation of Authorizing Resolution. 1.1. Engagement. The Township hereby retains Special Counsel, and Special Counsel accepts such retention, for the purposes set forth in this Agreement. 1.2. Resolution Controls. The parties acknowledge and agree that the Authorizing Resolution is a material part of this Agreement which is incorporated by reference and is a condition precedent to payment. In the event of a conflict or inconsistency between this Agreement and the Authorizing Resolution regarding compensation limits and approval requirements, the Authorizing Resolution shall control. 2. Term of Appointment. 2.1. Term. This Agreement shall commence on the Effective Date and shall continue until the earlier of: (a) completion and delivery of the Final Report to Conflict Counsel (as defined below); (b) exhaustion of the Not-to-Exceed Amount; or (c) termination pursuant to Section 14 of this Agreement. 2.2. No Annual Guarantee. Nothing herein shall be construed as an appointment beyond the limited matter described in this Agreement. 3. Scope of Services. 3.1. Purpose. Special Counsel is retained solely to conduct an independent investigation into the allegations asserted against an official or employee of the Township that has been identified in the allegations received (the “Subject Official”) and prepare a written Final Report regarding the factual findings, conclusions, and non-binding recommendations, if any. 3.2. Services. Special Counsel may perform the following under the supervision of the Conflict Counsel, as reasonably necessary and appropriate: