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

6 8.3. Record Retention. Special Counsel shall retain the complete investigative file and shall return Township property and records upon request, subject to retention obligations. 8.4. Work Product and Privilege. To the extent applicable, Special Counsel’s work product and privileged communications shall be maintained and asserted on behalf of the Township. 9. Non-Appropriation. 9.1. Encumbrance and Certification. This Agreement is contingent upon the certification of funds by the Chief Financial Officer for the Township and proper encumbrance. 9.2. Non-Appropriation. In the event funds are not appropriated or are otherwise unavailable, the Township may terminate this Agreement without penalty, and Special Counsel shall be paid only for services rendered and approved of prior to the effective date of termination, subject to the Not-to-Exceed Amount. 10. Insurance. 10.1. Professional Liability. During the term of this Agreement, Special Counsel shall maintain a professional liability (malpractice) insurance policy in an amount not less that $1,000,000 per claim and shall provide proof of coverage upon request, including identifying the Township as an additional insured. 10.2. Additional Insurance. If Special Counsel employes non-attorney personnel or uses subcontractors in the course of the scope of this Agreement, Special Counsel shall maintain any additional insurance reasonably necessary to cover such activities. 11. Legal Compliance. Special Counsel shall comply with all applicable federal and New Jersey laws, regulations, and ethical rules, including the New Jersey Rules of Professional Conduct, pay-to-play laws, and Township policies. 12. Ownership of Work-Product | Deliverables.