Fillable Printable Contract for Legal Service Form
Fillable Printable Contract for Legal Service Form
Contract for Legal Service Form
December 2008
1
Document Number
CONTRACT FOR LEGAL SERVICES
This Contract for Legal Services (“Contract”), entered into as of the DAY of MONTH,
YEAR, by and between NAME OF LAW FIRM, hereinafter called the “Law Firm” and the
Commonwealth of Pennsylvania, acting by and through the NAME OF
DEPARTMENT/AGENCY, hereinafter called the “Department.”
WHEREAS, the Department has a need for professional and specialized legal services to
represent the Department in matters described in Appendix A; and
WHEREAS, the Law Firm has represented that it is qualified to and has agreed to perform
such professional and specialized legal services.
NOW, THEREFORE, the Department and the Law Firm, with the intention of being legally
bound, hereby agree as follows:
1. Definitions. The following definitions shall apply when used in this Contract:
a. “General Counsel” shall mean the Governor’s General Counsel, who serves as chief
legal advisor to the Governor and supervises, coordinates, and administers the legal services for each
Executive Agency pursuant to the Commonwealth Attorneys Act (71 P.S. §§ 732-101 et seq.), or her
designee.
b. “Department” shall mean the NAME OF DEPARTMENT/AGENCY, a governmental
entity of the Commonwealth of Pennsylvania under the Governor’s jurisdiction. The NAME OF
DEPARTMENT/AGENCY Office of Chief Counsel shall serve as the main contact for all
references to “Department” in this Contract.
2. Services. The Law Firm shall perform the services described in Appendix A of this
Contract.
3. Compensation. The Law Firm shall be compensated by the Department for the services
contracted for in an amount not to exceed $AMOUNT, in accordance with the provisions
established in Appendices B and C of this Contract.
4. Term of Contract.
a. The term of this Contract shall commence on the date of the issuance of the Purchase
Order hereunder and shall end on TERMINATION DATE, subject to the other provisions of this
Contract.
b. Except as otherwise specifically provided for herein, the Commonwealth of
Pennsylvania, including the Department, shall not be liable to pay the Law Firm for any services or
work performed or expenses incurred before the issuance of the Purchase Order hereunder.
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c. With the approval of the General Counsel, the Department and the Law Firm may
extend the term of this Contract at any time during the term of the Contract or any renewals or
extensions thereof pursuant to Paragraph 9 of this Contract.
d. If the services to be provided by the Law Firm hereunder have been approved by the
Department of General Services as an emergency procurement until full execution of this Contract,
the Law Firm may provide these services based upon such emergency approval. Upon full
execution of this Contract, all services provided during the period between the date of emergency
approval and the issuance of the Purchase Order hereunder shall be merged into and covered by the
terms of this Contract.
5. Billing. The Law Firm shall submit monthly invoices to the Department for services
performed during each billing period. Invoices shall be forwarded to the following contact and
address:
CONTACT NAME
Office of Chief Counsel
NAME OF DEPARTMENT/AGENCY
ADDRESS
CITY, STATE ZIP CODE
a. Each invoice shall be itemized listing the services performed by attorney and legal
assistant by date, by hours worked, and by rate and shall generally follow the format appearing in
Appendix D of this Contract.
b. The amount shown on each invoice for labor costs shall be in accordance with the rates
set forth in Appendix B of this Contract.
c. The invoices shall also list non-labor costs such as those incurred for travel, food, and
lodging, as described in Appendix C of this Contract.
d. The Department agrees to pay the Law Firm for travel, meal costs, and lodging costs in
reasonable amounts incurred in connection with performance of services under the Contract, as
described in Appendix C of this Contract.
e. The Department will use its best effort to make payments on invoices within 45 days of
their receipt, in final form.
f. All invoices shall contain a statement that reads substantially as follows:
The Law Firm hereby certifies that the services supplied and expenses incurred
as stated in the attached invoice have met all of the required standards set forth
in the Contract for Legal Services.
g. All invoices or accompanying letters of transmittal shall be signed by the Law Firm and
shall set out the Law Firm‘s federal employer identification number.
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6. Consultation. The Law Firm shall consult with and keep the General Counsel and the
Department fully informed as to the progress of all matters covered by this Contract. The Law Firm
shall consult and cooperate with, and shall be responsible directly to, the General Counsel, the
Department, and other officials as designated by the General Counsel on all matters of strategy and
tactics. The duty of the Law Firm shall be to advise, counsel, and recommend actions to the
Department and the General Counsel or the other officials designated by her, and to carry out to the
best of its ability their directions. The Law Firm will not make any offer, settlement, or compromise
without the written consent of the General Counsel. The Law Firm shall offer the General Counsel
the opportunity to review court documents and briefs prior to filing. The Law Firm shall promptly
furnish the General Counsel with copies of all correspondence and all court documents and briefs
prepared in connection with the services rendered under this Contract and such additional documents
as may be requested. Upon notification of its availability by the General Counsel, the Law Firm
shall make all of its work product prepared in connection with the services rendered under this
Contract, and other parties’ pleadings, discovery, correspondence, and other relevant documents and
materials, available to the General Counsel via the OGC LawNet extranet in PDF or other format
acceptable to the General Counsel.
7. Subcontracting, Key Personnel, and Experts. Subcontracting, assignment, or transfer of
all or part of the interest of the Law Firm in this Contract or in the work covered by this Contract is
prohibited without the prior written approval of the General Counsel. In the event such consent is
given, the terms and conditions of this Contract shall apply to and bind the party or parties to whom
such work is subcontracted, assigned, or transferred as fully and completely as the Law Firm is
hereby bound and obligated and the Law Firm shall obtain written acknowledgement thereof from
all subcontractors and experts so engaged. The Law Firm, with respect to any replacement of key
personnel assigned to this matter, shall consult with the Department. The Department’s consent to
the proposed assignment is required, and may not be withheld unreasonably. Notwithstanding the
foregoing, the Law Firm may, with the prior written approval of the General Counsel, engage
experts in various fields related to the subject matter of this Contract to assist the Law Firm in the
performance of its services under this Contract. The hourly rates, fees, or other compensation to be
paid to such experts shall also be subject to the approval of the General Counsel. Approved
compensation of such experts, as incurred, shall be included in the Law Firm’s invoices presented
pursuant to the provisions of Paragraph 5 of this Contract, without addition, surcharge, or increase
by the Law Firm of the actual fees billed to the Law Firm by such experts. The terms and conditions
of this Contract including, but not limited to, the provisions of Appendices C and D, shall apply to
and bind the subcontractors or experts engaged as fully and completely as the Law Firm is hereby
bound and obligated and the Law Firm shall obtain written acknowledgement thereof from all
subcontractors or experts so engaged.
8. Ownership Rights. All documents, data, and records produced by the Law Firm and
any experts in carrying out the obligations and services hereunder, without limitation and whether
preliminary or final, are and shall become and remain the property of the Commonwealth.
a. The Commonwealth shall have the right to use all such documents, data, and records
without restriction or limitation and without additional compensation to the Law Firm and any
experts and the Law Firm and any experts shall have no right or interest therein.
b. Upon completion of the services hereunder or at the termination of this Contract, all
such documents, data, and records shall, if requested by the General Counsel or the Department, be
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appropriately arranged, indexed, and delivered to the General Counsel or the Department by the Law
Firm.
c. Any documents, data, and records given to or prepared by the Law Firm and any
subcontractors or experts under this Contract shall not be made available to any individual or
organization by the Law Firm or any subcontractors or experts without the prior approval of the
General Counsel. Any information secured by the Law Firm and any subcontractors or experts from
the Commonwealth in connection with carrying out the services under this Contract shall be kept
confidential unless disclosure of such information is approved in writing by the General Counsel or
is directed by a court or other tribunal of competent jurisdiction.
d. Notwithstanding the provisions of Paragraph 8 of this Contract, the Law Firm may
retain copies of documents delivered to the General Counsel or to the Department.
9. Modification or Changes. With the approval of the General Counsel, the Department
and the Law Firm may make modifications to this Contract at any time during the term of the
Contract or any renewals or extensions thereof. Changes regarding contract length or total
reimbursement may be accomplished by a letter of mutual consent signed by the Department and the
Law Firm. All other changes to contract terms, including changes in the scope of work, must be
incorporated into a formal written amendment to this Contract, signed by both parties, and executed
in the same manner as this original Contract and in accordance with applicable law.
10. Conflict of Interest. The Law Firm represents and warrants that it has no conflicting
representation that has not been fully disclosed to and waived by the General Counsel and shall not
undertake any representation that conflicts with the performance of the services or obligations under
this Contract unless such conflicting representation has been fully disclosed to and waived by the
General Counsel. Any conflicting representation shall be promptly disclosed to the General
Counsel. The General Counsel shall determine whether such conflict is cause for termination of this
Contract. The process for obtaining conflict waivers is more fully described in the Office of General
Counsel Conflict Waiver Procedure, which is attached as Appendix E of this Contract.
11. Inability to Perform. The Law Firm agrees that if, because of death or any other
occurrence beyond the control of the Law Firm, it becomes impossible for any principal or
principals and, in particular, the principals assigned to this project, to render the services set forth in
this Contract, neither the Law Firm nor the surviving principals shall be relieved of their obligations
to complete performance hereunder. The Law Firm shall, with respect to any replacement principal
proposed to be assigned to this matter, consult with the General Counsel. The General Counsel’s
consent to the proposed replacement is required and may not be withheld unreasonably.
12. License to Appear. The Law Firm represents and warrants that attorneys involved in
this representation are duly licensed and in good standing to practice before the judicial forum,
court, board, or tribunal before which they will appear or practice on behalf of the Commonwealth.
The Law Firm, subject to approval by the General Counsel, may obtain a subcontractor to act as co-
counsel where appearance by the Department is required in a forum or jurisdiction where its
attorneys are not licensed to practice, provided, however, that the firm’s use of the subcontractor in
that circumstance is subject to Paragraph 7of this Contract.
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13. Independent Contractor . In performing the services required by this Contract, the Law
Firm will act as an independent contractor and not as an employee or agent of the Commonwealth.
14. Termination Provisions. The Commonwealth has the right to terminate this Contract for
any of the following reasons. Termination shall be effective upon written notice to the Law Firm.
a. Termination for Convenience. The Commonwealth shall have the right to terminate this
Contract for its convenience if the Commonwealth determines termination to be in its best interest.
The Law Firm shall be paid for work satisfactorily completed prior to the effective date of the
termination, but in no event shall the Law Firm be entitled to recover loss of profits.
b. Non-Appropriation. The Commonwealth’s obligation to make payments during any
Commonwealth fiscal year succeeding the current fiscal year shall be subject to availability and
appropriation of funds. When funds (state and/or federal) are not appropriated or otherwise made
available to support continuation of performance in a subsequent fiscal year period, the
Commonwealth shall have the right to terminate this Contract. The Law Firm shall be reimbursed
for the reasonable value of any nonrecurring costs incurred but not amortized in the price of the
supplies or services delivered under this Contract. Such reimbursement shall not include loss of
profit, loss of use of money, or administrative or overhead costs. The reimbursement amount may be
paid from any appropriations available for that purpose.
c. Termination for Cause. The Commonwealth shall have the right to terminate this
Contract for Law Firm default upon written notice to the Law Firm. The Commonwealth shall also
have the right, upon written notice to the Law Firm, to terminate the Contract for other cause as
specified in this Contract or by law. If it is later determined that the Commonwealth erred in
terminating the Contract for cause, then, at the Commonwealth’s discretion, the Contract shall be
deemed to have been terminated for convenience under Subparagraph 14.a.
15. Integration Clause. This Contract, including all referenced documents, constitutes the
entire agreement between the parties. Terms used in appendices hereto shall have the same
meanings as are ascribed thereto in this Contract unless otherwise defined therein. No agent,
representative, employee, or officer of either the Commonwealth or the Law Firm has authority to
make, or has made, any statement, agreement, or representation, oral or written, in connection with
the Contract, which in any way can be deemed to modify, add to, detract from, or otherwise change
or alter its terms and conditions. No negotiations between the parties, nor any custom or usage, shall
be permitted to modify or contradict any of the terms and conditions of the Contract. No
modifications, alterations, changes, or waiver to the Contract or any of its terms shall be valid or
binding unless accomplished pursuant to Paragraph 9 of this Contract.
16. Nondiscrimination/Sexual Harassment. The Law Firm shall comply with all applicable
provisions of state and federal constitutions, laws, regulations, and judicial orders pertaining to
nondiscrimination, sexual harassment, and equal employment opportunity, including the provisions
of the Nondiscrimination/Sexual Harassment Clause, which is attached hereto as Appendix F and
incorporated by reference.
17. Integrity Provisions. The Law Firm agrees to comply with the Integrity Provisions,
which are attached hereto as Appendix G and incorporated by reference.
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18. Responsibility Provisions. The Law Firm agrees to comply with the Responsibility
Provisions, which are attached hereto as Appendix H and incorporated by reference.
19. The Americans With Disabilities Act. The Law Firm agrees to comply with The
Americans With Disabilities Act Provisions, which are attached hereto as Appendix I and
incorporated by reference.
20. Audit Provisions. The Commonwealth shall have the right, at reasonable times and at a
site designated by the Commonwealth, to audit the books, documents, and records of the Law Firm
to the extent that the books, documents, and records relate to fees, costs, or pricing data for this
Contract. The Law Firm agrees to maintain records that will support the fees charged and costs
incurred for this Contract.
The Law Firm shall preserve books, documents, and records that relate to fees, costs, or
pricing data for this Contract for a period of three years from the date of final payment hereunder.
The Law Firm shall give full and free access to all records to the Commonwealth and/or its
authorized representatives.
21. Offset Provision. The Law Firm agrees that the Commonwealth may set off the amount
of any state tax liability or other obligation of the Law Firm or its subsidiaries to the Commonwealth
against any payments due the Law Firm under any contract with the Commonwealth.
22. Indemnity. The Law Firm shall indemnify and defend the Commonwealth from and
against any and all claims, demands, actions, liabilities, losses, costs, and expenses, including but
not limited to reasonable attorneys and other fees, asserted by third parties (“Claims”), which Claims
are caused by or arise from injuries or damages sustained by such third parties resulting or arising
from any negligent act or omission or intentionally wrongful act of the Law Firm or any of its
officers, agents, employees and/or representatives in relation to professional services provided to the
Commonwealth by the Law Firm under this Contract. This indemnity provision shall not apply to
Claims for which payment is available under the Law Firm’s professional liability insurance
policies.
23. Insurance. The Law Firm represents and warrants that it carries malpractice insurance
in the amount usual and customary for firms of its size and practice areas, subject to normal
deductibles, and covenants that it will maintain such coverage throughout its representation of the
Commonwealth.
24. Notice. Any written notice to the Department under this Contract shall be deemed
sufficient if delivered to the Department personally, or by facsimile, telecopy, electronic or digital
transmission (provided such delivery is confirmed), or by a recognized overnight courier service
(e.g., DHL, Federal Express, etc.), with confirmed receipt, or by certified or registered United States
mail, postage prepaid, return receipt requested, sent to the address set forth below or to such other
address as such party may designate by notice given pursuant to this section:
CHIEF COUNSEL NAME
Chief Counsel
NAME OF DEPARTMENT/AGENCY
ADDRESS
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CITY, STATE ZIP CODE
with a copy to:
The Honorable Barbara Adams
General Counsel
Main Capitol Building, Room 225
Harrisburg, Pennsylvania 17120-0020
Any written notice to the Law Firm under this Contract shall be deemed sufficient if delivered to the
Law Firm personally, or by facsimile, telecopy, electronic or digital transmission (provided such
delivery is confirmed), or by a recognized overnight courier service (e.g., DHL, Federal Express,
etc.), with confirmed receipt, or by certified or registered United States mail, postage prepaid, return
receipt requested, sent to the address set forth below or to such other address as such party may
designate by notice given pursuant to this section:
CONTACT NAME, Esquire
LAW FIRM NAME
ADDRESS
CITY, STATE ZIP CODE
25. Contract Controversies. In the event of a controversy or claim arising from this
Contract, the Law Firm must, within six months after the cause of action accrues, file a written
notice of the controversy or claim with the General Counsel for a determination. The General
Counsel shall send a written determination to the Law Firm. The decision of the General Counsel
shall be final and conclusive unless, within 15 days after receipt of such written determination, the
Law Firm files a claim with the Commonwealth Board of Claims. Pending a final judicial resolution
of a controversy or claim, the Law Firm shall proceed diligently with the performance of this
Contract in a manner consistent with the interpretation of the General Counsel, and the
Commonwealth shall compensate the Law Firm pursuant to the terms of this Contract.
26. Applicable Law. This Contract shall be governed by and interpreted and enforced in
accordance with the laws of the Commonwealth of Pennsylvania (without regard to any conflict of
laws provisions) and the decisions of the Pennsylvania courts. The Law Firm consents to the
jurisdiction of any court of the Commonwealth of Pennsylvania and any federal courts in
Pennsylvania, waiving any claim or defense that such forum is not convenient or proper. The Law
Firm agrees that any such court shall have in personam jurisdiction over it and consents to service of
process in any manner authorized by Pennsylvania law.
27. Purchase Orders
a. The Department will issue this Contract, and any subsequent change, electronically as a
Purchase Order.
b. Purchase Orders may not include “ink” signatures by the Commonwealth. The
electronically-printed name of the purchaser represents the signature of that individual
who has the authority, on behalf of the Commonwealth and the Department, to
authorize the Law Firm to proceed.
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c. Purchase Orders may be issued electronically or through facsimile equipment. The
electronic transmission or facsimile of a Purchase Order shall require
acknowledgement of receipt of the transmission by the Law Firm.
d. Receipt of the electronic or facsimile transmission of the Purchase Order shall
constitute receipt of an order.
e. The Commonwealth and the Law Firm specifically agree as follow:
(1) No handwritten signature shall be required in order for the Contract and Purchase
Order to be legally enforceable.
(2) Upon receipt of a Purchase Order, the Law Firm shall promptly and properly
acknowledge its receipt. Any order which is issued electronically or via
facsimile shall not give rise to any obligation to deliver on the part of the Law
Firm, or any obligation to receive and pay for delivered products on the part of
the Department, unless and until the Department transmitting the order has
properly received an acknowledgment.
(3) The parties hereby agree not to contest the validity or enforceability of a
Purchase Order or acknowledgment issued electronically under the provisions of
a statute of frauds or any other applicable law relating to whether certain
agreements must be in writing and signed by the party bound thereby. Any
Purchase Order or acknowledgment issued electronically, if introduced as
evidence on paper in any judicial, arbitration, mediation, or administrative
proceeding, will be admissible as between the parties to the same extent and
under the same conditions as other business records originated and maintained in
documentary form. Neither party shall contest the admissibility of copies of
Purchase Orders or acknowledgements under either the business records
exception to the hearsay rule or the best evidence rule on the basis that the order
or acknowledgment were not in writing or signed by the parties.
(4) Notwithstanding any language of the Purchase Order to the contrary, the
Department of General Services Standard Terms and Conditions do not apply to
this Contract.
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IN WITNESS WHEREOF, the Commonwealth of Pennsylvania, acting by and through the
NAME OF DEPARTMENT/AGENCY, and NAME OF LAW FIRM have caused this Contract
to be executed on the date and year first above written.
NAME OF LAW FIRM COMMONWEALTH OF PENNSYLVANIA,
acting by and through
DEPARTMENT NAME
By: ______________________________ By: ______________________________
NAME
Title: ____________________________ TITLE
Date: ____________________________ Date: ______________________________
Federal Employer ID #: __________________
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APPROVED AS TO FORM AND LEGALITY
[Signature Affixed Electronically] [Signature Affixed Electronically]__
Chief Counsel Date Deputy General Counsel Date
DEPARTMENT
[Signature Affixed Electronically]
Deputy Attorney General Date
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CERTIFIED AS TO AVAILABILITY OF FUNDS
I certify that funds are available in the amount of $__________ under expenditure
symbol (appropriation) number ________________________.
[Signature Affixed Electronically]
Comptroller Date
