AGREEMENT ‘THIS AGREEMENT dated this_(Naay of “Ward 2007 between the DEMOCRATIC CAUCUS, Pennsylvania Hou of Represecttves, Room 110 Main Capital ‘Building, Harisburg,Pennsytvania 17120-2060 (hereafter “CLIENT” and CHADWICK, ASSOCIATES, INC, 1101 30th Steet, N.W., Suite 220, Wesinglo, D.C. 20007-3769 (Qeveater “CONSULTANT, WHEREAS, CLIENT recognizes the ned for essence in identifying and evaluating its internal policies, procedure end practices for complying wit setutory and regulatory requirements; and WHEREAS, CLIENT desires to obtain the srvices ofa proftsionel constant to asist {tin developing and implementing risk-based inteoal conto consistent wit industry best practices to ensure compliance with applicable statutory ead regulatory requirements wn to promote «culture of integrity within the workforce, ed CONSULTANT is expeince, svalable end has been duly authorized to eater int this contrat oasis CLIENT in such effort ands desirous of 0 binding end oblignting elf for such services. [NOW THEREFORE, in consideration ofthe mutual premises and promise contained herein, the patos egreses follows 1, Soups of Servos CLIENT agrees o retain CONSULTANT as an indopendent contactor to perform legiltve services in socrdance withthe scope of work oulne in (CONSULTANT confidential and ropitary proposal dated Merch 13,2007, which is {incorporated herein by reference, and CONSULTANT hereby agrees to perm suid services for cuENr. 2, Compenstion tnd Bxpentes. CLIENT apres to pay CONSULTANT compensation 13 follows: An houty at between $175 o $400 per hour, depending upon which of ‘CONSULTANT's personne is peforming a particular service, plus actual and reasonable out-of pocket expenses all of which tobe billed in increments of TWENTY-FIVE THOUSAND ~DOLLARS AND NO CENTS ($25,000.00), or onthe last business day ofeach month, ‘whichever shall occur fist, for the servoes rendered hereunder, provided that uch periodic ‘Payments abel be contingent upon the receipt of invoices submitted to CLIENT and approved by ‘the SUPERVISOR; such invoies shall include a description ofthe work performed inciuding ‘the date, subject matter, and time spent onthe work. The invoice shall comply wit he ATIVES, including Rule 14; ‘equects for expense reimbursements shall include the payee, the amount and the nature ofthe ‘svods, services or other purpose for which the expenditure was made, Invoice are due and payable 30 days after approval in U.S. currency, CONSULTANT reserves the right to suspend ‘the provision ofits services if ll invoices are not paid ina timely manner 5. Suorvisor of Wark, CLIENT hereby dsignstes SoottV. Brubekes, Director of ‘Staffing & Administration, Democratic Caucus, to act on bebalf of CLIENT 08 SUPERVISOR ‘ind to oversoo CONSULTANT’s work hereunder. SUPERVISOR is hereby authorized to oondinnie and direst CONSULTANT’ services, s deemed necessary and approptsic to ‘socessflly complete the services contracted hereunder. 4 Team, This Agreement shall commence on the dato sbove written and end on ‘November 30, 2008 5. Status. CONSULTANT shall devote such time, resources and personnel, es deemed ‘Bocossary to perform the services hereunder and as provided in CONSULTANT's March 13, 2007, proposal, None of the CONSULTANT"s personne! ullized in performing sich services shall be considered employees ofthe Pennsyivanis House of Representatives, nor shall such be cnttled to any finge benefits of employees ofthe House of Representatives, nor be eatited to ‘membership in the State Employees’ Retirement System, nor be eligible for if insurance coverage. 6. Glisnt and Document Availability. The Parties acknowiodge thatthe wavalaility of ‘personnel or documents may reduce the ability of CONSULTANT to conduct this eagagement.(CLIENT accordingly agrees to designate a contact person(s) and to make Gem reasonably ‘vailable to CONSULTANT uring this engugement. Subject to any contractual prohibitions, ‘the CLIENT further agrees to make availble fo CONSULTANT all document tha re necessary for the puposes of this engagement, CONSULTANT agrees to keep all such locaments end information eared there fom confidential end to abide by any confidentiality bligntionsappliceble to CLIENT. 7, Ldmtation of Lshiltv. Each perty’s aaximum aggregate Lihility tothe ober for any and all damages and losses fom any cause whatsoever rising fom or related to this engagement ‘shal in no event excood the total mount of fees paid to CONSULTANT by CLIENT fer this engngement 8. Limited Ensasement with No Tht Party Lishlty, The Parties exprsaly agroe that: ‘This agreement isnot designed or intended to creat thid-perty ibility in favor of say persoo, corporation, o entity, and CLIENT will not disseminsle CONSULTANT report to any outside person, corporation, or entity without the express writen consent of CONSULTANT. 8. Taaminaion, CLIENT may terminate tis Agreement t anytime; inno event hall CLIENT be obligated to pry compensstion for uncompleted work or expenses incumed afer such termination 9, Natio. Unless otherwise provide, any notice required tobe given hereunder shall be deemed given when sat by certified mai return eceiprequeted,adresed to the pares listed below: To CLIENT: ‘TO CONSULTANT: Honorable H. William DeWeese ‘William G. Chadwick, President ‘The Majority Leader (Cuapwiex Assoctaris, INC. PA House of Representatives 1101 30th Street NW, Suite 220 110 Main Capitol Building ‘Washington DC 20007-3769 ‘Harisburg PA 17120-2050