Beruflich Dokumente
Kultur Dokumente
CHRIS Cl-iRIS'CtH
Governor
2s M,
Kr~z GunDAv~vo
s~T
PO Box
'Ih~rrox, NJ 0$625-
Lt Governor
JOHN J. HOFFMAN
~iClittgAltorsey Genera!
Robert T,Lougy
Acllng DirectoY
3anuary 2$,2014
l~:andy ivlastro
Grbson, L7unsz & C~xtcher ~,LP
240 Park Avenue
1ti1eT.~ York, New York 101Gb
Re:
January 2$,2014
Page 2
special counsel retained by State agencies and employees. If you have any questions about
ofthe
wk~ether a proposed repxesenta#ion by your firni of another client would be in violation
in
writing
in
us
to
notify
ge
you
encoura
Rules ofProfessional Conduct or the Guidelines, eve
advance so that we can discuss the issue.
of
As noted in the (Jittside Counsel Guidelines, your primary contact within the Division
If
this
ned.
the
undexsig
be
will
Law will be Diviszons Desibaced At~omey, who for Phis matter
changes,. you will be pram~tly notified.
We understand thai you will be the,primary cantact on this matter. Ifthis changes, please
promptly notify your przmary cantacfs.
~Iew Jersey La~v cozztains additional requirements applicable to this retention agreement.
tJffice of
Those requirements are set-forth in detail in Exhibit A, Additional Requirements or
incorporated
Attorney General, Dzvision of Law Retention Agreements, attached hereto, and are
into this Retention Agreement. Please note that several require additional information be
or your firm
submitted on the forms indicated prior to this Retention Agreement being executed
beginning work.
Please complete the forms referred to in Exhibit A,and xet~arn. alI documents to the
Please note that
undersigned as soon. as passible to me at P.O: Box 112, Trenton, N.1.08625.
office has
this
until
xexzdered
services
and
for
yaa cannot be officially retained ox be paid
as explained zn
ation
Certific
51
Chapter
otyaur
obtained final L7epartment of Treasu~~y apprav~
ofthis fetter
a
copy.
of
xeceipt
by
the
d
signifie
be
will
Section E ofExhibit A. Off~cia1 retention
~vviith my acidationat countersignature.
time by
This letter also confirms our right to terrni~ate your retention as counsel at any
~'ou
needed.
no
longer
are
services
your
simply advising you either orally or in ~ritzng that
your
from
arise
thatservices
all
further agree that once you xeceive our notice to #erminate,
ble fox the
retention shall be immediately terminated anti the State and our office is not responsi
disclosed
been
has
Tt
ion.
terminat
payment far any services provided by you beyond the date of
an
in
3ersey
New
and
that Gibson Dunn has represented the Port rhuthority of Neva York
r ofNe~,v
unrelated civil litigation matter. Neither Gibson Dunn nor the Office of fihe Governo
jersey considers it a conflict
Ifthe terms and conditions set forth in this letter are acceptable to you, please
g ~t to me.
acic~zowledge your acceptance ofthem by executi~~:g the enclosed copy and returnin
firm`s
I~ you have any problems car questions regarding the terms and conditions of your
retention, ~iease ca11 me at youx earliest convenience to discuss them.
J~.~~y Zs,zo14
Page 3
V~rq.truly yours,
JOHN J. H~FFMAN
ACTING AT'T4RNEY GE~i~1EI2AL OF NEW JERSEY
_;
.-
.~'..~- .
..: ___
._
Enc.
cc:
T3Y.~.
~~
,.~
-Randy Mastra
& ~rutcher LLP
Gibson, ~3
'~--'
By:
Dated:
/~3u~ ~/~
Exhibit ~
~.dditiona! Requirements for ai3
Office of Attorney General, Division of La~i~ Reteritit~n Agreements
.~,
pwnerslzip I3isclosure
Tl~e Oti~~nership Disclosure addresses fhe requirements of N.J.S.A. 52:25-24.2. An ownership disclosure
must be completed and submitted with each signed retainer agreement. The Retention Agreement cannot
be countersigned uttless and until the Ownership Disclosure is properly campteted and accepted. ,The form
is available at:
}ittp//www state ni us/treasvrK/purchaselformslStandardRFPF'orms.odf
B.
~:ounsel Retention Agreements andrs hereby incorporated as if set forth at length herein.
C,
D.
E.
Requirements of Chapter 51 ~tnd Executive Order 117 (Also referred to as "Pay to A1ay Restrictions",
N.J.S.A. 19;44A-20.13 to -20.2S, or Executive Order 134)
In order to safeguard the integrity of State government procurement by imposing restrictions #a insulate the
negotiation and award~of State contracts, includ'ulg Retention Agreements, from political contributions U~at
,pose the risk or appearance ofthe risk of improper influence, purchase of access, or the appearance thereof,
the Legislature enacted P.L. ZQ05, c.51 (codified at N.J.S.A. 19;44A-20.13 - 20.25)(Chapter 51), on March
22, 2005, effective retroactive to October I5, 2004, superseding the terms of Executive Order 134. In
addition, an September 24, 2008, Executive Order 117 (Corzine) teas issued and made effective on
November 1S, 2008 (EO 117) which sets forth additional limitations on the ability of executive branch
agencies to contract with vendors who have made or solicited certain contributions. Pursuant to the'
requirements of Chapter 51 and EO 1X7, the terzns and conditions set forth is this section are material terms
ofany 1Zeiention Agreement entered into with Speoial Counsel:
I.
Defittitions
For the purpose of Chis section, the following shall be defined as follows:
a) Contribution means a contribution reportable as a recipient under The New Jersey Campaign
Contributions and Expenditures Reporting Act., P.L. 1973, a83 (N.J.S.A. 19:4~A-1 et sec .), and
implernentingregulations set forth at N.J.A.C. 19;25-7, -10.J. et s~ Contributions in excess of
$3(}0 during a reporting period are deemed."reportable" under these Iaws and regulations.
Business Entity means any natural or legal person, business corporation, professional
b)
services corporation, limited liability company, partnership, limited partnership, business trust,
association or any other legal commercial entity organized under the laws of New Jersey or any
other state or foreign jarisdiotion. The definition of a business entity includes:
(i) all principals who own or control more than 10 percent of the profits or assets of a
business entity or 10 percent of fhe stock in the case of a business entity that is a
corporation for profit, as appropriate and For a far profit entity, the following:
{i) in the case of a corporation: the corporation, any officer of the corporation,
and any person or business entity that owns or controls ]0% or morn ofthe stock
of the corporation;
(2) in the case of a general partnership: the partnership and any partner;
{3) in the case of a limited partnership; the limited partnership and any partner;
{4) in the case of a professional corporation: the professional corporation and
any shareholder or officer;
(5) in the case of a limited liability company: the 3imiteci liability company and
any member;
{6) in the case of a limited liability partnership: the limited liability partnership
and any partner;
(7) in the case ofa sole proprietorship: the proprietor; and
{8) in the case of any other fornr of entity organized under the Iaws of this State
or arty other state or foreign jurisdiction: the entity and any principal, of#icer, or
partner thereof;
{ii) -any subsidiaries direotly or indirectly conCrolied by the business entity;
{iii) any political organization organized under section S27 of the Internal Revenue
Code that is directly or indirectly controlled by the business entity, other than a candidate
aoinmittee, election fund, or political party committee; and
{iv) if a business entity is a nafurai person, that person's spouse or civil unian partner, or
ohild residing in the same household provided, however, that, unless a contribution made
by such spouse, civil union partner, or child is to a candidate for whom.the con#ributor is
entitled to vote or to a poll#ical party committee within whose jurisdiction the contributor
resides such contribution is in violation of section 9 of Chapter S 1.
IT.
{c) Special Counsel is required, on a continuing basis, Yo report any contributions and soiicita#ions
Speczal Counsel makes during tE~e term of the Retention Agreement, and any ex#ension(s) thereof,
at the time any such contribution or solicitation is made,
{d) Special Counsel's failure to submit the required forms wilt preclude the Division of Law's
execution of the Retention Agreement with Special Counsel.
{e) The State Treasurer's designee shall review the Certification and Disclosures submitted by the
Special Counsel pursuant to this section, as well as any other pertinent information concerning the
contributions or reports thereof by the intended Special Counsel, prior to award, or during the term
of the Retention Agreement. If the State Treasurer determines that any contribution or action by
the Special Counsel violated Chapter 5 i or EO f 17, the State Treasurer sha11 disqualify Special
Counsel from receipt of a Retention AgreeYnent for the time period required by the statute and
executive order.. If the State Treasurer or his designee determines that any contribution or action
constitutes a breach of contract that poses a conflict of interest pursuant to Chapter SI or EO 117,
the State Treasurer shall disqualify Special Counsel from receipt ofa Retention Agreement.
Ili.
~+.
mare publzc entities during n calendar year. It is Special CounsePs responsibility to determine if filing is
necessary. Failure to sa file ca~~ result in the imposition of financial penalties by ELBC. Additional
information about this requirement is available from ELEC at {$88) 313-3532 or
http://wwtiv.eiec.state.nj.us.
G.
~.
The solicitation of any fee, commission, compensation, gift, gratuity or other thing of value by any
State officer or employee or special State o{~icer or employee from any Special Counsel shall be
reported in writing forthwith by Special Counsel to the Attorney General and the State Ethics
Commission,
iII.
Nv Special' Counsel may, directly or indirectly, undertake any private business, commercial or
entrepreneurial relationship with, whether or not pursuant to employment, contract or other
agreement, express or implied, or sell any interest in such Special Counsel to, any State officer or
employee or special State officer or employee having any duties or responsibilities in connection
with the purchase, acquisition or sale of any property or services by or to any State agenoy ar any
snstrumentality thereof, ar with any person, firm or entity with which he is employed or associated .
or in which he has an interest within the mean'sng of N.J.S.A. 52:13D-13(g). Any relationships
State Ethics Commission, which may grant a waiver of this restriction upon application of the State
officer or employee or special Scats officer or employee upon a frnding that the present or
proposed relationship does not present the potential,. actuality or appearance of a conflict of
interest.
IV.
Ida Special.Counsel shall influence, or attempt to influence or cause to be influenced, any State.
officer or employee or special State officer or employee in his officiaS capacity in any manner
which might tend to impair the objectivity or independence of judgment of said officer or
employee.
V.
No Special Counsel shall cause or influence, or attempt to cause or influence, any Sta#e offioer or
ernpioyee or special S#ate officer ar employee to use, or attempt Yo use, his of6ciai position to
secure unwarranted privileges or advantages faY' the Special Counsel or any other person.
VI
The provisions cited above in paragraph H(I) - H(V) shah not be consfxued to prohibit a State
officer or empioyee or speoial State officer or employee from receiving gins from or contracting
with Special Gaunsel under fhe same terms and conditions as are offered or made available to
members of the general pablic subject to any guidelines the State B#hics Commission may
promulgate.
I.
J,
Updated 1/4/2013