State ofNew Jef~sey

OFFICE pF THE A'7i'ORNEY GENERAL

D1:PACt'I'MA1v'T OF LAW AND PUBLIC SAFETY
D7VISTOt3 OF I.AW

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:

Retention to Represent the Office oft ie Governor

Dean Mr. Mastro:

This letter is to confirm the z~etentaon of your firm to represent the C?ffzce of the Governor,
in r~11 pending I,egisla~ive and United States Attorney inqusries and related matters. Such
services shall include assisting the fl~c~ in reviewing best ~sractices for office operations and
informa#ion flow, assisting in its internal review,.and assisting with. document retention and
production iti connection wzth the United States Aftorney inqui~~y, and other appxopriate inquiries
and.requests far nfa~snation.
As part ofthis retention, ,you and. your arm agree to abide by the Department of Law.and
Public Safety (3ff"z~e ofAttomey General Outs;de Counsel Guidelines, February 1, 2 11,
available at:
htt~://www.nj.~ov/oa~/IawJrfgs.htm (Guidelines),
and incorporated into this letter. These guidelines address conflicts of interest, your
responsibilities as counsel, confidentiality, case management,reporting and budgeting,
settlement and use of alternative dispute resolution, staffing and billing policies, and media
policies. This letter incorpara#es our agreement as to rates.
Regarding conflicts of interest or the appearance of impropriety, your arm should be
guided by the standards set forth in Guidelines, pages 2-3, regardizzg the ethical obligations of

HUa~s JUs~rtC~ Corr~r~x 'T`~.~PHoxE:{609) 777$360 Ft~r~ (609) 292.0690

New JexseyIs An .~qua1 Opportunity Elnployex Printed on 1~ecyclerlPaper and1?ecyclr~6le

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
_;
.-

.~'..~- .
..: ___
._

By: ~--R flirt T. Lougy

Assistant Attorney General
Acting Director

Enc.
cc:

January 28, 2014

Page 4

I hereby acknowledge and accept

the terms set forth kerein this
28th.day of 3arzuary, 2414.

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.

Affirmative Action Supplement with Afffrma#ive action Employee Information 1Tepart

Affirmative Action Supplement with Affirmative Action Employee Tnforrnation Report address the
requirements of tlie' Law Against Discrimination, N.J.S.A. 10:5-31 to -34 and the regulations N.J.A.C.
17:27.3,1 et seq. The form must be completed and submitted either with the proposat or with the signed
Retention Agreement. The retainer is not completed unless and until either the form is properly completed
and accepted or Special Counsel presents a copy of a Division of Public Contracts EEO Compliance
Certificate of Employee Information Report pursuant to N.1.A.C. 17.27.4.6. The form is available at:
http~/lwww state nj us/treastu~/purchase/forrnslAA 1o20Suppletnent.pdf
Information about obtaining the Certificate, renewing the Certificate or obtaining a duplicate Certificate is
available from the 13ivision of Public Contzacts EEO Compliance:
hnn://www.state.nj.us/treasurylcontract compliu~ice/indexshtml
The specific language of N.J,A.C, 17:27-3.5 and 17:27-3.8, contains specific requirements for Special

~:ounsel Retention Agreements andrs hereby incorporated as if set forth at length herein.
C,

New Jersey Mate W-9 and Vendor QuestionnRire

No Spacial Counsel shall be paid by the S#ate unless Special Counsel has properly completed New Jersey
State W-9 and Vendor Questionnaire on file with the State. Tf Special Counsel does not have a New Jersey
State W-9 and Vendor Questionnaire on file with the State, the properly completed W9 shall be returned
with the Retention Agreement signed by Special Counsel. A copy may be obtained from the Designated
Attorney at the Division ofI.aw.

D.

I~ew Jersey Business Registration

Pursuant #o N.J.S.A. 52:32-44 (b), Special Counsel must have a valid New Tersey Business Registration
prior to entering the Retention Agreement. If Special Counsel is not already registered or does not know if
i#s firm is already registered, with the New Jersey Division of Revenue, registration can be completed or
verified online at the Division of Revenue website:
http~lhvww state ni us/trcasury/revenue/busre~cert.sht~nl
As part of its Special Counsel proposal in response to an R~Q, or, if not done then, the first time Special
Counsel is retained, Special Counsel must submit a copy of Special Couttsel's _Business Registration.
Special Counsel is responsible for keeping its Business Registration current,

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.

Cectifictttion and d9sciostire requirements

(a) The State sha11 not entertain a proposa] from Special Counsel or enter into a contracC to
procure from any Special Counsel services or any material, supplies or equipment, ar to acquire,
sell or lease any land or building, which includes the enhy of Retention Agreements with Speeiat
Counsel, where the value of the transaction exceeds ~a17,500, if that Special Counsel's Business
entity has solicited or made any contribution of money, or pledge of contribution, including
in-kind contributions to a candidate committee andlor election fund of any candidate for ar holder
of the public office of Governor or Lieutenant Governor, or to any State, county ~oliticat party, or
to a legislative leadership or mwlicipal political party committee during certain specified time
periods.
(b) Upon submitting a proposal to be Special Counsel, and again, prior to entering into any
~Zetention Agreement, the Special Counsel shall either;
(i) complete and submit to the Designated Atforney the Two-Year Chapter 51/Executive
Order 117 Vendor Certification and Disclosure of Political Contributions form, certifying
that no contributions prohibited by Chapter 51 have been solicited or made by the
Business Entity and reporting all contributions the Business Entity made during the
preceding four years to any political organization.organized under 26 U.S,C. 527 of the
Internal Revenue Code that also meets the definition of a "continuing political committee"
within the meaning of N.J.S,A. 19;44A-3(nj and N.7.A.C, 19:25-1.7. fine form is
available on the New Jersey Division ofPurchase and Property website at:
hitp:Uwww.state.ni.us/Yreasury/aurchase/forms/co134/c5i eo117 cd 02 10 09.pdf
The instructions, for the form are available on the Division of Purchase and Property
website at:
http~//www stated usltreasury/purchaselforms/eo l 34/cS 1 eo117 cd instr%2 02 2~09,pdf
or
{ii) submit a copy of Special Counsel's still valid Two-Year Chapter S1/Execative Order
117 Vendor Certification.

{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.

Breach of Perms of Chapter SY or ~O 117 is a Breach oi'Retention EigreemenC

It shall be a breach of the terms of the Retention Agreement for the Special Counsel (and ati those
attributed to Special Counsel's business entity} to do any ofthe following:
{a) make or solicit a contribution in violation of Chapter S l or EO 117;
{b) knowingly conceal or misrepresent a contribution given or received;
(a) niaka. dr solicit contributions through intermediaries for the purpose of concealing or
misrepresenting the source ofthe contribution;
{d) make or solicit any contribution on the condition or with the agreement that it will be
cpntributed to a campaign committee or any candidate of holder of the public office of Governor,
or of Lieutenant Governor, or to any State, county or municipal party committee, or any legislative
leadership committee;
(e} engage or employ a lobbyist or consultant with the intent or understanding that such lobbyist
or consultant would make or solicit any contribution, which if made or solicited by ehe business
entity itself, would subject that entity to the restrictions of Chapter SI or E0117;
(fl fund contributions made by third parties, including consultants, attorneys, family members,
and employees;
(g) engage in any exchange of contributions to circumvent the intent of Chapter 51 or EO 117; or
(h) directly or indirectly through or by any other person or means, do any act which would
subject that entity to the restrictions of Chapter 51 or EO 117.

~+.

A.dditional I}isclosure Regniremen# of P,d.. 2045, c. 271

Pursuant to P.L. 200, c.271 (Chapter 271), every Special Counsel is regaired to disaSose its (a~~d its
prJncipals') political contributions within the immediately preceding twelve (12) month period to proposal
subrnissian or execution of a Retention Agreement. No Special Counsel will be precluded from being
retained by virtue of the information provided in the Chapter 271 disclosure, provided the form is fully and
~ccurateiy completed in connection wi#h the execution of any Retenrion Agreement. The firm anticipated
#o be selected as Special Counsel Por that matter wiIi be required to submit. Chapter 27P disclosures in
connection with the execution of any Retention Agreement.. The form is available at:
htt~~.//www state ni us/treasury~urchase7formslCertandDisc2'706.pdf
Please also be advised of the responsibility to file an annual disclosure statement on political contributions
with tiie New Jersey Election Law Enforcement Commission (ELEC}, pursuant to N.J,S.A. 19:44A-20.13
(P
A
L. 2005, c. 271, section 3) if Special Counsel receives in excess of $50,000 from contracts from one or

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.

Notiee of Set-aff for State Ta~:es

Pursuant to P.L. 1995, cI59, effective January 1, 1996, (codified of N.J.S.A. 5 :49-I9 et seq.}, and
notwithstanding the _provision of auy other law to the contrary, whenever anq taxpayer, partnership or S
carporaYiaii under contract to provide goods or services or construction projects fa the State.of New Jersey
or iYs ageneres or instrumentalities, including the legislative and judicial branches of State govcrnmenf, is
entitled to payment for those goods or services at the same Time a taxpayer, partner or shareholder of that
entity is indebted for any State tax, the Director of the Division of Taxation shall seek to set off so much of
that payment as shall be necessary to satisfy the indebtedness. The amount set-off shall not allow for the
deduction of any expense or other deduction which mighC be attributable to t1~e taxpayer, partner, or
shareholder subject to set-off under this Act.
The Director of the Division of Taxation shall give notice of the set-off to the ta;cgayer, partner or
shareholder and provide an opportunity for a hearing within thirty (30) days of such notice under the
procedures for protests established under N.J.3.A. 54:49-19. No request for conference, protest, or
subsequent appeal to the Tfix Coart from any protest shall stay the colIeciion ofthe indebtedness.

~.

'Notice of IVew Jersey Ctrnflict of Interest Law

The N'ew Jersey Conflrct of Interest Law, N.J.S.A. 52:13D-12 et seq. and executive Qrder !89 (Kean},
prohibit certain actions by persons or entities which provide goods or services to any State Agency.
Specifically:
No Specie[ Cowrsel shall pay, offer to pay, or agree to pay, either directly or indirectly, any fee,
commission, compensation, gifr, gratuity, or other thing of value of any kind #o any State officer or
.employee or special State officer or employee, as defined by N.J.S.A. 52:13D-T3(b) and (e), in the
Department of the Treasury ar any other agency with which such Special Counsel transacts or
offers or proposes to transact business, or to any member of the immediate family, as defined by
N.3.S.A. 52:13D-13(i), of airy such officer or employee, or any partnership, firm, ar corporation
with w3tich'they are employed or associated, orrn which such officer or employee has an interest
within the meaning of N.J,S.A. 52:13D-13{g).
ZI.

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.

Source Dise[osure Certification

Execution of the Retention Agreement confirms that Special Counsel agrees, in accordance with Executive
Order I29 {McGreevey) and N.3.S.A. 52;34-13,2 (P_L. 2005, c. 92), that all services performed for the
Retention Agreement shall be performed u~iihin the United States. In the evenf that all services perfarttied
for the Retention Agreement shall NC?'I' be performed within the United Sta#es, Special CaunseI shall send
the Designated Attorney a letter that states with specificity the reasons why the services cannot be sa
performed. The letter shall re9uire review and approval pursuaP~t to N.J,S.A. 52:34-14.2.prior to exeoution
ofthis Retention Agreement.

J,

Certiflcatlan of lYon-Invo6vemenY in Prvhibtted Acfi~ities in irAn

Pursuant to N.J,S,A, 52,32-58, Special Counsel must certify that neither Special Counsel, nor one of its
parents, subsidiaries, andlor affiliates (as defined in N.J.S.A, 52:32-56{e)(3)), is listed on the Department of
the Treasury's List of Persons or Entities Engaging in Prohibited Investment Activities in Iran and that
~ieither is involved in any of the investment activities set forth in N.J.S.A. 52:32-56{~, If Special Couttsel is
unable to so certify, Special Counsel shall provide a detailed and precise description of such aetivitaes. The
farm is available at:
ham//wmv.state.nLi~s/treasury/purchase!forms/StandardREPForms,pdf

Updated 1/4/2013