City Clerk File No. Res. 14.704 Agenda No. 10.Z Approved: _QCI^.2.^0^__ TITLE; '%^ RESOLUTION AUTHORIZING A PROFESSIONAL SERVICES AGREEMENT-^ffi THE LAW FUIM OF ARLEO, DONOHUE & BIANCAMANO, LLC TO ASSIST AND ADVISE THE CITY OF JERSEY CITY WITH THE COORDINATION OF RESPONSES TO INFORMATION REQUESTS COUNCIL offered and moved adoption of the following resolution: WHEREAS, the City of Jersey City requkes the services of an attorney to assist aud advise with the coordmation of responses to information requests; and WHEREAS, the Corporation Counsel has recommended the appointment of outside counsel to assist and advise the City of Jersey City m this matter; and WHEREAS, Arleo, Donohue & Biancamaiio, LLC is qualified to perform these services and will provide these services at the City's usual hourly rate, mcludmg expenses, for a total amount not to exceed $20,000; sad WEREAS, N.J.S.A.19:44A-20.4 et se^. (the Pay-to-Play Law) took effect on January 1, 2006; and WHEREAS, the City is acquh'ing these services "directly and openly" as a statutorily permitted contract pursuant to the provision ofNJ.S.A. 109:44A-20.5 (Pay-to-Play Law); and WHEREAS, the law firm of Arleo, Donohue & Biancamano, LLC have completed and submitted a Business Entity Disclosure Certification which certifies that he has not made any reportable contributions to the political or candidate committees listed in the Business Entity Disclosure Certification in the previous one year, and that the contract will prohibit the law firm of Arleo, Donohue & Blancamano, LLC from makmg any reportable contributions during the term of the contract; and WHEREAS, Arleo, Donohue & Biancamano, LLC has submitted a Chapter 271 Political Contribution Disclosure Certification at least 10 days prior to the award of this contract; and WHEREAS, in addition Arleo, Donohue & Biancamano, LLC have signed the Pay-to-PIay Certification required by the adoption Ordinance 08-128; and WHEREAS, funds are available for fhe cost of these services m Account No.: 14-01-201-20- 155-312; and NOW, THEREFORE, BE IT RESOLVED by the Municipal Council of the City of Jersey City that: 1. The contract with the law firm. of Aiieo, Donohue & Biancamano, LLC is hereby authorized for one year, effective October 22,2014, for a total amount not to exceed $20,000. 2. This contract shall be subject to the condition that the vendor provides satisfactory evidence of compliance with the Affirmative Action Amendments to the Law Against Discnmiaation, N.J.S.A. 10:5-31 etseq. 3. The Mayor or Busmess Admimsb-ator is hereby authorized to execute an agreement in substantially the form attached subject to such modification as the Corporation Counsel deems appropriate or necessary. 4. A copy of this resolution will be published in a newspaper of general circulation in the City of Jersey City as required by law withm. (10) days of the adoption of the resolution. Continuation of Resolution Pg.# City Cierk Fiie No. Res. 14.704 Agenda No. 10.Z OCT 2 2 2im TITLE: RESOLUTION AUTHORIZING A PROFESSIONAL SERVICES AGREEMENT WITH THE LAW FIRM OF ARLEO, DONOHUE & BIANCAMANO, LLC TO ASSIST AND ADVISE THE CITY OF JERSEY CITY WITH THE COORDINATION OF RESPONSES TO INFORMATION REQUESTS I hereby certify that fhere are sufficient funds available m Account No.: 14-14-298-56-000-856 for payment of this resolution ^ Matt Hogan, JRfefe Manager SO/10/14 APPROVED: APPROVED: Not Required COUNCILPERSON GAJEWSKI RAMCHAL BOGGIANO AYE ~T_ ~T APPROVED ^' RECORD OF COUNCIL VOTE ON FINAL PASSAGE 10.22. 14 NAY N.V. COUNCiLPERSON AYE NAY N.V. COUNCILPERSON AYE ~T RIVERA YUN OSBORNE ~z_ COLEMAN z: 7~ ~T ~7~ LAVARRO, PRES N.V.-Not Voting (Abstain) Adopted at a meeting^ the Municipal Council of the City of Jersey City N.J. RoiandoR. Lavarro, Jr., President of Council N.V. ~r, WATTERMAN / Indicates Vote NAY Robert Byhe, City Cl^rJ AGREEMENT This Agreement dated the _ day of _, 2014 between the City of Jersey City/ a municipal corporation/ with offices at 280 Grove Street/ Jersey City/ New Jersey 07302 ("City") and Arleo/ Donohue & Biancamano/ LLC ("Special CounseF/). WJTNESSTH/ that in. consideration of the mutual covenants set forth/ the City and Special Counsel agree as follows: Scope of Agreement Special Counsel is hereby retained as an independent contractor to assist and advise the City of Jersey City with coordmating responses to information requests. Affidavit of Services Special Counsel shall submit a monthly affidavit of services to the Corporation Counsel. The affidavit shaU specify in detail the services rendered and the time spent on those services. Consideration A. For the above services/ Special Counsel shall be compensated at the rate of $150.00 per hour/ including expenses. The total amount of this agreement shaU not exceed $20/000. B. The Special Counsel shall provide a monthly statement for services rendered. The Special Counsel shall submit to the City admmistration no later than the tenth day of each month an affidavit of services specifying the total number of hours worked/performed during the preceding month. Special Counsel shall contact the City when Special Counsel are within 15% of the contractual limit amount AU statements shall be supplemented by the City s voucher. Billing Practices and Other Guidelines Procedures Disbursements should be charged only on the basis of the actual direct out-of-pocket cost to the Special Counsel and billed with sufficient detail to permit assessment of their compliance with the followmg guidelines: (I) in the case of photocopymg/ the per page charge not to exceed fifteen cents ($.15) per page; (ii) m the case of facsimile transmittal/ tiie per page charge not to exceed one dollar and fifty cents ($1.50) per page; and (m) charges for mileage and parking shall not be charged to the City. The City expects that the Special Counsel will need to obtam the services of thirdparties such as court reporters/ investigators/ consultants/ experts/ title companies/ appraisers, messenger services/ etc./ in order to carry out their assignments and will contract with those service providers upon the approval of the City. With the exception of the court reporters/ Special Counsel shaU notify the City of their engagement of aU third-party service providers and obtain authorization for those services from the City. The Special Counsel will pay aU third-party service providers directly and will bill the City for those services detailed disbursements mduded in monthly invoices. This City will not accept separate invoices from service providers directly to the City for payment. If the Special Counsel receives discounts from messenger services/ title agencies/ investigators or other categories of service provider/ those discounts must be passed onto the City and noted on each invoice. The City does not agree to pay for the following disbursements unless spectftcaUy approved in advance for any specific matter by the City. o word processing; o secretaries' overtime/ proofreading/ placing or organizing documents in files; o meals; o first class air or raH travel/ chauffeur driven limousines; o hotel accommodations; and o charges for use of conference rooms or office space. Should the services of one or more other persons with Special Counsel's firm be deemed necessary and approved/ the City expects that an appropriate number of attorneys and paralegals at all practice levels will be available for assignment to its matters so that matters can be handled in the most efficient manner possible. Further/ tihe City expects that tasks will be performed by the appropriate level attorney (partner or associates) or paralegal. If the Special Counsel decides to staff tasks such as document indexing or preparing deposition summaries with associates rather than paralegals without the City's prior permission/ fhe City agrees to pay only at the rate for paralegals. The City reserves the right to discuss with its outside counsel and approve the particular attorneys who will be assigned to work on each matter. The City also reserves the right to request the removal of any attorney from the City's assignments for any reason. The City does not agree to pay for excessive in-office consultants between attorneys or attorneys and paralegals/ or for admirusbrative meetings with associates and paralegals. The City does not agree to pay for time spent educating lawyers as a result of the transfer or work between attorneys within tihe law firm unless approved by the City m advance. A complete or substantially complete transfer of work from an attorney having significant responsibility on a matter to another attorney or attorneys must be approved by the City. The City does not agree to pay for more tihan one attorney's attendance at meetings/ depositions, conferences or hearings unless the City authorizes such attendance in advance. Assignment The services under this contcact shall be performed exclusively by Special Counsel not by any other member of his farm. Special Counsel may assign work under this contract to another person within the firm only with the approval of the Corporation Counsel. New Jersey Business Registration Requirements The contractor shall provide written notice to its subcontractors of the responsibility to submit proof of business registration to the contractor. Before final payment on the contract is made by the contracting agency/ the contractor shall submit an accurate list and the proof of business registration of each subcontractor or supplier used in the fulfillment of the contract/ or shaU- attest that no subcontractors were used. For the term of the contract/ the contractor and each of its affiliates and a subcontractor and each of its affiliates [N.J.S.A. 52:32-44(g)(3)] shall collect and remit to the Director, New Jersey Division of Taxation/ the use tax due pursuant to the Sales and Use Tax Act on all sales of tangible personal property delivered into this State/ regardless of whether the tangible personal property is intended for a contract'with. a contracting agency. A business organization that falls to provide a copy of a business registration as required pursuant to section 1 of P.L.2001/ c.134 (C.52:32-44 et al.) or subsection e. or f. of section 92 of P.L.1977/ c.110 (C.5:12-92)/ 'or fhat provides false business registration information under the requirements of either of those sections/ shall be liable for a penalty of $25 for each day of violation/ not to exceed $50/000 for each business registration copy not properly provided under a contract with a contracting agency. Special Provisions The City reserves the right to terminate the within Agreement at any time for any reason whatsoever/ m wHch event the Special Counsel shall be paid for services due up to the date of termination. Thereafter/ this Agreement shall be considered null and void with no further rights or obligations emanatmg therefrom. Unless sooner terminated or renewed this contract shaU be one year commencing on the date the contract is executed by city officials. IN WITNESS WHEREOF/ the parties hereto have set their hands and seal or caused these presents to be signed by their proper corporate officers and their proper corporate seal hereto affixed the day/ month and year above written. Affirmative Action Plan (A) If the contract exceeds $9/200, it shall also be subject to the Affirmative Action amendments to the "Law Against Discrimination^/ N.T.S.A. 10:5-31 et sec[. (B) This contract shall not become effective and special counsel shall provide no services under this contract until he or she has executed the following documents: 1. A supplemental Affirmative Action agreement pursuant to N.T.S.A. 10:5- 21 etseq. 2. An Affirmative Action Employee Information Report (form AA-302) (for contracts which exceeds $9/200). These documents may be obtained from the department responsible for the admmistration of tihds contract. All of the terms and conditions are made part of this contract. Attest: City of Jersey City Robert Byrne Robert Kakoleskx City Clerk Business Administrator WITNESS: ARLEO, DONOHUE & BIANCAMANO/ LLC 10/10/2014 14:40 #668 P.003/011 From: STATE OF MGBPW JERSEY Fomo AA302 Rev. 31/11 Division of Purchase & Ifrop^rty Contract Compliance AuditUntt EEO Monitoring Program jm^.OYEE ^FOBM&TlfOM ^KPOiHT IMPORTANT-fieAD iMSffiUCTKWS CAREFULLY BEFORE COMPLETING FORM. FAiLURE TO PROPEKLY COMPLFre THE ENTIRE FORM AND TO SUBMIT THE REQUIRED GBP150.00 FEE MAY DELA*^ ISSUANCE OF YOUR CERTIFICATE, DO NOT SUBMIT 6EO-t REPOST FOR SECTtON B, rTEM 11. For ;nstrucitons on completing ?6 form, go to: imp;' /www^'-t-T9,n;, iihitt<-a^uiy/'cynt;act_<:onipl;i)(>cc.;pdf/a.^[)^[n5.pdF SECTION A - COMPANY IDENTIFICATION 1. HD. NO. OR SOCIAL SECURITY 3. TOTAL NO. .EMPLOYEES IN THE ENTIRE COMPANY 3. TYPEOFBUSIWSS LMFG E] 2. SERVICE n 3-WHOLESALE LI f, RETAIL D 5. OTHER 4. COMPANY NAME Arleo& Donohue.LLC COUNTY STATE crrv S. STREET 622 Eagle Rock Avenue ZIP CODE 07052 Essex NJ West Orange STATE CITY 6. HAME OF PARBNT OB- ATFILIA.TED COMPANY (ff NONE, SO INDICATE) ZIP CODE 7. CHECK ONE: IS THE COMPANY; ^ SINGLE.ESTABUSHMENT EMPJ-OYER. 1-1 MULTI-ESTABlUSHMBNT EMPLOYER. 8. IF MULT3-]ESrA_BL;$HMENT EMPLOYER. STATE THE WUMSER OF ESTABLiSHMENTB IN ^ 9, TOTAL NUMBER OF EMPLOYEES AT ESTABLISHMENT WHICH HAS BEEN AWARDED THE CONTRACT 10- PtJBUCAOSNCYAWARQENOCOCTtACL CCTY COUNTy STATE DATE RECEIVED llMAUQ.DATE Official Use Only ZIP CODE ASSKiMiGOCERTIFIC^TrON NUMBER ^SECBOMH" EMPLOYMENT, RATA 11. Rcpon all permanent, temporaiy and pan-timt; unpidyecs ON YOUR OWN PAYROLL. Enter (he apprupriate fiEures on Bi3 iinK and in all columns. Where shew art cio cmptey^M in a particular caiegoiy, emera zero. Indude ALL cfflployeos, 001 iustt)i(i*< in minonty/non-minority categories, in cdwnns 1,2? &.3, DQNOTSUBMtT ?1 eeo-i REPORT, JOB CATEGORIES pFfiMflNEMY>>(nm>f(|WNOT-MIWIRmr RhffLPYEf; RRBflKftflWN Ml EMPLOYEES COL. 1 MA LE*****'t******** "1:.11** *** I ******** tf lr+ GRN3E3EtA3L SERVICE CONYAACTS During the performance of this contract, the contractor agrees as fo3low$; The contractor or subcontractor, where applicable will not dlsciilnuftate agarn^t any employee or applicant for employment because of age>> race, creed, color, national origin, an> mantel status, afifeoHonal or sexudl orientation, gendex identity or expressiofl, disability, nati0ji?!ity or sex. Except with respect to affectioaal or sexual orientation and gender identity or expression, the comraetor will ensure that equal employment opportunity is affocded to sucli appUcasts m recruitment and employm&nt, and th^t employees are treated durmg employment, witlious ?gard to their age, race^ creed, color, n&tion^l oiigin, ancestry, marital status, affectional or seKual orientatiots, gender identi-fy w expfss$ion, disabxl.iiy^ i^flonalify or sex. Such equal employment opportunity sjhall mclude, but not be limited to the following; employment, upgraditi^, demotion, or tmnsfcr; tecruitment or recrtii.tro.ejat advertHsing; layoff or tsrmmatioa; rates of pay or other forms of compensation; and selecfm f&r trauiiag> moluding apprcnticoslup. The contractor agyess to post m conspicuous places, av&Uablfi to employees and aii'plicants for employment, notices to be provided by the Public Agency Compliance Officer setting forth provi$JEons offhiis RAncHscrimingti.on clause. The cordxactOt or subfiontraotor, where applicable \vill, in &U solicitations or advertisements for employees placed by or on b^alfofthe contractor, state that ati quab'fied app^nts wiill rec&ive C0iti$idmtiott for employ^ietit without regard to ag^, race, creed, coloy, national origin, ancestry^ marital status, affectional or sexual orientation, gender identity or expression^ > and labor unions) fcat it doss no< discrinunate on the ba?i$ of age, race, ciwd, color, national origin, &R?stry, maritel stetus>> afFectipnat or $exual orientation, gcndsr iefcntity or expressiQHi ijisafcHi.tyi n&Uon&Iity or sex>> and that it wi]] discominufi the us& of any recntitment agency which wgagss in direct or indirect (tiscnmuifltorypxactices. The contra&tor or sutwontra^or aigre^s to revise any of rts testing pi'ocsdurw, ifmsc^SKary, to assure tliat all personnel testing confiortrts with the principles ofjob'rcl&ted testing, as e^ablished bytiie statutes and coyrt dooisioss of the Slate ofMflw Jersey and as ssiablishcd by appiicablc PedeTal law and appltfiable Pc'dwal court (jectslon^ to corifonninfi with fhs targeted emplttyment goals, die contrEKtor or &ubcontraraEt&is to review ail pr&csdurfis relating to -{ffflisfer, upgrading, downgfadingand t?yofFto exisure that ail such actions fin latten without regard to age, race, creed, coior, nBtional orisin, aiieestry>> marital status, affectionai orssxttal odcntationt gender idsntity of ^xpresBioOf 4iSBj3i]ity, nationality or sex, consistent with the $tatiites ^sid court dedsions of the State of Now Jcraoyt and $pp1ic8bb F&dcral law arid applicable Federal soun dccjsions. The contractor shall submit to the pvblic aswv.y, after notification o^awaM but priorto execLitton of 8 goods and services wntrgct, one &f the fo^owing three docyments: Letter ofFetteral Afflffiistfvft ActiOTl Pldft Approval Certffieate offimptoyes Inform^pn Report Bmpjoyee Information Raport Fonn,AA302 (eleefronic&lly pwvi^?i? by the Divisfcm afld distributed to die public agen&y through ths Oivislon^s wcbsite st www.ete^e.pj^s/fre^yiTy/co^^t ^otnptffinttii The contractor and its subcontractors shall farnlsh such reports or otter documents to the Divisioti of Purphase St, Property, CCAU, GBPBO Mcn'iitofing Program as may be requ63t<n 85 niay b$ requssted by thfe DivisHtfji o^PtUtthaae & Propertyt CCAU, EEO Moniforing Program for condufttirt^ a (iompjiain.ce mvcstigiition' pursuant to Sirbchapter 1.0 of the Atlmlnlstrntfve Code at.NJ.A.C 17^7. Tttc iuxtmlgnm vwSw ccrttttEg oft thitr c&mtuny'n w^pt, knowletlge nnd (iamnirtiscmt to cnmply wtth; KXBGMTA NJ^A. f0;i(*3l nnd NJ-A*C. 17^7 MAN&AtOHV EQUAL EMI^LOyMENTQPiPORTUNn'YLANGDACR Goods, Protetrional Sctvlcet ftitd CEwienl S-ci<T^ y /4 < U GBP) ^/cQ 'hU^_ Rciimuitotiv^ St&nitunt / V VUl o_\7/^^-K+- Q_ Nftfflt QfComMnyi ft-f. f ^C} 4- &0^/(0 1^/14^ ^^^-- T*t. Nn.d.73,.2^r ^ & <:) Oftfc; ^iioil^ From: 10/10/2014 14:42 #668 P.006/011 ^y&wt^j^ . AMKMCANS wrm i&iBiAisrbmss ACT (C)F X?90 ^(jtttol O^^ffrtmid^y &r Xt>>4Mdnate w?fi PIwbIH^ tf^Q6 wid actlviites pt'&vjlderf pr toifl^ti swHa&lfl by pubHcs wilitEeiS, (tnd t&ft rolBy, and f>)n^nr^fflt^&ftjp^ftf^li8ec^cfcto^^dlnfffiny^t?n^orstwt<^<%behtilfof^ &WftwpWflit^tothIscontt^thffc<^trftt^r^Ktw?^^p^)mtt>>%^8UbfrJn^otti^ fhfi Aoi IflL the ewit tiut ^i? ooBttia&for, tte flgMrts, svw^i <>>mpteyws> of eu&watrootQts vidlitti o? Atft Aitte^^tohavAVlolflted^AocdurJttg^fiptt'fetin&tt^ofth^nt^o^lfi&oontmotWBbftlH^o h nay 80tio>>fltf>^ p?too^attdj^!i^<^th&owB(y*itsi^t^w^antffAfl^flt^l()y^^mMdd8tt^^ cNms,Ios^d(^wds,o^wh^vwidn^0rnftto?.flrtsfogoutof^o^it^ Atte^ vjtoNoo, Tlw oonfiwstwsNI, <>ffwdd?, ff>fl.ny AotfoffQif^Imiioigtwt^ tff&wfidlogrtettlteip cn.ffwanf o^dama^tt figalnst t&e owAer>orif(h{io^mortaoutSflay<>>(^?t<>fliy?Aviu^tioaoftheADAw^iAhhtytbctot^^ to ^ yiwww yywwi^ t&9 oofifractor Ml ss^&Sf ftnd di?^>>iig6 th<< $stn& at !& own TOip&na^ The > ssMon as ]pacU>>ay^ af^fl dftte W bc^ madft ftg^rt i^ sihrew4tto>> tK^ fhft wiriractor atoag wMi fitll ^nd oanylfitfr pArtBwto offiite ofetm^ ff'tiuy aftribB w ftdmlSatrtftUw prwwdfttg k fcnntsht t^nst tl>> owftftf crfiuy of its dgfiftt^ peyva)!!^ and'Athpldiy^t dw ff^mr&W tffxpipditfawiy fi?"Wi"d CT hAW finwdrdKt to tfts tWltmctor cwty dcfflftnd, ptoadhtgt or oriw |trop<>v&t by tho own&r oftiia ssm'cff^ provide ^ ^a wntatctorjERftsttftntfofiiti! Wii^otwUIiiotwl^-tfuiptmtmotarof'^ohlJlgafiQtti^ (soiiaptywtththftAet ^ttd t>> (&y5&tdE, tndemal^}>j>>t6c^ nnd ^avo )it&![mJfws.tli& owwrptttattattttti &te pattffttipfc It)ttfU^w8g?e>Httyi$iwo61i^ontoIn(imn^orsav*h ^ottftwtor* to ftg?t>>, ffftjwan^ <sfhat:t&? provfoiis>>$ofthjt jijidemniftoattoit otdttwsMl feino-wey tMtth^(w>>frBCitor^A&U|^tlcaw &i>>ttirft6(t itt fiiw AgrettttfiBtt norsUaII they ,b* coastmed to relieve tfcfr &(<vNiM^ritme of Commyi 6<-/6tei--/p//^//^.., From: . 10/10/2014 14:42 #668 P.007/011 MiaorityAVoman Busittfess Enterprise CM'WBIE) Questitmnaire for Bidders Jersey City Oydmanoe C-829 establishes a fioal of awardmg 20% of the dollar amomt of total city prwurement to minoxity and woman pwn^d bu$tos enterpisss. To assist us in monitoring our acMevem&nt of this goal, please jin4j(^t& Mow w^et'h&r youf company is or is n.oi ^ minority owned and/or woman own&d business, Eind return this ferm with your bid proposal, Bysmess Name: C{^Jlx^ '1 0 (^-H^L^. , L. L C Address ; J^ ^ 2- EUR^A A^ 0^ - ^^^ ^^^ TeUphoneNo.: _ f^3 - ^ $ 4 -- P^ ^ d> Contact Naixw: / /,M OQ/V-/^ k 4'f3 Plea$e chwk applicable category: Minority Owned Business (MBB) ......... Minority& Woman Owned Busmess(MWBGBP) Woman Owned business (WBE) X Neitibier Defwitiuim Minority BusEness EnterpritKi Minority Business enterprise means a busS^ss which [s ft sols propri^wship^ partn^rahip or coypo?tion at least Sl% of which is flwn^d asd ooiiirolled ly persons who arfi Africeo America^ aisp&nld, Asiftn /toisrican, Amffican Indian > Puerto Kican, Central or South Atnwiesn or OtHet i^on-Europeaa Spanish flultars or origin regardlgss of race. Asian; a p&rson havmg^ origins m any oftiie origind peoples of A* Far Best, South East Asia, fadian sybo&fttia^ Hawaii orthePaoiScTsla&as. American Indian or AIaskBti Native: a ptirsoAttaving or^instoanyofthe wigiti(ri ps&p^s ofNortti America and who fiiaintafos cultural i^tifii^ttpn tbrougb toib&l affiliation or commymty recoetHtiort. Woman Business Enterprise Woiaan Business Enteipr^ meam fi business whioh is & sole proprietorship, p&rtnerahip OT corporatloft at l^ast 5 ofwNch ig owied aad. tioBfrolled by a -woiaan or womw. OFFICE Or ^QUAL CCTORTUNXTY COPY 10/10/2014 14:42 From: i?668 P.008/011 . ^RT^CATION03PCOMPLUNGB;mTHX3B3SCrT^01S'JTe^^ya[Ty / CONY]^^ORPAy-TO:3Pl.AyRE^pRMOm?^ANCje08"128A3)pyXKO 0??.S3?TGBP3tfBE%3,A008' ' - " oo ' o'o o'' ' - . ! oPAJEtt I-Vendor A^u-msb(TM)'.. , : ''-o''.-'. ' \-o o : t ' leund^gde^^ingau^orii^^d'lcfaowl^g^lc'ofil^ciicui^ o " o 'Z-A-tA^. f .-_&y^^^~-- fiiame of btosja^ w^y). ^ not wade aoy reportable' . tun]ttaT?u^oosm&o**6ne-yearpw6dw6cedyote . /^J /-O/ ^-Pl^f. ^date my,Council \ awwis conceit) fHaf'would be dec;roed to le-violatiozts of Section .OiBcs of the City of Jersey Gityr.s, ' oCcmtractocr-Pay-U^-Play Kofcnm (5Fdinauc& 08-128'^CifaedaiereEo)-snd4hat ypuld 'bar &e Bwnfd, Of .this, contwct I fitrte cert^that dilm)^. thft t'efm oftliecbxittract- Cf<^^!~) .r- './P^.'sc (WSG,S 128. . PARTSt-Sign^ttur&WidAttest&tiori: ... . ' . o 'o ' Xhe vndersl.gned is j&>>IIy sware ffc'at ifl'hay&jnterqireseoted in wl^olc or part fhis sfeaatiott dad >CGi?ati(CT', I aad/orfbe busmeAs entity, will be liab^ferAny'petial>^|^-^KjS> ^CAiptw^ Sc&l) 5HARON E. BOYLE ; .' A Notary Public of New Jersey oo . o ^ Commission Expires AUGUST 2', 201.5, , . , **Pumiant to Section 2 of Ordinance 08*128, D&TOHtribuWs or solicitation of "contrib'utiofts made prior to the effectivfc date Ordift&nc^ 08-128' (S&pfember 23,200S) shs3\ be deemed to be a violation of fhe Ordinance, o o . ^WMWCSMHBHffihywPWftlH^l^CwfBt^n^^ 10/10/2014 14:42 From: #668 P.009/011 BUSINESS ENTHY DISCLOSURE CE]R.CT:tCATION FORNON-PAjaAND OPEN CONTRACTS ]E<^wn:GBPdr'ui;suflntToNJ.SA.iy;44A-20.8 CITY ofjissssy ary ESSSJ."- Vendor A^mxation The undersigned, l?a?g authoiized and faia^vle^geable of the cu:(u.m?tanc<;?>>'<3oGBP? hffraby cerrify tI-Kit the has not made and will not mafce any rcporfeblc contsbudons pursuant to N.J.S.A, 19;44A-1 tit sellowjftg named candidate cotnttnittttc, Joyit cnttdiciiited fcomiMttee; or polidcal pEirty cottunitt&e .rep^ftssndng the elected of&agls of the AS defined pursu;i&tto N.I.S.A. ].9:44A"3(p), (c0 And (r)> Blection Fund fot Steveti Fulop (2013^ Team Fulop Ruttoff LdVftttO foy CouncU Coxmcilp&rson Fx*flite Gajcwski CouticiE^ersonKhemtaj"Chico^K^ Couficilpfccg&ti Rtchftjcd Bqgpfiaao CoimcilpeciSQn Michael Yun CowtcHpejtSfOflJoyc^ B, Wattecman Ctiufacilpersflft Candicc Ofiborac ^UJ^I]t^'ra6ft^an^l1^wiIial ^__,_: Coufiexlpct'&oa Plane Colemati Team Fvlop, ^t^-,Qwttcr?faxp Dis<:los,iu-fi,,CftflAtoto I cfictify that die list below coftMme the oan?es snd home addressc? ofAllowneiW ]holdingl0% otniotc oftlie fe?uCi? ftftd oucscfindmg- stock of the midCTsigiicd, Check the box that tepresents t^e typ8 of busmcsa entity; tonersbip UCoxpoj'adon LJSoIe Ptoprictorship USubcbapter S CorpOi'iltiofl iUmitcd Partflership IjiyiJmited Liability CoiyoKltion UX-imlted Liability Parttienihip NainftfrpfSlto&KwSharehQldlftr r/^rhy o^^/e^ Home Address ^ t Sh ^KA^t/te ^ ^^.u.e A^-J~^ o -> o ^{L C^-L-bt^lf /^-T .^^.0GBP>^ Part 3 - Si^tm,Ml3U^^?^te, The undewigotid is fblly swaie difltifl Jittve wsre^flBsstitBd in w4i&k ot part this affimaiidon and fcCa:tiScfttioni I atid/oi the bu$jiaftss ^? ^ ^ ^ ..__jLiL^L. Signed: ..^l^f^'^^d^A A.A ^,_ Ttde:^.. A^j ,.A^.'^/^r^- '^+- Print Nfttne: T^^.&V^y "/F)t^^Ak^_ DAtit;____^o_//, Su^^^ and sw^jra/be&rc'me' diis UJ^ day of -,3\4-H' , SHAROHE.BOYLS A Notary Public of New Jersey Uy Comtoissiou cxpirdE; My CoinmTssfon Expii'es AU&UST 2, ^ r lie* (AffiMt)~0 (Print name & tldfl of affiimt) (CospQ^ Sea]} From: 10/10/2014 14:43 #668 P.010/011 BUSINBSS ENTITYPXSCLOSUKB C^RTIHCATION FORNON-FAffi.ANDOMsNCONmCTS . o RequitedPutsua.nt'To NJ^A. 1[GBP>i44A^O.^ .a^^ r- f^yr^^^L.. Lr^c^ . _ _ ' Tlie foUowmgis statutpty test?%latsd to &e feffns &nd dtations'us&d.iift^e Busme&s Eatity Hisdosure Ce.rfflScatioc foua. . . >, ' ' "Local Unit Pfty-To-PIay Lwlf (F.L, ZOM, c.X9, ftA Amettded by P.L. 2005, c.51) 19:44A-20^ Cetfaih contribution? deemed as coatfibutidns by business entity* o5* 'When a busim^s enttty is 'a natiaal peison, a conttibutloft by di&t pctsoti's spouse 01; child, icentelg thctewithj sh^l be deemed to be a conttlbud&taby Ae bu.sincfis entity. When & busjjoess fiutityis.othcr tfiana datutalpctson, ft coambudon by any pereon w, other busines& ews.ty h&viag sn iptKest tl'jesem shall be deemed to. ba a cpaTrlbution by t3b> any county coiiumttee of a poUticd pMty, &s Otgsmzed pwsuaut to R.S.1 ?i5"3, or any mmucipaJ ccitKntMtxtie ofa poiittca] puAy, a& o^gsttiaed pursuaut to IL Not Required COUNCILPERSON GAJEW?KI RAMCHAL BOGGIANO AYE. z: z: NAY RECORD OF COUNCIL VOTE ON FINAL PASSAGE t 9^ 1*; N.V. COUNCILPERSON YUN OSBORNE COLEMAN ~7- COUNC1LPERSON RIVERA Jfz_ LAVARRO,PRES. AYE ^ NAY N,V, WATTERMAN ^ indicates Vots Adopted at a AYE NAY N,V. ~s_ ^ ~7~ N.V.-Not Voting (Abstain) ting^ofthe Municipal Council of the City of Jersey City N.J. iRolaltdo R. Lavarro, Jr., President of Council Robert BVrne, City C\e^ Resolution of the City of Jersey City, NJ. City Clerk File No. Res • _1_6-686_ Agenda No. 10.Z.2 Approved: TITLE: RESOLUTION REAUTHORIZING A PROFESSIONAL SERVICES AGREEMENT TO THE LAW FIRM OF ARLEO & DONOHUE, LLC TO ASSIST AND ADVISE THE CITY OF JERSEY CITY WITH COORDINATmG RESPONSES TO INFORMATION REQUESTS RELATED TO THE PORT AUTHORITY COUNCIL offered and moved adoption of the followmg resolution: WHEREAS, the Municipal Council of the City of Jersey City approved Resolution 15-220 on March 25, 2015 authorizing a professional services agreement with the law firm of Arleo & Donohue, LLC, 622 Eagle Rock Avenue, West Orange, NJ 07052 to assist and advise the City of Jersey City with coordinating responses related to the Port Authority ofNY & NJ; and WHEREAS, the City of Jersey City requires the services of an attorney to assist and advise with coordinating responses related to the Port Authority tnformational Requests; and WHEREAS) the Corporation Counsel has recommended the reappointment of outside counsel to assist and advise the City of Jersey City m this matter; and WHEREAS, Arleo & Donohue, LLC is qualified to perform these services and will provide these services at the rate of $150.00 per hour, mchding expenses, for a total amount not to exceed S20,000; and WEREAS, NJ.S.A.19:44A-20.4 et seq. (the Pay-to-Play Law) took effect on January 1, 2006; and WHEREAS, the City is acquu-mg these services "directly and openly" as a statutorily permitted contract pursuant to the provision ofN.J.S.A. 109:44A-20.5 (Pay-to-Play Law); and WHEREAS, the law firm of Arleo & Donohue, LLC have completed and submitted a Business Entity Disclosure Certification which certifies that he has not made any reportable contributions to the political or candidate committees listed in the Business Entity Disclosure Certification in the previous one year, and that the contract will prohibit the law fmn of Arleo & Donohue, LLC from making any reportable contributions during the term of the contract; and WHEREAS, Arleo & Donohue, LLC has submitted a Chapter 271 Political Contribution Disclosure Certification at least 10 days prior to the award of this conb'act; and WHEREAS, in addition Arleo & Donohue, LLC have signed the Pay-to-Play Certification required by the adoption Ordinance 08-128; and WHEREAS, funds are available for the cost of these services in Account No.: 15-14-298-56- 000-856; and NOW, THEREFORE, BE IT RESOLVED by the Municipal Council of the City of Jersey City that: 1. The contract with the law firm of Arleo & Donohue, LLC is hereby reauthorized for a total amount not to exceed $20,000, including expenses. 2. This contract shall be subject to the condition that the vendor provides satisfactory evidence of compliance with the Affirmative Action Amendments to the Law Against Discrimination, N.J.S.A. 10:5-31 et seq. Continuation of Resoiution Pg.# City Cierk File No. Res. 16.686 10.Z.2 Agenda No. TITLE: RESOLUTION REAUTHORIZING A PROFESSIONAL SERVICES AGREEMENT TO THE LAW FIRM OF ARLEO & 00NOHUE, LLC TO ASSIST AND ADVISE THE CITY OF JERSEY CITY WITH COORDINATING RESPONSES TO mFORMATION REQUESTS RELATED TO THE PORT AUTHORITY 3. The Mayor or Business Administrator is hereby authorized to execute an agreement in substantially the form attached subject to such modification as the Corporation Counsel deems appropriate or necessary. 4. A copy of this resolution will be published in a newspaper of general circulation in the City of Jersey City as required by law within (10) days of the adoption of the resolution. I hereby certify that there are sufficient funds available m Account No.: 16-14-298-56-000-856 for payment of this resolution Matthew Hogan, Risk Manager 9/J4/16 APPROVED: APPROVED AS TO LEGAL FORM APPROVED: Business Administrator Corporation Counsel Certification Required n Not Required D APPROVED COUNCiLPERSON GAJEWSKI AYE NAY RECORD OF COUNCIL VOTE ON FINAL PASSAGE 1 0.1?. 1 6 N.V. COUNCILPERSON YUN AYE NAY N.V, COUNC1LPERSON RIVERA HALLANAN OSBORNE WATTERMAN BOGGIANO COLEMAN LAVARRO, PRES / Indicates Vote AYE N,V, N.V.-Not Voting (Abstain) Adopted at a meeting of the Municipal Council of the City of Jersey City NJ. Peter M, Brennan, President of Council NAY Robert Byrne, City Clerk RESOLUTION FACT SHEET - CONTRACT AWARD This summary sheet is to be attached to the front of any resolution that is submitted for Council consideration. Incomplete or vague fact sheets will be returned with the resolution. Full Title of Ordinance/Resolution RESOLUTION REAUTHORIZING A PROFESSIONAL SERVICES AGREEMENT TO THE LAW FIRM OF ARLEO & DONOHUE, LLC TO ASSIST AND ADVISE THE CITY OF JERSEY CITY WITH COORDINATING RESPONSES TO INFORMATION REQUESTS RELATED TO THE PORT AUTHORITY Project Manager Department/Divisipn Name/Title Phone/email Law Law Jeremy Farrell Corporation Counsel 201-547-4667 JFarrell@j cnj. org Note: Project Manager must be available by phone during agenda meeting (Wednesday prior to council meeting @ 4:00 p.m.) This is a continuation of a contract to serve as Special Counsel to assist and advise the City of Jersey City with information requests related to the Port Authority of New York and New Jersey. Cost (Identify all sources and amounts) Contract term (include all proposed renewals) Insurance Fund Commission. 16-14-298-56-000-856 Type of award Direct/Open If "Other Exception", enter type Additional Information I certify that all th^ facts p^sented herein are accurate Siguia^ure of J^eR^rtment Director Date Outside Counsel Aereement This Agreement dated the _ day of _, 2016 between the City of Jersey City/ a municipal corporation/ with offices at 280 Grove Street/ Jersey City/ New Jersey 07302 ("City") and/ Arleo & Donohue/ LtC/ 622 Eagle Rock Avenue/ West Orange/ New Jersey 07052 ("Special Counsel"), ll-ie Corporation Counsel of the City of Jersey City has selected Special Counsel to serve as Outside Counsel in connection to assist and advise the City of Jersey City with coordinating responses related to the Port Authority of NY & NJ. In consideration of the mutual promises and covenants set forth herein/ the parties agree as follows: I. CONFLICTS OF INTEREST A. Initial Conflicts Check. Outside Counsel must be sensitive both to direct conflicts of mterest that representation of the City and other cUents poses/ and to the less direct/ but nevertheless serious/ conflicts that may arise from the same firm's advocacy/ on behalf of other clients/ of positions conflicting with important City interests. Prior to Outside CounseFs engagement/ Outside Counsel shall carefully review whether any conflicts of either type exist and/ if so/ bring those conflicts to the attention of the Corporation Counsel. The City shall be promptly informed of and consulted with respect to all potential conflicts. Although issue conflicts may not necessarily result in a disqualification of Outside Counsel/ the City shall be consulted before Outside Counsel accepts an engagement that will require the firm to advocate a position that may be adverse to a City legal interest or otherwise prejudicial to the interests of the City. The City in its sole discretion shall/ after consultation with Outside Counsel/ determine whether an impermissible conflict exists/ or whether other circumstances exist that would undermine the public's confidence if representation by Outside Counsel continued. Outside CounseFs acceptance of an engagement on a matter without written disclosure of any conflicts constitutes Outside CounseFs representation that it has conducted an appropriate conflict check and no conflict exists. B. Citv Conflicts. The City has a duty to protect the public interest. As part of fius responsibility/ the City sets policies to ensure that the legal system operates in a manner that safeguards the pubUc s confidence in the integrity and impartiality of its administration. For this reason/ in addition to Page 1 of 16 insisting that its attorneys foUow the Rules of Professional Conduct/ the City prohibits Outside Counsel that represent the City/ while such matter is pending/ from: (1) Representing private parties before the City or any of its boards/ proceedmgs/ commissions or autonomous agencies in adversarial/ transactional or non-adversarial proceedings. Outside Counsel also may not/ on behalf of a private client, lobby the City or any City department. (2) Representing private parties m any matter m which the City also is a party/ if the private party has interests adverse to the City. (3) Representing a private client with mterests adverse to the City. (4) Representing another client if that representation would present a substantial risk that Outside Counsel's responsibilities to the City would limit its ability to provide independent advice or dUigent and competent representation eiti-ier to the City or the other client. (5) Representmg another cUent where the Outside CounseFs knowledge of the City's legal positions or strategy/ derived from its representation or prospective representation of the City/ could be used to the advantage of the other client or the disadvantage of the City. C. Continuing Obligation. The obligation to disclose conflicts continues throughout the course of the representation. Outside Counsel must review conflicts of interest on an ongoing basis as new matters are opened. Any new attomey/client relationships that potentially create a conflict shaU be reported to the Corporation Counsel immediately. D. Attorney-Client Privilege Group/No Representation of Other Persons/Entities Absent Approval. Outside attorneys engaged to represent the City (as opposed to a named person) shaU consider themselves to have formed an attomey-client relationship only with the City/ and not any of its individual employees. When speaking with current or former employees of the City/ Outside Counsel shall/ as appropriate/ advise those employees that although their dialogue will be considered attomey-cUent communications to the fullest possible extent/ counsels responsibility is to the City and they do not represent those employees m their mdividual capacities. As a matter proceeds/ if employees of the City will be examined under oath or interviewed in other adverse contexts/ and if Outside Counsel believe it advisable for them to represent the employees in their individual capacities at such events/ Outside Counsel must obtain the Corporation CounseFs advance consent before agreeing to represent such persons in their individual capacities. The Corporation Counsel/ in consultation with other City personnel/ Page 2 of 16 will determine if it is appropriate for the individual to receive representation and/ tf so/ by whom. Outside Counsel who are engaged to represent both an entity and employees of that entity simultaneously shall take aU necessary steps to ensure the continuing absence of conflicts/ and to preserve their ability to continue representing the entity m the event that conflicts develop between the entity and individual clients. II. WORKING RELATIONSHIP A, Identification of Objectives/Relationship Attorney. The Corporation Counsel or his designee will be Outside Counsel's prmcipal and regular point of contact for financial and strategic decisions. Only the Corporation Counsel or his designee has authority to direct Outside Counsel m the handling of the matter. If a City employee other than the Corporation Counsel or his designee asks Outside Counsel to proceed in a certain fashion or to perform certain activities with respect to a specific legal matter/ Outside Counsel shaU report the request to the Corporation Counsel and obtain direction prior to proceeding. Outside counsel shaU- designate an Attorney to be the Corporation Counsel's prmcipal contact. In all matters/ the City remains ultunately responsible for making all substantive decisions and determining the costs and benefits of contemplated legal activity. In many matters/ City attorneys will act as full co-counsel and be engaged with Outside Counsel in the day-to-day conduct of the case. In matters where Outside Counsel is handling that day-to-day conduct without City personnel as co-counsel/ the City shall be consulted on a regular basis throughout the course of Outside CounseFs engagement and to be kept fully informed of the current status and proposed course of the matters assigned to Outside CounseFs firm.. All strategic/ tactical/ staffing (including any proposed staffing changes) and significant resource allocation decisions about City legal matters must be made in coUaboration with the Corporation Counsel. B. Early Case Assessmenf/Cost Assessment. Each complex matter is to be thoroughly evaluated at its outset. The same applies to actions m which the City is the plaintiff/ except that the analysis will be performed before the case is filed. In any matter/ Outside Counsel shaU provide an early case assessment that includes analysis of (1) likely costs to the City from the process/ (2) possible outcomes/ mdicatmg the likelihood of each/ and (3) strategy and tactics for termination or resolution. The format of the early case assessment may vary from a formal written document to a verbal briefing or a combmation of a written budget wifh-a verbal briefing on other aspects of fhe case. Please note that time spent preparing a budget is not billable/ but counsel may bill for time spent preparing an early case assessment or a recommended discovery plan. Page 3 of 16 The City places significant reliance on cost estimates and Outside Counsel shaU prepare tihem with care. Although the City understands that imanticipated events may have an impact on. costs/ the City shaU be consulted promptly if Outside Counsel believes that the most recent cost estimate provided is no longer accurate. Should total fees or costs exceed the agreed budget/ or should fees or costs for a phase of the case exceed the agreed estimate for that phase/ without adequate explanation in advance that the increased expense will be necessary/ the City may require that an increased discount be appUed to unanticipated fees or costs and reserves the right not to pay Outside Counsel for any amounts incurred or expended in excess of the approved budget or estimate. For bond matters and other transactional engagements/ counsel may be expected to provide a fee cap for the transaction/ approved by the City/ prior to commencmg work. Only where a transaction materially changes in scope will tihe City consider revisions to an agreed fee cap. No payments above the agreed fee cap shall be made unless and until a revised fee cap has been approved in writing by the Director of the City or his/her designee. C. Staffing Unless otherwise agreed/ the senior attorney retained shall be directly and ultimately responsible for the entu*e assignment The day-to-day involvement of that senior attorney/ however/ shall be appropriate to the magnitude of the matter and the efficiency required for a timely/ cost effective/ quality work product. When a senior attorney can handle an assignment most efficiently (based on skill and experience)/ that senior attorney shall complete the assignment. The City shall be billed for only one attorney to attend events such as depositions/ witness meetings/ settlement conferences/ negotiations and meetings with- other parties' counsel. The City recognizes that in more complex matters and those with multiple work-streams/ it may occasionally be appropriate for multiple attorneys to attend significant events and for members of the team to consult with each other. The City insists/ however/ that no more tiian the minimum number of attorneys necessary to an event attend/ that biUable internal conferences and charges for drafting and reading internal email correspondence occur only when absolutely required/ and that the Corporation Counsel be regularly UTformed both of the number of attorneys who will attend significant events and the reason for the attendance of each biUing timekeeper. The City believes that it is most efficient for a single attorney or group of attorneys to handle a matter from begimiing to end and Outside Counsel shaU strive for such continuity. The City will not pay for learning time that may result from staffing changes at Outside Counsel's firm. In addition/ the City will not reimburse Outside Counsel for any routine training or supervisory time/ including time spent at seminars/ unless specifically approved m advance and included as part of the budget. The City will not ordinarily pay for summer associate time unless such time Page 4 of 16 has been identified as part of the approved staffing plan for appropriate work. The City wiU not pay for time submitted by librarians; secretaries; billing/ filing/ docketing or document clerks; internal messengers/couriers; temporary or clerical support staff; word processors; and IT professionals other than electronic discovery specialists serving a function suiular to that of paralegals/case managers. The City also will not pay for time billed by attorneys or paralegals to perform tasks (filing/ indexing/ etc.) that could and should have been handled by support personnel. D. Settlement. Outside Counsel shall have no settlement authority unless and until such authority is explicitly conferred on them by the Corporation Counsel. If Outside Counsel believes that settlement should be pursued/ Outside Counsel must seek instructions in tins regard from the Corporation Counsel/ and not pursue formal or informal settlement discussions without the Corporation Counsel's approval. Outside Counsel shall immediately mform the Corporation Counsel of any settlement proposal or overture/ formal or informal/ by the opposing party or counsel. Please note that under no circumstances can the City agree to designate a settlement agreement as confidential. All City settlement records are, by defmition, public documents. E. Media Relations/Law Firm Advertising, The City does not authorize outside counsel or vendors to comment publicly in any manner on any aspect of the City's legal matters. All media inquiries relating to the City shall be referred promptly to tihe Corporation Counsel and discussed with the Corporation Counsel before responding to the media contact m any manner. This includes even //no comment" or other non-substantive responses. If time is of the essence and Outside Counsel cannot reach the Corporation Counsel/ the Press Secretary in the Office of the Mayor shall be contacted. The City does not permit Outside Counsel to advertise or promote their relationship with the City/ other than by listing the City as a representative client. F. Engagement of E-Discovery and Other Vendors, Including Experts. Before engaging any vendor/ including electronic discovery firms and experts/ lobbyists or other consultants (in each case/ a "vendor )/ Outside Counsel must pre-clear that engagement with the Corporation Counsel/ unless the Corporation Counsel has explicitly granted exceptions to this preclearance requirement. The City will not be responsible for vendor fees or costs unless that vendor's engagement was pre-approved by the City. The City may require Outside Counsel to engage vendors with which the City has master contracts or preferred pricing arrangements/ and always will insist on engagement of the lowest-cost vendor qualified to handle a task (understanding that complex tasks may require vendors with. specialized expertise). Page 5 of 16 Outside Counsel will pay all fhicd-party service providers directly and will biU the City for those services' detailed disbursements included m monthly mvoices. This City wffl not accept separate invoices from service providers directly to the City for payment. Outside Counsel has the responsibility to ensure that there are no conflicts between any vendor and the City. In addition/ all vendors must execute the confidentiality agreement attached as Appendix A. The fee and disbursement policies as outlined in this Agreement shall be made available to/ and followed by vendors. It is Outside CounseFs responsibility to confirm that 41 third party billings comply with this Agreement Vendor payment arrangements shaU be discussed in advance with the Corporation Counsel. In general/ Outside Counsel shall contract with vendors themselves and pay the third party invoices directly/ mcorporating those mvoices mto their own bills to the City and includmg appropriate detail for reasonable review by City personnel. The City may request Outside Counsel to provide full copies of vendor invoices; Outside Counsel therefore shall retain those invoices in accordance with ERS guidelines. The Corporation Courtsel may approve ofh.er payment arrangements/ including (in rare cases) direct contractmg with and payment by the City. When engaging court reporting services/ Outside Counsel shall request only one transcript (electronic or hard copy). The City will not reimburse charges for additional transcripts. G. Adherence to Ethical Standards. The City conducts itself in accordance with the highest ethical standards and expects the same of its Outside Counsel. No City employee ever has authority to instruct Outside Counsel to act in an unethical manner. If Outside Counsel believes that a City employee has engaged or will engage m illegal or unethical activity/ Outside Counsel must munediately advise the Corporation Counsel. The City wilt terminate its relationship with any Outside Counsel who/ in the City's sole discretion/ fails to adhere to the foregoing ethical standards. At all times/ Outside Counsel will remain aware of and in compliance with each of the City's /Tay-to-Play// ordinances and any amendments thereto. H. Gratuities. City officers and employees are prohibited from accepting any gift/ favor/ service or other thing of value related in any way to the City officer's or employee's public duties. In addition/ any vendor to the City is prohibited from offering a gift or other thing of value to a City officer or employee with which the vendor transacts business or offers to transact business. Airy City officer or employee is prohibited from soliciting a gift or thing of value from a City vendor. This includes charitable donations made in the name of a City employee. Page 6 of 16 The City reserves the right to amend this Agreement from time to time/ providing written notification to Outside Counsel within thirty (30) days of the effective date of any substantive changes. Failure to accept amendments may result in the termination of services from the City. I. Malpractice Insurance. Outside Counsel representing the City shall maintain malpractice insurance coverage that is reasonable and prudent in relation to the types and sizes of matters handled. Outside Counsel shall/ upon request/ promptly provide the Corporation Counsel with copies of any applicable policies required under this section/ and/or a certificate of insurance. Each policy provided must be certified by the agent or underwriter to be a true copy. If Outside Counsel does not have coverage or if coverage is cancelled and not immediately replaced with comparable coverage/ Outside Counsel must immediately report this to the Corporation Counsel. J. File Retention. For Litigated Matters: Outside Counsel shaU retain pleadings/ correspondence/ discovery materials/ deposition transcripts and surular documents and work product for a period of no less than seven (7) years £rom the date the matter is concluded or for the time period specified by rule or law m the jurisdiction in which the matter was pending/ whichever is longer. Beyond this period/ Outside Counsel shall notify the City in writing no less than sbcty (60) days prior to destroying any file. Along with the written notification/ Outside Counsel shall submit an inventory of any original City documents contained in the file to be destroyed and a representation that any electronic version of the ffle will also be destroyed or deleted. For Bond and Other Transactions/ and Advice Matters: Documents shall be retained in accordance with the same policies applicable to litigated matters unless applicable law mandates any longer retention schedule. However/ bond counsel and transactional/advice counsel shall retain all transcripts of transactions and memoranda of advice indefinitely unless otherwise directed by the Corporation Counsel. HI. BiUms A. Rates. Outside Counsel shall be compensated at the rate of $150.00 per hour/ mcludmg expenses. The total amount of this agreement shall not exceed $20/000. The City will pay for actual services rendered at rates established m Requests for Qualifications or otherwise agreed to in advance. At the time of Outside CounseFs initial engagement/ Outside Counsel shall furnish the Corporation Counsel with a schedule of billing rates for partners/ associates and aU- other timekeepers expected to biU tmie agamst the matter for review and approval prior to billing time to the City. Because of City procurement rules/ the rates Page 7 of 16 applicable at the inception of each specific matter must remain in effect for the duration of that matter. Hourly rates shall include all overhead costs (see Acceptable Fees/Charges, below)/ none of which shall be included in disbursements. Time must be billed in 0.1 hour increments and on a per'task basis. The time entry description must be specific/ detailing the action taken and the subject matter. Absent prior consent/ the City will not pay for more than ten (10) hours of time by a single timekeeper in a single day/ but the Corporation Counsel may increase that number of permissible hours m matters of special urgency or where cases are in or approaching trial. Outside Counsel shaU bear m mind that invoices may be disclosed pursuant to the City's open records laws and that courts may not sustain assertions of privilege by the City. Although the City will endeavor to redact privileged information before releasing bills for public consumption/ Outside Counsel shall/ to die extent practicable and consistent with the need to fully inform the City of its activities and to aUow the City to evaluate the reasonableness of billing narratives/ avoid the inclusion of privileged matter in invoices. B. Invoidna Policy. All invoices must be submitted to the Corporation Counsel. For litigation/ advice/ and non-bond transactional unatters/ Outside Counsel generally are expected to submit monthly invoices within thirty days of the conclusion of the billmg period/ absent the City s prior consent to a longer delay. All charges must reflect the work performed within the bUIing period or a reasonable time before the billing period. Absent good cause/ as defined by the City/ the City will not pay for services or expenses incurred more than 90 days prior to the date the invoice is submitted. For bond matters/ Outside Counsel are expected to submit their invoice within thirty days of the conclusion of the transaction. Absent a specific agreement to an alternative fee arrangement/ Outside Counsel fees shall be computed by applying the negotiated hourly rate to ^he tune for the services expended. Hours shown must accurately reflect the time spent on the described activity and must either be the exact amount of time or the exact time rounded down to the nearest one-tenth of an hour. Block biUmg—grouping multiple activities under a single time charge—will not be accepted/ and the City will not pay for any time recorded m a block fashion unless this requirement is waived by the Director of the City of Law or his or her designee. Every bill from Outside Counsel is deemed to be a certification by the firm. and bitting partner that all legal services and disbursements reflected on the bill are reasonable for the legal matter involved and necessary for the proper provision of legal services to the City. The City may deduct certain fees and charges that are inconsistent with this Agreement. Page 8 of 16 The City reserves the right to audit all fee and disbursement details that Outside Counsel submit/ as weU as the corresponding legal file. The City will promptly terminate the services of any Outside Counsel whose billing practices raise questions about the Outside CounseFs integrity/ honesty or compliance with the applicable rules of professional conduct or this Agreement. C. Invoice Format. Each invoice wiU include the following minimum requu'ements: ^©Unique invoice number ©^Invoice date (^Matter name ^Outside CounseFs matter number <§>@Date(s) services were performed @@Ttmekeeper name or ID ^Timekeeper title or level <^A narrative description of the services provided or tasks performed for each specific task. The description shall clearly state the nature of the task performed sufficient to allow the City to determine why it was necessary. Incomplete or vague charge descriptions are unacceptable. Examples of incomplete or vague charges mclude/ but are not limited to: "analysis'/ "review file/ conference / attention to matter7; "worked on discovery"/ 'work on file"/ "prepare for meetmg"/ misc// and /otiher/ (g^Time entry to the nearest tenth (.10) of an hour <^Timekeeper rate ©^Charge total ^Detail of reimbursable expenses and disbursements at actual cost The detailed billing report from Outside Counsel's system wUl provide this information. If Outside Counsel provides services on more than one matter durmg a billing period/ a separate invoice for each matter is required. D. Acceptable Fees/Charges. Overhead charges may not be billed. The City will not reimburse Outside Counsel for basic support services/ which the City deems to be part of Outside Counsel's overhead and bmlt into its rates. The City will not pay for any of the following items under any circumstances: •Billing inquiries •Opening and closing files •Internal filing •Secretarial services (includmg overturLe charges) Page 9 of 16 •Word processing or proo£readmg •Maintenance of a calendar or tickler system •Investigating potential conflicts •Preparing budgets •Library usage (including book purchases or subscriptions) or library staff time •Office supplies •Conference room charges E. Basic legal research may not be billed. Outside Counsel shall be familiar with the basic substantive law at issue m the matter for which the firm was retained/ and the City shall not be charged for this type of research. If legal research benefits other clients/ only the proportionate share of that cost shall be billed to the City. The City shall also benefit from previously prepared briefs and memoranda/ and when such briefs or memoranda exist/ will pay only for actual time spent updating or tailoring the same. All other anticipated legal research shaU be addressed m Outside CounseFs proposed budget Legal research projects necessary in a particular litigation assignment must be, approved m advance by the Corporation Counsel before the research is commenced. The City will pay only for the actual time spent by Outside Counsel or other approved timekeeper conducting the research. As explained infra, fees charged by electronic or other research services/ including Ubrary fees/ Westlaw/ Lexis and other online services are considered general overheard and are not reimbursaHe. F. Out-of-pocket costs must be itemized and passed through with no markup. The City will reimburse Outside Counsel for reasonable/ documented and itemized out-ofpocket disbursements and costs incurred on behalf of the City/ with the exceptions and limitations set forth in this Agreement. Outside Counsel's invoices to the City shall reflect the actual cost and shall not include any markup. All disbursements must be fully itemized with a description sufficient for review/ identifying the number of units/ price per unit and total cost. The City may refuse to pay for disbursements billed as "miscellaneous/ biUed m a group (e.g., Travel Expenses - $4,000.00) or disbursements without descriptions. G. Prohibited disbursements. The City considers certain disbursements to be part of a law firm's overhead and wiU not pay such charges. These items include: •Rent (mcludmg temporary office space) •Westiaw/ Lexis and other legal database services •Cost or usage of computers or mobile devices or internet service charges •Equipment rental Page 10 of 16 •Storage charges •Catering for internal meetings •Meals (except during business tcavel/ and then limited to $70 per day) •Mileage for short trips (<30 miles one way) •Travel costs exceeding discounted/ non-refundable coach fares except where excess costs have been approved m advance •Telephone charges •Facsimile charges •AUocated charges from a firm's blanket service agreements with outside vendors H. Copying/scanning. Copying charges may be billed to the City at the lesser of the most favorable rate applied by Outside Counsel or five cents per page. The City will reimburse for document scanning at Outside Counsel firm's regular rate/ up to a maximum of five cents per page/ for document productions/ but the City wUl not pay time charges associated with scannmg/ and there shall be no charges associated with the scanning and filing of court papers and correspondence. Every effort shall be made to minirnize scannmg expenses by working with documents m electronic format whenever possible. I. Couriers and Overnight Mail. The City will reimburse for actual charges billed to Outside Counsel for deliveries (including overnight express) that are necessary in the interest of speed and reliability. Outside Counsel shall use the lowest cost service consistent with need and reliability/ and to arrange schedules/ whenever practicable, to avoid the need for premium-priced couriers. Outside Counsel shall use less expensive means/ such as email (encrypted/ when necessary) or regular mail where it is practical to do so. J. Travel Expenses. All air and rail travel must be first approved by the Corporation Counsel/ ideally as part of the case budget. Outside Counsel shall use good judgment in selecting hotels and restaurants and incurrmg expenses for which the taxpayers are to be charged. Outside Counsel shall use alternatives to travel such as conference calls or videoconferences whenever practicable. If the travel involves another client/ the City may be billed only for its proportionate share of both tune and related expenses. Non-working travel time is not billable without the Corporation CounseFs prior approval. K. Reimbursement of Meals for Overnight Travel. Page 11 of 16 The City will reimburse for meals consumed while traveling overnight on City business/ but limited (absent prior approval) to no more than seventy doUars ($70) per person/ per day. Under no circumstances will the City reimburse costs for alcohoUc beverages. t. Maintenance of Expense Records. To ensure compliance with the City's reimbursement policies/ Outside Counsel shaU require itemization of out-of-pocket expenses such as airline tickets/ meals and hotel bUls before making reimbursement to any attorney/ employee or third party/ and maintain origmal receipts. Travel and meal expenses and receipts may be audited and shall be retained by Outside Counsel in accordance with applicable IRS guidelines. Unless requested to do so by the City/ Outside Counsel shall not forward copies of travel and meal expense receipts to the City with the firms mvoices. M. Personal Expenses Not Reimbursable. Please take care to distinguish between personal expenses and properly chargeable business expenses. The City will not reimburse for/ among other things/ recreation fees/ salon or spa charges/ pay-per-view movies or other personal entertainment charges/ airlme baggage charges/ travel agency expenses/ shoe shines/ toiletries/ dry cleaning or laundry (except in the unlikely event travel of more than seven days' duration is required)/ or luggage. N. Vendor discounts must be passed through. If Outside Counsel receives a discount or rebate from a vendor based on the aggregate level of business with that vendor/ such discount shall be disclosed and the City shaU receive the benefit on a proportionate basis. This does not include frequent-flyer miles or similar perquisites allocated to individual travelers. IV. CONFIDENTIALITy In the course of representing the City/ Outside Counsel will frequently gain access to nonpublic and confidential mformation. The City requires Outside Counsel to mamtain the confidentiality of such information both during and after the course of Outside CounseFs representation of the City. Outside Counsel must have in place appropriate procedures to ensure the protection of aU such information. In the event the representation requires Outside Counsel to become privy to protected personaUy-identifiable information about any person/ such as health or financial records/ Social Security numbers or other such information/ then this information must be handled with the utmost care both within facilities in Outside CounseFs control/ and certainly when that information is being transported. Under no circumstances shall such confidential information be transported outside Outside CounseFs offices—either physically or over the public mtemet—unless the mformation is appropriately encrypted. 3n the event mformation is Page 12 of 16 compromised or potentially compromised/ Outside Counsel must notify the City immediately. Outside Counsel must foUow aU statutory/ regulatory/ and ethical provisions relating to privacy/ confidentiality and nondisclosure of aU privileged/ proprietary and confidential mformation. Outside Counsel must take appropriate measures to ensure that aU legal and nonlegal personnel are familiar with tMs requirement and are effectively supervised in this regard. Vendors to whom Outside Counsel gives access to confidential or proprietary material of the City (mcluding work product) must sign the confidentiality agreement attached as Appendbc A. It is the responsibility of Outside Counsel to obtain a signed confidentiality agreement from each vendor and to retain those agreements. This Confidentiality Section/ and the corresponding Confidentiality Agreement attached as Appendbc A/ is above and beyond any relationships or privileges held or created separate and apart from this Agreement. V. NEW TERSEY BUSINESS REGISTRATION REQUIREMENTS Outside Counsel shall provide written notice to its subcontractors of the responsibility to submit proof of business registration to the contractor. Before final payment on the contract is made by the contracting agency/ the contractor shaU submit an accurate Ust and the proof of business registration of each subcontractor or supplier used in the fulfillment of the contract/ or shaU attest that no subcontractors were used. For the term of the contract/ the contractor and each of its affiliates and a subcontractor and each of its affiliates [N.J.S.A. 52:32-44(g)(3)] shall collect and remit to the Director/ New, Jersey Division of Taxation/ the use tax due pursuant to the Sales and Use Tax Act on all sales of tangible personal property delivered into this State/ regardless of whether the tangible personal property is intended for a contract with a contracting agency. A business organization that fails to provide a copy of a business registration as required pursuant to section 1 of P.L.2001/ c.134 (C.52:32-44 et al.) or subsection e. or f. of section 92 of P.L.1977/ c.110 (C.5:12-92)/ or that provides false business registration information under the requirements of either of those sections/ shaU be liable for a penalty of $25 for each day of violation/ not to exceed $50/000 for each busmess registration copy not properly provided under a contract with a contracting agency. VI. TERMINATION The City reserves the right to terminate the within Agreement at any tune for any reason whatsoever/ in which event Outside Counsel shall be paid for services due up to the date of Page 13 of 16 termination. Thereafter/ this Agreement shall be considered nuU. and void with no further rights or obligations emanatmg therefrom. Unless sooner terminated or renewed/ this contract shall be for a term of one (1) year commencing on the date the contract is executed by City officials. VII. GENERAL TERMS A. Governing Law/Turis diction. This Agreement will be interpreted m accordance with/ and governed by/ the laws of the State of New Jersey. The courts of the State of New Jersey will have exclusive jurisdiction and the parties irrevocably attorn to the jurisdiction of such courts. B. Counterparts Clause. This Agreement may be executed by e-mail in counterparts all of which wilt be deemed originals and legally binding once delivered to each of the other parties/ authorized e-maU addresses and such. delivery is acknowledged by reply e-mail. Although not necessary to legally bind the parties/ each party agrees to promptly circulate signed originals in sufficient number to the other parties for recordkeeping purposes after completing fhe e-mail execution and delivery. All counterparts when executed and delivered (by e-mail or in paper form) will be construed together to be an original and will constitute one and the same agreement By accepting an engagement by the City/ law firms will be deemed to have faimliarized themselves with this agreement and to have agreed to adhere to it m aU respects/ now and as they may be amended from time to time upon written notice and acceptance. This acceptance is a matter both of contract and professional responsibility. Attest: City of Jersey City Robert Byrne Robert Kakoleski City Clerk Business Administrator WITNESS: Arleo & Donohue/ LLC By: Firm: Page 14 of 16 APPENDIX A CONFIDENTIALITY AGREEMENT (Subcontractor), as a contractor of Outside Counsel retained by the City of Jersey City (the "City") pursuant to an "Outside Counsel Agreement" dated _, hereby acknowledges and agrees as follows: 1. All documents and data, including but not limited to financial, statistical, personnel, customer and/or technical documents, owned or supplied by the City to the Subcontractor, shall be treated as confidential (Documents and Data). The Subcontractor shall take all necessary and reasonable precautions to ensure that the City's Documents and Data are safeguarded. Use of the Documents and Data is strictly limited to that use necessary to complete the scope of work agreed upon, which may include disclosure to employees, officers or agents of any subcontractor assisting with the scope of work. Any other use, and any sale or offering of the Documents and Data m any form by the Subcontractor, or any individual or entity in the Subcontractor's charge or employ, will be considered a violation of this Confidentiality Agreement and may result in termination of the agreement between Subcontractor and the law firm retained by the City, and the Subcontractor's suspension or debarment from City contracting. In addition, such conduct may be reported to the appropriate authorities for possible criminal prosecution. 2. Subcontractor shall be responsible to ensure that all agents and individuals or entities m the Subcontractor's charge or employ adhere to this Confidentiality Agreement. A breach of confidentiality by any individual or entity in the Subcontractor's charge or employ will be considered a violation of this Confidentiality Agreement by the Subcontractor. 3. In the event that Subcontractor, its agent or any individual or entity in the Subcontractor's, charge or employ receives a subpoena, demand, or other request for any of the City's documents or data, Subcontractor shall promptly notify the City and shall not turn over any of the City's documents or data. 4. The Subcontractor shall comply with all applicable City and Federal laws that require the notification of individuals in the event of unauthorized release of personally-identifiable information or other event requiring notification. In the event of a breach of any of the Subcontractor's confidentiality obligations or other event requirmg notification under applicable law ("Notification Event"), the Subcontractor agrees to assume responsibility for informing all such individuals in accordance with applicable law and to indemnify, hold harmless and defend the City and its tmstees, officers, and employees from and against any claims, damages, or other harm related to such Notification Event. 5. Upon termination of this Confidentiality Agreement the Subcontractor shall return or erase, destroy, and render unreadable all Subcontractor copies of City Documents and Data, both physical and electronic, and certify in writing that these actions have been completed within 30 days of the termination of this Confidentiality Agreement or within 14 days of the request of an agent of the City, whichever shall come first. 6. This Confidentiality Agreement shall survive the Subcontractor's termination of the contract between the law firm retained by the City and Subcontractor or upon completion of the scope of work related to the City. Subcontractor/Finn; By: Title: Date: 9737361712 Arieo &Donohue 02:30;37p,m, 09-22-2016 3712 (RBVISED4/13) EXHIBIT A MANDATORY EQUAL EMPLOYMENT OPPORTUNITY LANGUAGE N.J.S.A. 10:5-31 et seq. (P.L. 1975, C. 127} NJ.A.C. 17:27 GOODS, PROFESSIONAL SERVICE AND GENERAL SERVICE CONTRACTS During the performance of this contract, the contractor agrees as follows: The contractor or subcontractor, where applicable, will not discriminate against any employee or applicant for employment because of age, race, creed, color, national origin, ancestry, marital status, affectional or sexual orientation» gender identity or expression, disability, nationality or sex. Except with respect to afFectional or sexual orientation and gender identity or expression, the contractor will ensure that equal employment opportunity is afforded to such applicants in recruitment and employment, and that employees are treated during employment, without regard to their age, race, creed, color, national origin, ance5try» marital status, affectional or sexual orientation, gender identity or eKpression, disability, nationality or sex. Such equal employment opportunity shall include, but not be limited to the following; employment, upgr&ding, demotion, or transfer, recruitment or recruitment advertising; layoff or tennination; rates of pay or other forms of compensation; and selection for training, including apprentliceship. The contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the Public Agency Compliance Officer setting forth provisions offeis nondiscrimination clause. The contractor or subcontractor, where applicable will, in all solicitations or advertisements for employees placed by or on behalf of fhs contractor) state that all qualified applicants will receive consideration for employmenE without regard to age, race, creed, color, national origin, ancestry, marital status, affecticmal or sexual orientation, gender identity or expression, disability, nationality or sex* The contractor or subcontractor will send to each labor umon, with -which it has a. collective bargaining agreement, a notice, to be provided by the agency contracting officer, advising the labor union of the contractor's commitments under thus chapter and shall post copies ofths notice in conspicuous places available to employees and applicants for employment. The contractor or subcontractor, where applicable, agrees to comply with any regulations promulgated by the Treasurer pureuant to NJ.SA. 10:5-31 et seq., as amended and supplemented from time to time and fhe Americans with Disabilities Act The contractor or subcontractor agrees to make good faith efforts to meet targeted county employmentgoals established in accordance with N.JAC. 17:27-5.2. 9737361712 Arleo &Donohue 02:30;56p,m. 09-22-2016 4/12 EXHIBIT A {Continuation) The contractor or subconb^ctor agrees to inform in writing its apprapriate recruitment agencies including, but not limited to, employment agencies, placement bureaus, coHeges, universities, and labor unions, that it does not discriminate on the basis of age, race, creed, color, nationai origin, ancestry, marital status, affecttonal or sexual orientatiorit gender identity or expression. disability! nationality or sex, apd that it will discontinue the use ofatiy recruitment agency which engages in direct or itidlrect discriminatory practices. The contractor or subcontractor agrees to revise any of its testing procedures, ifnecBssaiy, to assure that all personnel testing confonns with the principles ofjob-related testing, as established by the statutes and court decisions of the State ofNew Jersey and as established by applicable Federal iaw and applicable Federal coun decisions. In conforming with the targeted employment goats, the contracEor or subcontractor ttgrees to review all procedures relating to transfer, upgrading, downgrading and layoff to ensure that all such actions are taken without rsgsrd to ege> race, creed, color, national origin, ancestry, marital status, affectionat or sexual orientation, gender identity or expression, disability, nationality.or sex, consistent with the statutes and court decisions of the Sate of New Jersey, and applicable Federal law and applic^jle Federal court decisions. The contractor shall submit to the public agency, after notificatian of award but prior to execution of a goods and services contract, one ofthe fallowing three documents; Letter of Federal Affirmative Action Plan Approval Certificate of Employee Information Report Employee Information Report Fomi AA302 (electronically provided by die Division and dislnbuted to the public agency through the Division's website at www.state.rtj.us/treasurv/contract compIia]T ce The contractor and its subcoittractore shall famish such reports or other documents to fhe Division of Purchass & Property, CCALf, EEO Monitoring Program as may be requested by the office from time to time in orderto cany out the purposes of these regulations, and public agencies s'hatl furnish such mformation as may be requested by the Division ofPurchBae & Properly, CCAU, EEO Monitoring Program for conducting a compliance investigation pureuant to Subchapter 10 of the Administrative Code at N.J.A.C. 17:27. The undersigned vendor tcrllfici on tfielr company's receipt, taowlcdge anti commttmeat to comply with: EXHIBIT A NJJS^. lDi5-3I and NJ^.C. 17^7 MANDATORy EQUAL EMPLOYMENT OPPORTUSrTY LANGUAGE Goods, Profuslonal Servtm and Gincrat Service Contracts (Mandatoiy Affirmative Action Language) The understgncd vendor furlhcr Rgrce^ to Furnish the required fMmt oJ'evidence anti :Ir contmtt/company's contmrt/company's bid bid sbalt sbalt be be rejected rejected as as Ban-rupomlvcirsald Ban-rupomlvcirsald caHtractor caHtractc fsitls to comply with (he requlraments understands ihnt their ofNJ.S.A, lfltS-31 and NJ.A,C. 17(27, Rtpraicntativc'sName/TiHc (Print):. 77/D^w M. bonoh\}^ Rcpreseatatlve't Stgnaturc:. Name ofCoropany:. fi-rl c.b i- Dr^rrohu^ U/C Tri.No.:_r7^rz^-, tSs cofitractor shftll fi&tiafr (uitfdiacha^o tha SKne at its own e»p(»i8&. The (rtvners&Rt), as sooa AS praotlcabli? flftsr a olftfm Iifl$ bwii tafldo agu'nst i^ giys written aofiw tbe'rMfto the contrafitof along with aill flnd complete partieutara of the olfilta» ff'any aotfon or admthbtiMtlve proceedftig i^ brought against dia owjisr or nay pf its flg6nt^ senrantSi and'empIoyeWi tha (WWCT' aW/ exp'ttdtrioystfy for^srd or have fiuwarfed to ihft contrftfltor wety dctoandt complaint; noHce» sununons, p[eadm& or otherprocoss tet^Ived ly ^Q owner or its representpilveB. Hf is expressly a^eed rindt ynderfitood that'any flppi'ovat by Ae owner flfthc services; provided ty ths conliwtorpiirsyflnitothtscDatraofrwiUnotreBc.vB-^ponfraotorofthoobligayoatowinplywStbtheAot and to dofAidt Iad6iunif^, protectt and A&y» tonni'oss.tlus ownftr-pUrsuaritto Ats paragraph, It is farther agnsed and understood thafths owner osGumfls no obIlgBtloa to mdsmnify or save Iiannfe^ fta ?(Wtractoft its agonts» servairis, ertiplqyees flod subcontraotois for any ctaim whi'ish-msy Mlse eut otlhetr ^erfonnancs of this AgreBmetit, Ptirthemnora* ffie ctitifaactor expressjy uttderstands Bad ^giswsfliat'thp j)rov!aiaB3 ofthis itt4emn?cfttioii otay^sliall fono-wyIiinitthfl>oaateattorTs oblte,ation& a^symcd in fills Agreemwtt nor shall they be constnied to r&lisve the contraotor fiom any liability, nor preotud'o tiie (waer &omtakineanyofi?ra9tioflaftvalIabtefoitun(!9rany<)tharpn>vIsioii5ofth8A8jr6em6ntot>ofterwT?atIa.w, &?ycse!a(nfetfi Ntome/TftIffPitlnOt^//^^Lj ^i'__^&hj€ / l^^h^ icpvescnta(iv&ts SiEuatuyc; /')/l4A/}'^^>-^s-^—-. ' w f ttamoofCoMpfmyt^ .ft^j^ j" 'ho nnh/H"../ .L^ ^ _7 ^ No.i ^-}7^73^/f?U^ Oa^: >?/,/?/ /cnnhf^/ .IJL(L ^7 Address: ' /,ZZ- 6a OJC ^D^t 4^. [k)^^ ^W^., l^ -' TeIephoneNo.: . ^'73-/? 3^- ?^^0' CoctactName: . Ti m0'4^ Mi fip Ub'h/J^ .. Please check applicable category: . • ' , Mmority Owned Business (MBE) _ Mmori1y& Womao OTvned Business (MWBB) Woinan Owned business (WBE) - ' -^ Neifbier • . . Definitions Minority Business Enterprise ' - . Mmcrity Busmess Bnteiprise means a bushcss which is a sole proprietoiship, partEcrship or corporation at least 51% of which is ownsd and coatroUed bypBrsons •who are Afncaa Anierican, 'Hispanic, AEiian Americaa, American Indian or AIaskan native, defined as follows: ' ' A&icaa A.msricaa; g peison liaviog origins in any of the black raciij ^oup3 of Africa Hispanic: a person ofMexican, Puerto BJcant Central or South American or other nan-Eunipsan Spanish culture or origin regardless ofiace. Asian; . a person having orijgms in any of the origbial peaplts of the Far East, Soutfi East Asia. Indian subcontinent, Hawaii or fte Pacific Islands. • •. ' . . American Indian or Al&sltan Native: a "person having origms ID any aftfia original peoples ofNorth America and who maintuns cultural EdsntificatioD fiirtiugh fribal af51iatlan or community recognition. ; • . Waraaa Business Eoterprisfi . , • ' Woman Business Enteqrcise msans a biisinesa which is a solft praorietorahip, parto^rship or cDrporation at least 51% af-wluch is owned and coatrolled by a woman or women. . ' DIVISION OF PURCHASXNG COPY 9737361712 Arleo EiDonohue 02;33;17p.m. 09-22-2016 BUSINESS ENTFTY DISCLOSURE CERTIHCATION FOR NON-FAIR ANO OPEN CONTRACTS Requircct Pursuant To NJ.S.A. 19:44A-20.8 Cnr OF JERSEY CnY Hart I — Vendor Affirmation The undersigned, being autfaonzed and laiowledgea.fale of the circumstances, does hesfiby certify that die hss not made and -will not make any reportable coatabytions pursvant to N.J.SA. l9;44A-l ct seq. that, pursuMt to PJ^ 2004, c. 19 would b[u: di& awud of ^ coDtcact m &e anc y^ p^od preceding ^&/< ^"d/Mn/J't'W;//*^ foroppronahfths csulfsci by fhe^wernw^ bady) to any of the following named candldata commiEtee, joint caadidates comnutEec; or political party committee rcpresendng the elected ofSdals of the as deSned pursuftnt £o NJ^.A< 19;44A-3(p), (q) ftttd (r). CouncUpersqn Fraiifc Gajewsld Election Fund for Steven Fulpp (2013) Couocilpersoa Khemraj "Chico" Kanicbal Team Fulcy^ Team Fulop Runoft Uv&rro for Council Councilperson Joyce E. Wattecman CaunciIpetsoQ Eichacd Boggiano Councilpetsoa Michael Yun Counciiperson Candicc Osborne Councilpetson Dsmel Rivera CpuncHperson Plane Colcman £gTt II ~ Owpeiship DtSclasuce Certificatioa I certify that the list below contains the names and home addresses of all owners holding 10% or more of the issued and outstanding stock of die underaignesd. Check Ae box that tepresents the type of business endty: )a£tncrshtp UCDtporarion LJSolePrQpri&tOEsEup USubchapterSCorporadan moa ULimIted UabUiiy Psirtaership Name of Stock or Shareholder 77^^^' M' ^vht^ prrni^^ ^ ^T /^O, Home Address ^S^n^Ln fyj^^ n^, lUi^ftM ,ny ^7o^ ?,^ .WS^i'w^. ^o2 C(LlduJ^lf\.Hj' Q-J^in Part 3 — Signatare and Attestation: The undia^igned is AiUy aware that if X have misrepresented m whole or part dus itEmiatioo iind certification, I and/DE die business entity, will he liable fot any penn^ty pemiiyed undei: law. Name ofBusmessEndte^ /b^/^/J -^}\hr\X)hu€^- } f^^' Signed: ~~7\^\ M >•»«—/? ,_ Title; " fVlPJVL^^ ^ HU _ Print Namc:jtT'£a2 Subscribed find sworn before me-rins /f>jL SigAa&re ^ {/U"t"' ^— PrintsdN&me ' " 'Title Part II - Contribution Disclosure Disclosure requirement; Pursuant to NJ^A^ l9:44A-20.26 this disclosure must include all reportable political contributions (more than $300 per election cycle) over fhe 12 montlis prior to submission to the committees of the government entities listed on the form provided by fhe local unit. Q Check Here if disclosure is provided in electronic fomt. Contributor Name ^_ ~~ZL / ZI TTT ~z- x / /~ x /~ /~ ^ / ^ / y~ / ^ ~z^ / ~7~ ^ ~^~ ~^~ ^ Dollar Amount T~~ /V/ A- —"' / Date^ Recipient Name_ /~ ^~—r / ~^ ~z_ z: / ^ ~^ ^ z; / ~z' / /^ ^ / ~^ ~^ • • ^ Q Check tiers if the ififomiation is contmu^d on. subsequent page(s) ~7~^ ~/r ^ ~7_ ~z- . ~ZL ^- ^ ~7~ / ~ZL ~7"~ ~z_ ~z_ 9737361712 02:33:52 p.m, 09-22-2016 12/12 Arleo &Donohue . aiRXmCA3IONOFQ03^IJANCEWI][STOE . , CONTRA<^ORPAY"TO-MA>yRmi'QRMOBD:[N^CE08-128AX)OPTED . - . ON.SEPTEMBER3,2008 . • . . ?ART I - YeffldDr^ffirmntion' ... '. ''.-''.'",' ' ' " • TSiemd^gEfed,fcehgaufcori2£rf'and'3aio^ledgeable'ofthtecitt^^ • .•^1^0i~. t^onQhh^.LLC. ftiameofbusmessentitvyiiasjiofmadeanvraDortable . ' - . , contabnficHis m fee *'(;6ne-year lieriod urecedmR . / & / / T 7^"' • fdate'Citv.Coimcil \ awards coiitract) that'^ould be deemed tp bs-viojatioi^ ofSecti6n.One of the City of JerseyCity's ' C-(mtractor-Pay-tb-PIay^6imQH3iBance08-128'(attachedlier^)andfiiatwo^^ i' . pf.ttus. contraot I fer&o' CCTtifylfaat durms the tenn oftheconttacl- fyrf-t{)t7']^ry\'^^Hfi i-. l^(L^ ate: • -^ 1 / ^ :1 j ^- ,. j " —""——-••.^ f —/ - Subscribed and svgppi before ms. • • • c-^T/ seA-'L^s^ (^ . H^L\A : .this /^idayok^^ 2/?./^ My tcnmmssion eixpircs: '. MAniSOLCSESPO-MEJtAS. ^ ^;?:.^^ ^. (Pimt)iamft& title of affiant) (Oorppfaii; SeeS) ' NOTARY PUBLIC ^ STATE OF NEW JERSEY MYCOMMISS10M EXPIRES MAY 18,2020 \ . . ^Pursuant to Section 2 of Ordinance 08-128, no coirtributioos or solicitation of 'contributions made prior to the effective date Ordinance 08-128' (September ?3,2008) shall be deemed to be a violation of the Ordinance. WWDOCESSmSfrf ifl Eb»\F«y-fo.n»r CalIEalus faionBB Od. Bl.na.wtri 9737361712 Arleo&Donohue 02:32:5Sp,m. 09-22-2016 9/12 09/10/14 Taxpayer (den'ttficatior.^ Dear Business Representative: Congra^uialions! You.iire now regislered with Ihe New Jersey Division of Revenue. Use the Taxpayer Ider.tification Number listed above on all correspondence with Ihe Divisions of Revenue and Taxat on, as well as with Ihe Departmen-t of Labor (iFliie business is subject 1o unemployment withhaiditigs). Yaurtax relurns and payments will be filed under Ihis number, and you will be able to access information sboul your account by referencing it. Addittonaily, please note Ihst State law requires ail contractors and subcantraclors with Pub!ic agencies -to provide proof of-their registration with "the Division ofReVBnue. The law also amended Sfidlon 92 of the Casino Control Act, which deals with the casino service industry. We have attached a P'oofof Reglslra'tion Certtnca-te foryaur use. To comply with Ihe law, if you are currenlly under captract or enlering inlo a can-tr&ct with a Slate agency, you must provide a copy af the certificate lo the; contracting agency. If.yay hayoiahyqueslons or require more information, feel free 1c call our Regislraiion Hotline"at (609)292-9292; '.! ' . . ' - ; I wish you continued success in your Business ende^y.ors. : ... . , --Sin'cerely^ —.. — ' •• .. - —. -. James J. Fruscione Director - . New Jersey Division of Revenue; i^®gS^;^gSSB^S^S?l3<5:7t^^S'^Qt^Q^&a2i^QO%S5BK^^ STATE OF NEW JERSEY BUSINESS REGISTRATION CERTIFICATE .^^ poso»mi TAJIIUUJAME:. ARtiS^SOTHoHUE, L.LC. 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