CHRIS Cl-iRIS'CtHGovernor

Kr~z GunDAv~voLt Governor

l~:andy ivlastroGrbson, L7unsz & C~xtcher ~,LP240 Park Avenue1ti1eT.~ York, New York 101Gb

State of New Jef~seyOFFICE pF THE A'7 i'ORNEY GENERAL JOHN J. HOFFMAN

D1:PACt'I'MA1v'T OF LAW AND PUBLIC SAFETY ~iClittgAltorsey Genera!

D7VISTOt3 OF I.AW

2s M, s~T Robert T, LougyPO Box Acllng DirectoY

'Ih~rrox, NJ 0$625-

3anuary 2$, 2014

Re: Retention to Represent the Office of t 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. Suchservices shall include assisting the fl~c~ in reviewing best ~sractices for office operations andinforma#ion flow, assisting in its internal review,. and assisting with. document retention andproduction iti connection wzth the United States Aftorney inqui~~y, and other appxopriate inquiriesand. requests far nfa~snation.

As part of this retention, ,you and. your arm agree to abide by the Department of Law. andPublic 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, yourresponsibilities as counsel, confidentiality, case management, reporting and budgeting,settlement and use of alternative dispute resolution, staffing and billing policies, and mediapolicies. This letter incorpara#es our agreement as to rates.

Regarding conflicts of interest or the appearance of impropriety, your arm should beguided 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) 292.0690New Jexsey Is An .~qua1 Opportunity Elnployex Printed on 1~ecyclerl Paper and 1?ecyclr~6le

January 2$, 2014Page 2

special counsel retained by State agencies and employees. If you have any questions about

wk~ether a proposed repxesenta#ion by your firni of another client would be in violation of theRules of Professional Conduct or the Guidelines, eve encourage you to notify us in writing in

advance so that we can discuss the issue.

As noted in the (Jittside Counsel Guidelines, your primary contact within the Division ofLaw will be Diviszons Desib aced At~omey, who for Phis matter will be the undexsigned. If this

changes,. you will be pram~tly notified.

We understand thai you will be the, primary cantact on this matter. If this changes, please

promptly notify your przmary cantacfs.

~Iew Jersey La~v cozztains additional requirements applicable to this retention agreement.

Those requirements are set-forth in detail in Exhibit A, Additional Requirements or tJffice of

Attorney General, Dzvision of Law Retention Agreements, attached hereto, and are incorporated

into this Retention Agreement. Please note that several require additional information be

submitted on the forms indicated prior to this Retention Agreement being executed or your firm

beginning work.

Please complete the forms referred to in Exhibit A, and xet~arn. alI documents to the

undersigned as soon. as passible to me at P.O: Box 112, Trenton, N.1.08625. Please note that

yaa cannot be officially retained ox be paid for and services xexzdered until this office has

obtained final L7epartment of Treasu~~y apprav~ otyaur Chapter 51 Certification as explained zn

Section E of Exhibit A. Off~cia1 retention will be signified by the xeceipt of a copy. of this fetter

~vviith my acidationat countersignature.

This letter also confirms our right to terrni~ate your retention as counsel at any time by

simply advising you either orally or in ~ritzng that your services are no longer needed. ~'ou

further agree that once you xeceive our notice to #erminate, all services that- arise from your

retention shall be immediately terminated anti the State and our office is not responsible fox the

payment far any services provided by you beyond the date of termination. Tt has been disclosed

that Gibson Dunn has represented the Port rhuthority of Neva York and New 3ersey in an

unrelated civil litigation matter. Neither Gibson Dunn nor the Office of fihe Governor of Ne~,v

jersey considers it a conflict

If the terms and conditions set forth in this letter are acceptable to you, please

acic~zowledge your acceptance of them by executi~~:g the enclosed copy and returning ~t to me.

I~ you have any problems car questions regarding the terms and conditions of your firm`s

retention, ~iease ca11 me at youx earliest convenience to discuss them.

J~.~~y Zs, zo14Page 3

V~rq.truly yours,

JOHN J. H~FFMANACTING AT'T4RNEY GE~i~1EI2AL OF NEW JERSEY

.-

_;.~'..~- .

..: ___._By: ~---

R flirt T. LougyAssistant Attorney GeneralActing Director

Enc.cc:

January 28, 2014Page 4

I hereby acknowledge and acceptthe terms set forth kerein this28th. day of 3arzuary, 2414.

T3 .~. ~~Y - - ,.~Randy MastraGibson, ~3 & ~rutcher LLP

By: '~--'

Dated: /~3u~ ~/~

Exhibit ~~.dditiona! Requirements for ai3

Office of Attorney General, Division of La~i~ Reteritit~n Agreements

.~, pwnerslzip I3isclosureTl~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 1TepartAffirmative 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 QuestionnRireNo 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 JerseyState W-9 and Vendor Questionnaire on file with the State, the properly completed W9 shall be returnedwith the Retention Agreement signed by Special Counsel. A copy may be obtained from the Designated

Attorney at the Division of I.aw.

D. I~ew Jersey Business RegistrationPursuant #o N.J.S.A. 52:32-44 (b), Special Counsel must have a valid New Tersey Business Registrationprior 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 SpecialCounsel 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 thenegotiation and award~of State contracts, includ'ulg Retention Agreements, from political contributions U~at

,pose the risk or appearance of the 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 March22, 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 onNovember 1S, 2008 (EO 117) which sets forth additional limitations on the ability of executive branchagencies 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

of any 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 CampaignContributions and Expenditures Reporting Act., P.L. 1973, a83 (N.J.S.A. 19:4~A-1 et sec .), andimplernentingregulations 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.

b) Business Entity means any natural or legal person, business corporation, professionalservices corporation, limited liability company, partnership, limited partnership, business trust,association or any other legal commercial entity organized under the laws of New Jersey or anyother 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 abusiness entity or 10 percent of fhe stock in the case of a business entity that is acorporation 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 of the stockof 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 andany shareholder or officer;

(5) in the case of a limited liability company: the 3imiteci liability company andany member;

{6) in the case of a limited liability partnership: the limited liability partnershipand any partner;

(7) in the case of a sole proprietorship: the proprietor; and

{8) in the case of any other fornr of entity organized under the Iaws of this Stateor arty other state or foreign jurisdiction: the entity and any principal, of#icer, orpartner thereof;

{ii) -any subsidiaries direotly or indirectly conCrolied by the business entity;

{iii) any political organization organized under section S27 of the Internal RevenueCode that is directly or indirectly controlled by the business entity, other than a candidateaoinmittee, election fund, or political party committee; and

{iv) if a business entity is a nafurai person, that person's spouse or civil unian partner, orohild residing in the same household provided, however, that, unless a contribution madeby such spouse, civil union partner, or child is to a candidate for whom. the con#ributor isentitled to vote or to a poll#ical party committee within whose jurisdiction the contributorresides 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 toprocure 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 SpeeiatCounsel, 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/ExecutiveOrder 117 Vendor Certification and Disclosure of Political Contributions form, certifyingthat no contributions prohibited by Chapter 51 have been solicited or made by the

Business Entity and reporting all contributions the Business Entity made during thepreceding four years to any political organization. organized under 26 U.S,C. 527 of theInternal 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 isavailable on the New Jersey Division of Purchase 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 Propertywebsite at:

http~//www stated usltreasury/purchaselforms/eo l 34/cS 1 eo 117 cd instr%2 02 2~09,pdf

or

{ii) submit a copy of Special Counsel's still valid Two-Year Chapter S1/Execative Order117 Vendor Certification.

{c) Special Counsel is required, on a continuing basis, Yo report any contributions and soiicita#ionsSpeczal 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'sexecution of the Retention Agreement with Special Counsel.

{e) The State Treasurer's designee shall review the Certification and Disclosures submitted by theSpecial Counsel pursuant to this section, as well as any other pertinent information concerning thecontributions 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 bythe Special Counsel violated Chapter 5 i or EO f 17, the State Treasurer sha11 disqualify SpecialCounsel from receipt of a Retention AgreeYnent for the time period required by the statute andexecutive 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 of a Retention Agreement.

Ili. Breach of Perms of Chapter SY or ~O 117 is a Breach oi' Retention EigreemenCIt shall be a breach of the terms of the Retention Agreement for the Special Counsel (and ati thoseattributed to Special Counsel's business entity} to do any of the 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 ormisrepresenting the source of the contribution;{d) make or solicit any contribution on the condition or with the agreement that it will becpntributed 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 legislativeleadership committee;(e} engage or employ a lobbyist or consultant with the intent or understanding that such lobbyistor consultant would make or solicit any contribution, which if made or solicited by ehe businessentity 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 wouldsubject that entity to the restrictions of Chapter 51 or EO 117.

~+. A.dditional I}isclosure Regniremen# of P,d.. 2045, c. 271Pursuant to P.L. 200, c.271 (Chapter 271), every Special Counsel is regaired to disaSose its (a~~d itsprJncipals') political contributions within the immediately preceding twelve (12) month period to proposalsubrnissian 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 inconnection 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 contributionswith tiie New Jersey Election Law Enforcement Commission (ELEC}, pursuant to N.J,S.A. 19:44A-20.13(PAL. 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 orhttp://wwtiv.eiec.state. nj .us.

G. Notiee of Set-aff for State Ta~:esPursuant to P.L. 1995, cI59, effective January 1, 1996, (codified of N.J.S.A. 5 :49-I9 et seq.}, andnotwithstanding 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 Jerseyor iYs ageneres or instrumentalities, including the legislative and judicial branches of State govcrnmenf, isentitled 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 theprocedures 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 of the indebtedness.

~. 'Notice of IVew Jersey Ctrnflict of Interest LawThe 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 theDepartment 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 corporationwith 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 bereported 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 relationshipsState 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 oremployee.

V. No Special Counsel shall cause or influence, or attempt to cause or influence, any Sta#e offioer orernpioyee or special S#ate officer ar employee to use, or attempt Yo use, his of6ciai position tosecure 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 Stateofficer 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 maypromulgate.

I. Source Dise[osure CertificationExecution 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 theRetention 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

of this Retention Agreement.

J, Certiflcatlan of lYon-Invo6vemenY in Prvhibtted Acfi~ities in irAnPursuant 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 ofthe 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 isunable 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