HomeMy Public PortalAboutR 98:028 98-28 Dalc ot Adoplion January 15, :1_998
PROFESSIONAL SERVICE CONTRACT FOR
LEGAL SERVICES
WHEREAS, there exists a need for professional services to represent the Borough
of Carteret in connection with various matters; and
WHEREAS, legal services are a professional service exempt from the requirement
of public bidding pursuant to NJ.SA. 40A: 11-5 (1) (a); and
WHEREAS, the Local Finance Officer has certified that funds are available.
NOW, THEREFORE, BE IT RESOLVED that the Mayor and Council of the
Borough of Carteret does hereby approve the appointment of Craig J. Coughlin,
Esq. at a maximum cost of not to exceed $45,000.00 billable per attached contract.
BE IT FURTHER RESOLVED that the Mayor and Borough Clerk are hereby
authorized to execute said contract.
IT IS FURTHER RESOLVED that the contract is awarded without competitive
bids in accordance with NJ. SA 40A:11-5 (1) (a) due to the specialized and
professional nature of the services provided.
IT IS FURTHER RESOLVED that a notice of this action shall be published in the
Home News Tribune on January 20, 1998.
Adopted this 15th day of January, 1998
and certified as a true copy of the
original on January 16, 1998.
KATHLEEN M. BARNEY,
Municipal Clerk
RECORI) ()ir COUNCIl. VOTE
COUNCILMAN ~S- NO --N~-~i-' COUNCILMAN YES NO ~7--~..B.
DUPONT _G TO,SKI
FAILACE 0 BRIEH
X - Indicate Vole AB - Absent NV - Not Voting XOR - Indicalcs Vote to Overrule Velo ~j_
Adopted ill a meeting of the Municipal Council
_ ~UARY 15; lq98
~zm ~cr~ TEL (908) 541-3800
FAX (908) 541~925
o~c~o~ 61 COOKE AVENUE
KATHLEEN M- BARNEY CARTE~ET, NEW JERSEY 07008
MUNICIPAL CLERK
Date: 3~U~Y 14, 1998
TO: Patrick DeBlasio, Treasurer
Borough of Carteret
REQUEST FOR CERTIFICATION OF AVAILABLE FUNDS:
For: LEGAL SERVICES
Name of Account: CRAIG J. COUGHLIN, ESQ.
AMOUNT TO BE ENCUMBERED: NOT TO EXCEED $45,,000.00
'KATHLEEN M. BARNEY,
Municipal Clerk
CERTIFICATION OF AVAILABILITY OF FUNDS
I, Treasurer of the Borough of Carteret, do hereby certify that there are sufficient funds available in
the current budget to enable the Municipal Council to authorize the entering into a contract between
the Borough of Carteret and:
The funds available for this contract are in the Budget, in the account of:
in the amount of'. ]r>~ o,~,~, .~ ~
By this certification, [ have hereby encumbered the above named account for the amount of the
contract. ,~_~t~2~ e,e~B(VA S iO
PATRICK J. DeB
TFeasul-eF
DATE:
Affidavit of Publication
Publisher's Fee $15.12 Affidavit Charge $12.50
State of New Jersey } ss.
MONMOUTH COUNTY
Personally appeared PAT HENEGHAN ~ ' '~ ....
of Home News Tribune, a newspaper printed In Freehold, NJ and published In
NEPTUNE, tn said County and State, who being duly sworn, deposeth and salth that the
advertisement of which the annexed is a true copy, has been published ]n the said newspaper
1 (ONE) times, once tn each Issue, as follows
1/20/99.
N01ARY PUBLIC OF NEW JERS[? / ~,
MY COMMISSI0~i EXPIRES FFB 14, 2000 Sworn and subscribed be~6re me this
Q. ~ 20th day of January, A.D., 1998
Notary Public of New ~rsey
BOROUGH OF CARTERET
NOTICE OF
CONTRACT AWARDED
The Borough of Carteret
has awarded a contract
without competitive bid
BOROUGH OF CARTERET
20 COOKE AVENUE
CARTERET, NEW JERSEY 07008
THIS AGREEMENT: made this 15th day o£ January 1997
By and between: Craig Coughlin, Esq. P. O. Box 8
South Amboy, N. J. 08879
And the Borough of Carteret, a municipal corporation, having its
Principal office at the Borough Hall 61 Cooke Avenue, Carteret, New Jersey,
As per Resolution Number 98-28.
THE CONTRACTOR does hereby agree to perfbm~ the fbllowing
PROFESSIONAL SERVICE TO REPRESENT THE BOROUGH IN CONNECTION
WITH VARIOUS MATTERS. NOT TO EXCEED $45,000.00
According to the terms set forth in RESOLUTION.
THE BOROUGH does hereby agree to pay thc Contractor the sum set
forth in Resolution.
IN WITNESS WHEREOF, the parties hereto have hereunder set their hands and seals or
caused these presents to be signed by their proper corporate officers and their corporate
seals to be hereto affixed, the day and year written above.
For the Corporation:
BOROUGH OF CARTERET BY: f/~,.~~'
Peter J. Sica ~
~~~,~ ~~ Mayor
~athlecn M. Bar~dy ' ~ %
Mnnicipal Clerk
AGREEMENT FOR LEGAL SERVICES
AGREEMENT made this/~ay of January, 1998, effective as of January 1, 1998, by
and between the BOROUGH OF CARTERET (the "BOROUGH") having its primary municipal
offices located at 61 Cooke Avenue, Carteret, New Jersey, 07008.
AND
CRAIG J. COUGHL[N, Esq. and the law firm in which he is a principal, McGOWAN &
COUGHLIN, P.C. (individually and collectively, the "FIRM"), having offices located at 207
South Stevens Avenue (P.O. Box 8), South Amboy, New Jersey 08879.
PREFACE
WHEREAS, by Resolution dated January 1, 1998, Borough Council acted to approve the
appointment of Craig J. Coughlin to serve as Borough Attomey; and
WltEREAS, in order to formalize the agreement between the BOROUGH and the FIRM
to provide such professional legal services as are generally and usually rendered to the
BOROUGH through the office of the Borough Attorney, together with all such other legal
services as may be specifically directed or specially required by the BOROUGH in the
furtherance of its interests and purposes; the BOROUGH and the FIRM have agreed to enter into
a contract for services with respect to same; and
WHEREAS, pursuant to N.J.S.A. 40A: 11-5, this contract for professional services may be
awarded without public advertising for bids and bidding therefor;
AGREEMENT
NOW, THEREFORE, in consideration of such covenants and assurances as are
hereinafter mutually set forth, the Parties hereto agree as follows:
1. Services to be Rendered. The BOROUGH hereby retains and engages the FIRM
to provide such services as are normally and generally rendered in conjunction with and support
of the office of Borough Attorney, together with such other legal services as may be specifically
directed or specially required by the BOROUGH. Services to be rendered by the FIRM shall
include, but not be limited to, attendance at all regularly scheduled meetings and public hearings
of the BOROUGH; attendance at all specially scheduled meetings and public hearings of the
BOROUGH; attendance at Executive Sessions held by the BOROUGH; direct communications
and meetings with the Mayor, Councilmembers, and members of the administration, on matters
affecting the BOROUGH and the community and interests which it serves; rendering advice and
formal opinions from a legal perspective, with respect to all matters affecting the BOROUGH'S
activities, powers and purposes as are permitted and/or established by law; cooperation with such
employees, agents and such professionals as may at any time be retained by the BOROUGH with
respect to such projects and activities as have reason to involve the participation of the FIRM;
representation of the BOROUGH in all matters of litigation which may arise during the term of
this Agreement, except for such matters as for which legal representation is provided by any
insurance carriers which provide coverage to the BOROUGH or except for such matters as are
deemed by the BOROUGH and/or by the FIRM to require special expertise with respect to an
area of law properly requiring particular knowledge and experience within a recognized specialty
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(e.g. Labor Law; Public Bonding; Environmental; etc.); the drafting or approval as to form and
sufficiency of all legal documents, contracts, deeds, ordinances and resolutions, which are to be
made, executed or adopted by or on behalf of the BOROUGH; research of questions of law
which may arise and which in the perception of the members of the governing body potentially
affect the BOROUGH and its governmental authority, responsibilities, activities and/or purposes;
preparation and drafting of pleadings and all other legal documents of every nature and form;
trial preparation, appropriate investigation and related work with respect to matters of litigation;
defense against such litigation as may be brought against the BOROUGH in any and all divisions
of the Superior Court of New Jersey, the Federal District Court, the Middlesex County Board of
Taxation, and any appellate courts; preparation and filing of any suits on behalf of the
BOROUGH in any court when so directed by the Mayor or Borough Council; subject to the
approval of the Borough Council, the FIRM may enter into any agreement, compromise or
settlement of any litigation in which the BOROUGH is involved; supervision and direction of the
work of such additional attorneys and technical and professional assistants as the Council may
authorize for special or regular employment in or for the BOROUGH; correspondence; and other
such services and efforts as may be usual or appropriate for an attorney serving as general
counsel to a municipality or as may be reasonably requested by the BOROUGH.
2. Special Legal Services. Services rendered in regard to special projects or
activities which require an extraordinary concentration of time and effort and/or involve a
specialized area of law and/or which cause for the FIRM to incur additional liability exposure to
a substantial degree (such as the BOROUGH requiring the FIRM to provide third parties with
warranties, guarantees or other forms of assurances in the form of legal opinion relative to
matters of potentially substantial financial consequences) in which event the FIRM and the
BOROUGH may need to agree on a separate rate to be charged and paid for such special
services.
3. Compensation.
A.) Retainer. As Borough Attorney, Craig J. Coughlin shall receive an Annual
Salary as shall be set by Borough Council and set forth in the BOROUGH's salary ordinance.
Said salary shall be in lieu of any other retainer to the FIRM.
B.) Additional Compensation. Payment for services rendered by the FIRM, the
charges for which exceed the amounts paid in any month pursuant to the (Salary) Retainer, shall
be subject to approval by the Borough Council, which shall first authorize or otherwise approve
an amount to be expended for such services. The Mayor and Council shall, whenever practical,
establish a "not to exceed" amount with respect to each matter assigned to the FIRM, in which
event the FIRM shall not be required to perform any services which would cause for such amount
to be exceeded unless authorization to increase such amount is subsequently provided or payment
of such excess amount is properly authorized. Authorization by Borough Council for the
payment of any services shall constitute full approval and authorization for the rendering of such
services.
4. Legal Fees.
A. The amount of fees to be charged by the FIRM to the BOROUGH for services
rendered under Section 1 above shall be charged at the rate of $125.00 per hour.
B. "Out-of-Pocket" Expenses. Direct expenses incurred by the FIRM in the
course of rendering services to the BOROUGH and which are directly related to
the services performed for the BOROUGH (such expenses may include, but are
not limited to, telephone toll charges, facsimile charges, postage, transportation,
tolls, parking, messenger services, filing fees, documentation costs, service fees,
etc.) shall be reimbursed to the FIRM at the rate of $I,000.00 per month.
C. Other Professionals and Experts. The FIRM may request the BOROUGH to
retain other professionals and/or experts when circumstances shall so warrant. In
such event, it will be the responsibility of the BOROUGH to retain the necessary
professionals and/or experts and to pay them directly, for any services which may
be rendered by them.
5. Billing. Prior to the fifteenth (15th) day of each month, the FIRM will submit an
invoice supported by an itemized summary of services rendered during the preceding month
which shall be prepared in such form as is mutually acceptable. Such invoice shall be submitted
together with a properly completed voucher requesting payment (if required by the BOROUGH),
on a voucher form to be provided by the BOROUGH. All invoices shall be due upon submission
and shall be payable within fifteen (15) days of the next following meeting date at which invoices
from professionals and vendors to the BOROUGH are to be reviewed for approval and
authorization of payment is made.
6. Responsibilities of BOROUGH. In addition to paying all bills when due, the
BOROUGH shall be responsible for cooperating with the FIRM (including members and
employees of the FIRM) and for providing such information as the BOROUGH may have
conceming any legal matters being handled by the FIRM and furthermore, to furnish or make
available such employees, professionals, experts and support services as may be necessary or
appropriate with respect to efforts of the FIRM to properly represent the interests of the
BOROUGH.
7. Term. This Agreement shall be applicable effective as of January 1, 1998, and shall
continue until December 31, 1998, or until such later date as the BOROUGH shall hold its
Annual Reorganization meeting and a successor shall have been duly appointed, unless
terminated prior to the time of such events by either party in accordance with such provisions as
are stated hereinafter.
Upon mutual consent of the parties, this Agreement may thereafter be extended for such
successive terms as the parties hereto may mutually agree.
8. Early Termination. This Agreement may be terminated prior to December 31, 1997,
or any successive extension thereof, as follows:
A. By the BOROUGH. The BOROUGH may terminate this Agreement at any
time and at its sole discretion upon sixty (60) days notice having been delivered to
the FIRM and upon full payment being made by the BOROUGH to the FIRM for
all billings applicable for services rendered and expenses incurred by the FIRM
(including members and employees of the FIRM) through the effective date of
termination, inclusive.
B. By The FIRM. The FIRM may terminate this Agreement at any time by
submitting their resignation to the BOROUGH; however, such termination shall
be subject to sixty (60) days notice being delivered to the BOROUGH and further
subject to the BOROUGH having chosen another attorney whom it deems to be
acceptable in substitution and replacement of the herein named FIRM. Upon
termination of this Agreement by the FIRM, it shall be required to cooperate fully
with its replacement for the purpose of accomplishing a smooth transition and it
shall be entitled to be promptly paid for all services rendered and expenses
incurred by the FIRM up to and including all services rendered and expenses
incurred with respect to assisting in the transition to its successor.
9. Certification of Funds. The BOROUGH represents that it has and will have sufficient
funds available in its budget to pay the consideration to the FIRM for services to be rendered by
the FIRM to the BOROUGH as required by the provisions of Section 1 and in accordance with
Sections 3 and 4 of this Agreement.
10. Affirmative Action. The FIRM is an equal opportunity employer and shall not
discriminate aga'mst any employee or applicant for employment because of race, creed, color, sex
or national origin. The FIRM agrees to comply with all the laws and regulations in regard to
non-discrimination in employment or services performed by the FIRM for the BOROUGH. The
FIRM further agrees to comply with the Affirmative Action requirements of P.L. 1975, C.127
and the rules and Regulation issued by the Treasurer of the State of New Jersey pursuant thereto,
hereinafter "Treasurer."
The parties to this Agreement agree to incorporate into this Agreement the mandatory
language of N.J.A.C. 17:27-3.4(a) promulgated by the Treasurer pursuant to P.L. 1975, C.127, as
amended and supplemented from time to time, and the FIRM agrees to comply fully with the
terms, provisions and obligations and said N.J.A.C. 17:27-3.4(a), provided that said subsection
shall be applied subject to the terms of N.J.A.C. 17:27-3.4(d).
The parties to this Agreement agree to incorporate into this Agreement the mandatory
language of N.J.A.C. 17:27~5.3 promulgated by the Treasurer pursuant to P.L. 1975, C. 127, as
amended and supplemented form time to time, and the FIRM agrees to comply fully with the
terms, provisions, and obligations ofN.J.A.C. 17:27-5.3.
The mandatory language is attached hereto as Exhibit A, which also includes a copy of
the Certificate of Employee Information Report (Certification #20733) as issued by the State
Treasurer as certification of this firm's compliance with the regulatory requirements as set forth
in N.J.A.C. 17:27-1.1 et seq.
11. Non-Waiver. The failure of any party at any time to require performance by the other
party of any provision hereof shall in no way affect the right of such failing party hereafter to
enforce such provision, nor shall any waiver by either party of any breach of any provision hereof
be taken or held to be a waiver of any succeeding breach of such provision or as a waiver of the
provision itself.
12. Severability. Ifanytermorprovisionhereofortheapplicationthereoftoany
circumstances shall, in any jurisdiction and to any extent, be invalid or unenforceable, such term
or provision shall be ineffective as to such jurisdiction to the extent of such invalidity or
unenforcability.
13. Headings. The headings within this Agreement are inserted for convenience only and
shall not be considered in the construction of the provisions hereof.
14. Governing Law. This Agreement shall be construed under the laws of the State of
New Jersey.
15. Notices. All notices given by either party to the other shall be delivered as follows:
If to the BOROUGH, to Borough Clerk
Borough of Carteret
61 Cooke Avenue
Carteret, New Jersey 07008
If to the FIRM, to McGowan & Coughlin, P.C.
Attorneys at Law
207 So. Stevens Avenue, P.O.Box 8
South Amboy, New Jersey 08879
Each party shall deliver notice to the other as to any changes of address for the delivery of
notices.
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16. Entire Agreement. This contract represents the entire agreement between the parties
hereto and shall be binding upon and inure to the benefit of the parties hereto and their respective
heirs, executors, administrators, legal representatives, successors and assigns. There shall be no
modifications, additions, or deletions to this Agreement except in a writing signed by both
parties.
By:ATTESTED TO: [ }A~c'& ~ f/~IV~'WAN & COUQI~I] ~ ~
~,i~iG~~§ 5
Dated:
ATTESTED TO: BOROUGH OF CATRERET
Borough Cler%'N;~-~-~.pETER J. SIC,~v-IAYOR
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AFFIt2JVIATIVE ACTJ. L)fq - M~kNI)ATORy L;ANGUAGE
Procurement and Service Contract
Mandatory Language
During the performance of this Contract, the C. ontracror, agr, ees as follows:
A. The Contractor or SubContractor, where applicable, will nc
discriminate against any employee or applicant for employment because
age, race, creed, color, national origin, ancestry, marital status or sex. Th,
Contractor will take affirmative action' to ensure that such applicants ar
recruited and employed, and that employees are trea/ed'.during employmen,
without regard to their age, race, creed, color,', national' origin, ancestry
marital status or sex. Such action shall include,' bu~t. not be limited to th
following: employment, upgrading, demotion, or trnn.qfer; recruitment o
recruitment advertising; layoff or termination; rates of pay or other'forms o
compensation; and selection for training,, including apprenticeship. Th,,
Contractor agrees to post in a conspicuous place, available to employees, ag,
applicants for employment, Notices to be provided by the Middlesex Count'
Utilities Authority's Public Agency Compliance Officer .(Public Agenc'
Compliance Officer) setting forth provisions of this'non_discrimination clause.
B. The Contractor or SubContractor, will in a2::
solicitations or advertisements for employees or on behalf of th
Contractor, state that all qualified
~considemtion
employment (_without regard to age, race, rmtmnaI
ancestry, marital stares or sex;
C. The Contractor or SubContractor, where applicalJle, will'send'to
~' each Labor Union or representative of workers with.whiCh it has a Collective
Bargaining Agreement or other Contract or understanding, noti6e, to be
provided by the Public Agency Compliance Officer advising the Labor Union
or workers' representative of the Contractor's omrmtments unde~ this.'act
C ° '
and shall post copies of the Notice in conspicuous places availabie to
employees and applicants for employment.
D. The Contractor or SubContractor, where applicable, agrees :to
comply with any regulations promulgated by the Treasurer of the Sta/e~of
New lersey (Treasurer) pursuant to P.L. 1975, C.127~. as amended and
supplemented from time to time.
; E. The Contractor or SubContractor agrees to attem, pt'in good faith
to employ minority'and female workers consistent with the aPplicable.county
.~ employment goals prescribed by Section 5.2 of the. P,-egitI.ations promulgated
by the Treasurer pursuant to P.L. 1975, C.127, as. amended and.
supplemented from time to time, or in accordance. 'with a binding
determination of the applicable county employment goals determined by the
Affirmative Action Office pursuant to Section 5.2 of the Regulations"
-_ promulgated by the Treasurer pursuant to P.L. 1975, C. 127, as amended and
supplemented from time to time.
F. The Contractor or SubContractor agrees to.'infom~ in writing all
recruitment agencies, including employment agencies, '-' b~ikeau~'~.
colleges; mversmes, labor unions, that it does not
.of age; C~?d,"' ' "nation i igin
, ,, a or , ancestry
.-_.... .,:, tt Wall clisconnnue the.use of any recnfitment
or md~rect~ discriminatory practices.
t . G. T~,e Co.n~tractor or SubContractor a,grees to revi.s..~..~
esung proceaures, ,r necessazv, to assure that all pe.,rs.)nnel tex~ii~gle:.,O.'n.i~orms
with the principles of job-related testing, as establiitied .by ~7~;{a~Utes,;and
court decisions of the State of New Jersey and as estabhshed:i!~ .~.i>Pliclbie
federal law and applicable federal court decision.
H. The Contractor or SubContractor agrees to review all,.procedures
renting to transfer, upgrading, downgrading and layoff to ensure 0mt ail such
actions are tnken without regard to age, creed, color,' ~tio~ial origin
ancestry,} marital status or sex, and conform with the applicable c-mploymenti!
goals, consistent with the statutes and court decisions of.the Sla[¢ of New:!
Jersey, and applicable federal cottrt decisions.
Provision (d), (e), (f), (g) or Ch) are not required for ,-qubContractors
with four (4) or fewer employees or a Contractor who has prefer, ted evidence
of a federally approved or sanctioned Affirmative Actioh Program.
Certification 2 07 3 3
CERTIFaCATE OF EMPLOYEE-INFORMATION REPORT
This Is to certify t~[~aclor listed be ow has submited an ~mp~oyee Information Repod pursuant
1o N.J.A.C. ~7:2771~1 et seq. and the State Treasurer has approved ~ld repod. This approval wilt remain
in affect for the period of ~ [o ~.~
SO~ ~OY NJ 08879
State Ire