General Counsel Legal Services

SPECIFICATIONS FOR GENERAL COUNSEL LEGAL SERVICES RFP – 21/11/01 GC 10:00 AM November 16, 2021 Please read and follow the attached Instructions and Specifications carefully. Failure to follow Instructions and Specifications may result in rejection of your proposal. Information: Telephone: Jeff Roberson, Jr. Director of Contracts and Procurement 26 Journal Square 14th Floor Jersey City, New Jersey 07306 201-360-4054 2 Fair and Open Specifications and Instructions Proposals will be open and announced at 26 Journal, Square 14 th Floor, Jersey City, New Jersey conference room on November 16, 2021, at 10:00 am GENERAL COUNSEL RFP - FO # 21/11/02 GC Vendor/Company Name: _ Ad d re ss: Te lephone : _ Signature: Title: Special Instructions: Proposers must show proof of Business Registration Certificate prior to the award of contract. The successful proposer will also be required to provide additional documentation including, without limitation, a) Ownership Disclosure compliance, b) Non -

Collusion Affidavit, c) Disclosure of Investment Activities in Iran, and d) compliance with the Mandatory Equal Employment Opportunity Language. Forms are included herewith and may be provided with the proposal but in no event later than the time required by law. The proposal must be enclosed in a sealed envelope bearing the name of the proposal, number and the proposer's name and address on the outside. 3 FAIR AND OPEN PROPOSAL GENERAL COUNSEL RFP - FO # 21/11/02 GC BACKGROUND: Hudson County Community College is located in Jersey City and North Hudson area. The College has a student enrollment of over 8,800 credit students and 7,500 non-credit students. The College owns seven buildings in Journal Square and one building in the North Hudson area. The budget is approximately $60 MM, and the College employs over 300 full-time employees plus adjunct faculty and part-time employees. Also, the College has a $50MM capital renovation program in progress. The College is a comprehensive urban community college with a mission to offer high- quality program and services. SCOPE OF SERVICES: II. SCOPE OF SERVICES. The Offeror shall be readily available to perform the following legal services, as requested by the Executive Director and Board of Directors: 1. Review, draft and negotiate contracts and leases 2. Advice on corporate and tax-exempt organization legal issues 3. Advice on individual labor and employment matters 4. Review personnel, fiscal and other policies, as well as corporate by-laws 5. Advice on government grant and contract issues 6. Advice on responses to subpoenas, court orders, and requests for information from third parties 7. Defend lawsuits, administrative claims, or other legal claims 8. Conduct litigation as necessary 9. Attendance in required meeting with College Administration and Board of Trustees. Although it is preferable for an attorney or firm to submit a proposal covering all of the above areas, Hudson County Community College for subsets of these areas. Proposer shall be prepared to submit detailed billing statements (as requested by the college) for all services billed at an hourly rate, if any, broken down into time increments of no more than a quarter-hour. The Proposer shall also include summaries of work performed and time spent on services performed under the proposed fee, as discussed below. 4 FAIR AND OPEN PROPO SAL GENERAL COUNSEL RFP - FO # 21/11/02 GC PROPOSAL CONTENT: III. The Proposer, in its proposal, shall, at a minimum, include the following ; A. Legal Experience. The Proposer should describe its legal experience, including the names, addresses, contact persons, and telephone numbers of at least three clients, preferably including clients similar to Hudson County Community College. Experience should include the following categories: 1. Experience advising County Community Colleges . 2. Experience advising clients conducting similar programs and government- funded services. B. Organization, Size, Structure, and Areas of Practice. If the Proposer is a firm, it should describe its organization, size, structure, areas of practice, and office location(s). Indicate, if appropriate, if the firm is a small or minority/ owned business. Also include copy of Equal Opportunity/ Affirmative Action Policy if the firm has one. C. Attorney Qualifications. The Proposer should have experience in the following areas: non-profit and tax-exempt organizations; including bond financing; government grants and contracts; labor and employment; and general business operations. The Proposer should describe the qualifications of attorneys to be assigned to the representation. Descriptions should include: 1. Professional and education background of each attorney. 2. Overall supervision to be exercised. 3. Prior experience of the individual attorneys concerning the required experience listed above. Only include resumes of attorneys likely to be assigned to the representation Education, position in firm, years and types of experience, and continuing professional education will be considered. D. Price. The Proposer's proposed price should include information on the hourly billing rates of each attorney or other legal staff who is expected to 5 work on this representation and charges for expenses, if any, such as legal research, copies, and faxes. Also include a monthly flat fee that would be charged to advise on routine matters that could be handled over the telephone or otherwise without extensive research or other legal work Hudson County Community College reserves the right to negotiate with the Proposer on the structure of the billing and retainer fee. IV . PROPOSAL EVALUATION A. Submission of Proposals. All proposals shall include an original and 2 copies. B. Evaluation Procedure and Criteria. Hudson County Community College 's Executive Director and appropriate staff will review proposals and make recommendations to the Board of Directors for final approval. The Executive Director and Board of Directors may request a meeting with some qualified Proposers before final selection. Proposals will be reviewed in accordance with the following criteria : 1. The proposed approach to scope of work. 2. Level of experience of the individual(s) identified to work on th is matter. 3. The Proposer's experience with similar clients and legal matters. 4. Cost. 5. Interviews, if conducted. Please send the proposal to the attention of: Jeff Roberson, Jr. Director of Contracts and Procurement Hudson County Community College 26 Journal Square - 14 th Floor Jersey City, New Jersey 07306 Telephone #: )201) 360-4054 Fax #: (201) 656-8961 {00717518; 1 } FAIR AND OPEN PROPO SAL GENERAL COUNSEL RFP - FO # 21/11/02 GC STATEMENT OF OWNERSHIP DISCLOSURE N.J.S.A. 52:25-24.2 (P.L. 1977, c.33, as amended by P.L. 2016, c.43) This statement shall be completed, certified to, and included with all proposal and proposal submissions. Failure to submit the required information is cause for automatic rejection of the proposal or proposal. Name of Organization:______________________________________________________________ Organization Address:______________________________________________________________ Part I Check the box that represents the type of business organization: Sole Proprietorship (skip Parts II and III, execute certification in Part IV) Non-Profit Corporation (skip Parts II and III, execute certification in Part IV) For-Profit Corporation (any type) Limited Liability Company (LLC) Partnership Limited Partnership Limited Liability Partnership (LLP) Other (be specific): ______________________________________________ Part II  The list below contains the names and addresses of all stockholders in the corporation who own 10 percent or more of its stock, of any class, or of all individual partners in the partnership who own a 10 percent or greater interest therein, or of all members in the limited liability company who own a 10 percent or greater interest therein, as the case may be. (COMPLETE THE LIST BELOW IN THIS SECTION) OR  No one stockholder in the corporation owns 10 percent or more of its stock, of any class, or no individual partner in the partnership owns a 10 percent or greater interest therein, or no member in the limited liability company owns a 10 percent or greater interest therein, as the case may be. (SKIP TO PART IV) (Please attach additional sheets if more space is needed): Name of Individual or Business Entity Home Address (for Individuals) or Business Address {00717518; 1 } Part III DISCLOSURE OF 10% OR GREATER OWNERSHIP IN THE STOCKHOLDERS, PARTNERS OR LLC MEMBERS LISTED IN PART II If a Proposer has a direct or indirect parent entity which is publicly traded, and any person holds a 10 percent or greater beneficial interest in the publicly traded parent entity as of the last annual federal Security and Exchange Commission (SEC) or foreign equivalent filing, ownership disclosure can be met by providing links to the website(s) containing the last annual filing(s) with the federal Securities and Exchange Commission (or foreign equivalent) that contain the name and address of each person holding a 10% or greater beneficial interest in the publicly traded parent entity, along with the relevant page numbers of the filing(s) that contain the information on each such person. Attach additional sheets if more space is needed. Website (URL) containing the last annual SEC (or foreign equivalent) filing Page #’s Please list the names and addresses of each stockholder, partner or member owning a 10 percent or greater interest in any corresponding corporation, partnership and limited liability company (LLC) listed in Part II other than for any publicly traded parent entities re ferenced above. The disclosure shall be continued until names and addresses of every noncorporate stockholder, and individual partner, and member exceeding the 10 percent ownership criteria established pursuant to N.J.S.A. 52:25-24.2 has been listed. Attach additional sheets if more space is needed. Stockholder/Partner/Member and Corresponding Entity Listed in Part II Home Address (for Individuals) or Business Address Part IV Certification I, being duly sworn upon my oath, hereby represent that the foregoing information and any attachments thereto to the best of my knowledge are true and complete. I acknowledge: that I am authorized to execute this certification on behalf of the Proposer/proposer; that the Hudson County Community College (“College”) is relying on the information contained herein and that I am under a continuing obligation from the date of this certification through the completion of any contracts with the College to notify the College in writing of any changes to the information contained herein; that I am aware that it is a criminal offense to make a false statement or misrepresentation in this certification, and if I do so, I am subject to criminal prosecution under the law and that it will constitute a material breach of my agreement(s) with the, permitting the College to declare any contract(s) resulting from this certification void and unenforceable. Full Name (Print): Title: Signature: Date: {00717518; 1 } NON-COLLUSION AFFIDAVIT STATE OF NEW JERSEY/______________________________ Specify, of Other COUNTY OF______________________________ I, _________________________________________, of the (City, Town, Borough) of ______________________________ State of ______________________________, of full age, being duly sworn according to law on my oath depose and say that: I am ______________________________ of the firm of ______________________________, the Proposer making the Proposal for the above named contract, and that I executed the said Proposal with full authority to do so; that said Proposer has not, directly or indirectly, entered into any agreement, participated in any collusion, or otherwise taken any action in restraint of free, competitive proposalding in connection with the above named contract; and that all statements contained in said Proposal and in this affidavit are true and correct, and made with full knowledge, and the State of New Jersey relies upon the truth of the statements contained in this affidavit in awarding the contract for the said contract. I further warrant that no person or selling agency has been employed or retained to solicit or secure such contract upon an agreement or understanding for a commission, percentage, brokerage or contingent fee, except bona fide employees or bona fide established commercial or selling agencies maintained by ______________________________. Name of Vendor (N.J.S.A. 52:34-15) By:______________________________ (Signature of Authorized Representative) Subscribed and sworn to before me this ____ day of _______, 20__. ______________________________ (Seal) Notary Public of New Jersey/ Specify Other State My Commission Expires ______________ 20__ {00717518; 1 } HUDSON COUNTY COMMUNITY COLLEGE DISCLOSURE OF INVESTMENT ACTIVITIES IN IRAN Name of Bidder: _____________________________________________________________ Pursuant to Public Law 2012, c. 25, any person or entity that submits a bid or proposal or otherwise proposes to enter into or renew a contract must complete the certification below to attest, under penalty of perjury, that the person or entity, or one of the person or entity's parents, subsidiaries, or affiliates, is not identified on a list created and maintained by the Department of the Treasury as a person or entity engaging in investment activities in Iran. If the Hudson County Community College (“College”) finds a person or entity to be in violation of the principles which are the subject of this law, they shall take action as may be appropriate and provided by law, rule or contract, including but not limited to, imposing sanctions, seeking compliance, recovering damages, declaring the party in default and seeking debarment or suspension of the person or entity. I certify, pursuant to Public Law 2012, c. 25, that the person or entity listed above for which I am authorized to bid/renew:  is not providing goods or services of $20,000,000 or more in the energy sector of Iran, including a person or entity that provides oil or liquefied natural gas tankers, or products used to construct or maintain pipelines used to transport oil or liquefied natural gas, for the energy sector of Iran, OR  is not a financial institution that extends $20,000,000 or more in credit to another person or entity for 45 days or more, if that person or entity will use the credit to provide goods or services in the energy sector in Iran. In the event that a person or entity is unable to make the above certification because it or one of its parents, subsidiaries, or affiliates has engaged in the above-referenced activities, a detailed, accurate and precise description of the activities must be provided in Part 2 below to the District under penalty of perjury. Failure to provide such will result in the proposal being rendered as non-responsive and appropriate penalties, fines, and sanctions will be assessed as provided by law. PART 2: PLEASE PROVIDE FURTHER INFORMATION RELATED TO INVESTMENT ACTIVITIES IN IRAN You must provide a detailed, accurate and precise description of the activities of the bidding person/entity, or one of its parents, subsidiaries or affiliates, engaging in the investment activities in Iran outlined above by completing the boxes below. EACH BOX WILL PROMPT YOU TO PROVIDE INFORMATION RELATIVE TO THE ABOVE QUESTIONS. PLEASE PROVIDE THOROUGH ANSWERS TO EACH QUESTION. Name: ________________________________Relationship to Bidder/Offeror: ___________ Description of Activities: ____________________________________________________________________________ Duration of Engagement: __________________Anticipated Cessation Date: _____________ Bidder/Offeror Contact Name: _______________Contact Phone Number:_______________ {00717518; 1 } Disclosure of Investment Activities in Iran (continued) Certification: I, being duly sworn upon my oath, hereby represent and state that the foregoing information and any attachments thereto to the best of my knowledge are true and complete. I attest that I am authorized to execute this certification on behalf of the above-referenced person or entity. I acknowledge that the College is relying on the information contained herein and thereby acknowledge that I am under a continuing obligation from the date of this certification through the completion of any contracts with the College to notify the College writing of any changes to the answers of information contained herein. I acknowledge that I am aware that it is a criminal offense to make a false statement or misrepresentation in this certification, and if I do so, I recognize that I am subject to criminal prosecution under the law and that it will also constitute a material breach of my agreement(s) with the College and that the College at its option may declare any contract(s) resulting from this certification void and unenforceable. Full Name (Print): _______________________________ Signature: ___________________ Title: _________________________________________ Date: _______________________ {00717518; 1 } EXHIBIT A MANDATORY EQUAL EMPLOYMENT OPPORTUNITY LANGUAGE N.J.S.A; 10:5-31 et seq. (P.L.1975, c.127) N.J.A.C. 17:27 et seq. GOODS, GENERAL SERVICES, AND PROFESSIONAL SERVICES 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, ancestry, marital status, affectional or sexual orientation, gender identity or expression, disability, nationality or sex. Such equal employment opportunity shall include, but not be limited to the following: employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. 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 of this nondiscrimination clause. The contractor or subcontractor, where applicable will, in all solicitations or advertisements for employees placed by or on behalf of the contractor, state that all qualified applicants will receive consideration for employment without regard to age, race, creed, color, national origin, ancestry, marital status, affectional or sexual orientation, gender identity or expression, disability, nationality or sex. The contractor or subcontractor will send to each labor union, 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 this chapter and shall post copies of the 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 pursuant to N.J.S.A. 10:5-31 et seq., as amended and supplemented from time to time and the Americans with Disabilities Act. The contractor or subcontractor agrees to make good faith efforts to meet targeted county employment goals established in accordance with N.J.A.C. 17:27-5.2. {00717518; 1 } EXHIBIT A (Cont) The contractor or subcontractor agrees to inform in writing its appropriate recruitment agencies including, but not limited to, employment agencies, placement bureaus, colleges, universities, and labor unions, that it does not discriminate on the basis of age, race, creed, color, national origin, ancestry, marital status, affectional or sexual orientation, gender identity or expression, disability, nationality or sex, and that it will discontinue the use of any recruitment agency which engages in direct or indirect discriminatory practices. The contractor or subcontractor agrees to revise any of its testing procedures, if necessary, to assure that all personnel testing conforms with the principles of job-related testing, as established by the statutes and court decisions of the State of New Jersey and as established by applicable Federal law and applicable Federal court decisions. In conforming with the targeted employment goals, the contractor or subcontractor agrees to review all procedures relating to transfer, upgrading, downgrading and layoff to ensure that all such actions are taken without regard to age, race, creed, color, national origin, ancestry, marital status, affectional or sexual orientation, gender identity or expression, disability, nationality or sex, consistent with the statutes and court decisions of the State of New Jersey, and applicable Federal law and applicable Federal court decisions. The contractor shall submit to the public agency, after notification of award but prior to the execution of a goods and services contract, one of the following three documents: Letter of Federal Affirmative Action Plan Approval; Certificate of Employee Information Report; or Employee Information Report Form AA-302 (electronically provided by the Division and distributed to the public agency through the Division's website at: http:// www.state.nj.us/treasury/contract_compliance/. The contractor and its subcontractors shall furnish such reports or other documents to the Division of Purchase & Property, CCAU, EEO Monitoring Program as may be requested by the office from time to time in order to carry out the purposes of these regulations, and public agencies shall furnish such information as may be requested by the Division of Purchase & Property, CCAU, EEO Monitoring Program for conducting a compliance investigation pursuant to N.J.A.C. 17:27-1.1 et seq. Acknowledged by Vendor By:___________________________ Print name and title ______________________________ Signature http://www.state.nj.us/treasury/contract_compliance/