On Thursday, April 9, 2020, the City of Hoboken held a special city council meeting. The goal of this meeting was to pass a resolution that authorized the execution of a retainer agreement with Windels, Marx, Lane, & Mittendorf, LLP to act as a special legal counsel. For those of us who haven’t passed the bar exam yet, a retainer agreement is a contract in which a client pays their servicer for work that is to be designated and detailed at a later time. With no public citizens wishing to speak, the meeting was fairly short and the resolution was passed.
The actual resolution contained 12 “whereas” clauses that detailed the rationale for passing the resolution. These clauses asserted that “the City requires the services of a law firm to provide legal guidance and assistance as Special Counsel for issues related to the Hoboken University Medical Center (“HUMC”).” A sale of HUMC and Christ Hospital was previously discussed between CarePoint Health and a few potential buyers; however, the sale is being postponed, leaving the future of these hospitals uncertain. The potential sale involves both Hudson County hospitals becoming a part of RWJBarnabas Health network. This prompted Jersey City Mayor Steve Fulop to call on Governor Phil Murphy to salvage the sale of Christ Hospital. Fulop hopes to prevent a loss of employment and many people from losing access to healthcare in Hudson County.
The resolution also recognizes that local hospitals should stay open amid the COVID-19 health crisis. The main point of the clauses is to acknowledge that Windels Marx, and specifically Partner Anthony R. Coscia, specialize in “corporate and real estate financial transactions,” making them able and equipped to provide legal assistance. The City plans to award no more than $50,000, certified by Chief Financial Officer George DeStefano, to Windels Marx in a contract that expires no later than April 9, 2021.
In regard to this contract, the requirements of §20A of the Hoboken City Code are dismissed, specifically the requirements of §20A-4. This part of the legislation reads: “the municipality shall award all contracts or agreements for the provision of professional services on the basis of qualification based, competitive negotiation.” The main reason for this decision was because §20A-4 is not practical in light of the urgency of this situation. Furthermore, the resolution outlines that there is no minimum guaranteed payment in this situation and that the City reserves the right to cancel the contract, in which Windels Marx will only be paid for their completed work.
In the written retainer agreement, Partner Coscia detailed some historical and relevant background about Windels Marx and information regarding hourly fees, comparing Windels Marx to their competitors. The agreement also acknowledges the City’s power to “terminate this representation at any time, with or without cause,” giving Hoboken the ability to cancel the agreement, as stated in the resolution. The agreement also states that Windels Marx has the right to withdraw their representation of Hoboken at any time. The City must then complete the withdrawal and pay Windels Marx their due amount.
Hoboken’s effort to seek legal guidance in this situation shows their commitment to protecting their citizens during the COVID-19 pandemic crisis. Hobokenites will continue to receive care from local hospitals. However, the ultimate fate of HUMC remains unknown at this time.
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