Docket No. 644

In the Matter of Joan Langsam

October 18, 2001

Disposition Agreement

This Disposition Agreement is entered into between the State
Ethics Commission and Joan Langsam. pursuant to Section 5 of the
Commission's Enforcement Procedures. This Agreement constitutes a
consented-to final order enforceable in Superior Court, pursuant to
G.L. c. 268B, s.40).

On March 22, 2000, the Commission initiated, pursuant to G.L.
c. 268B, s.4(a), a preliminary inquiry into possible violations of
the conflict of interest law, G.L. c. 268A, by Langsam. The
Commission has concluded its inquiry and, on August 8, 200 1, found
reasonable cause to believe that Langsam violated G.L. c. 268A, s.

The Commission and Langsam now agree to the following findings
of fact and conclusions of law:

Findings of Fact

1. Langsam was Somerville's solicitor from January 1993 to
June 1999.

2. Langsam is married to Frank MacDonald.

3. MacDonald is the president and treasurer of Management
Construction, Inc. Management Construction, Inc. and Genevieve
MacDonald, Frank MacDonald's mother, are partners in Commercial
Bidding Limited Partnership ("CBLP").

4. In late 1998, Somerville Mayor Michael Capuano decided to
name MacDonald as the project manager for the 11 million-dollar
renovation of, and addition to, the Somerville Central Library.

5. The project manager contract was to be awarded by the
city's Department of Public Works. Carol Antonelli was the DPW
administrator whose job included preparing such contracts.

6. Langsam and her department would have limited, if any,
participation in the drafting of a city contract. If a boilerplate
contract existed, it would be adapted as appropriate to the
circumstances by the interested department, signed by the
department head and the vendor, and then signed by the auditor
attesting to the availability of sufficient funds. At that point
the contract would come to the Law Department and Langsam. would
have an attorney in her office review the already executed contract
for its legal correctness. If the contract were acceptable legally,
she would sign it, approving it "as to form."

7. While ordinarily Antonelli would have used a "boilerplate"
form contract for consultant services, such as the library
renovation project manager services, she did not have a suitable
form contract. This was because, traditionally, the city contracted
with an architect, and the city's project manager was on the
architect's payroll. For the library project, and other future
similar construction projects, however, the city had decided to
contract directly with the project manager. Consequently, Antonelli
sought help from Langsam in drafting this new type of boilerplate

8. In her position as city solicitor Langsam participated in
drafting the contract for MacDonald's services. Langsam first
helped Antonelli prepare a boilerplate contract with general terms
and conditions for any DPW project manager situation. Thereafter,
Langsam provided input to Antonelli in adapting that boilerplate
contract to the particular circumstances of MacDonald serving as
the library renovation project manager. She advised Antonelli that
the library project manager contract should identify CBLP as the
contracting party. Thereafter, she also advised Antonelli that as
a matter of law the contract did not need to go out to bid, and
that the contract should specify a minimum term of 32 months.
(Langsam wrote the 32-month recommendation in her own handwritten
edit on of the drafts between her and Antonelli.) The final
contract was in CBLP's name and did not go out to bid. The 32-month
minimum was dropped in favor of a 36 month term, apparently at the
DPW commissioner's request because he determined that such a
minimum was in the city's interests.

9. Once the contract was drafted, it went to CBLP and the DPW
commissioner for execution. In or about late December 1998 those
parties signed the con-

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tract. The contract was for three years at $60,000 per year,
a total of $180,000. It then went to the city auditor in early January 1999.

10. In early January 1999, MacDonald began providing project
management services regarding the library work even though the
contract had not yet been approved by the auditor, city solicitor
or the acting mayor (by this point Mayor Capuano had resigned).

11. The auditor refused to sign the contract as drafted. She
questioned several aspects of the contract, primarily a clause
relating to reimbursement for expenses and whether the contract
need not go out to bid, a concern shared by some of Langsam's
subordinates in the city's law department.

12. Later in January 1999 Langsam advised members of her legal
staff that the contract did not have to go out to bid. She also
selected one of her subordinates to address the auditor's concerns.

13. On February 11, 1999, after returning from a four-week
trial in federal court, Langsam disclosed in writing to the acting
mayor her husband's financial interest in the contract and that her
office had reviewed the contract "only as to form" and that her
"signature on contracts indicates that my department has reviewed
them and is satisfied that they meet all necessary legal
requirements." By letter dated February 22, 1999, the acting mayor
made a written determination that Langsam could participate in
determining whether "the contract meets all legal requirements,"
since her role did "not extend to any evaluation of the business
benefits of a particular contract or the desirability of the
particular terms negotiated by the department involved." The
contract was thereafter executed by the acting mayor. It was
ultimately repudiated by Mayor Capuano's elected successor in June

14. Ultimately, on February 22, 1999, the law department
provided the auditor with a letter informing her that her authority
was limited to certifying that adequate funds were available. The
auditor then agreed to sign the contract.

Conclusions of Law

15. Section 19 of G.L. c. 268A, except as otherwise permitted
in that section, prohibits a municipal employee from participating
as such in particular matters in which he or an immediate family
member has a financial interest (None of the exemptions applies

16. As Somerville's solicitor, Langsam was a municipal
employee as that term is defined in G.L. c. 268A, s.1.

17. The decisions to draft a boilerplate contract
for MacDonald's type of project manager position, and then more
particularly as to MacDonald's contract to have the city engage him
in his corporate rather than individual capacity, to not put the
contract out to bid, and to include a minimum term for the
contract, were each particular matters.[1]

18. Langsam participated[2] in each of these particular
matters by providing substantive legal advice to Antonelli.

19. MacDonald was a member of Langsam's immediate family.[3]

20. MacDonald had a financial interest in each of these
particular matters. The decision to draft a boilerplate contract
would set the basic generic terms and conditions for any contract
that MacDonald would end up signing. The decision to include a
minimum term could have guaranteed MacDonald a minimum payment of
$160,000 on the contract. The decision to not put the contract out
to bid guaranteed that MacDonald would get the contract, and the
decision to contract with MacDonald in his corporate capacity
protected MacDonald from individual liability. Langsam knew of
MacDonald's interest in each of these particular matters at the
time she participated in each of these decisions.

21. By providing advice as city solicitor as to each of these
particular matters, Langsam participated in each of those matters.
When Langsam so participated, she knew on each occasion that her
husband had a financial interest in the matter. Therefore, by so
acting, Langsam violated s. 19.

22. The contract review performed by the city was also a
particular matter.

23. MacDonald had a financial interest in the successful
completion of that review process.

24. Langsam knew of MacDonald's interest in the successful
completion of the contract review.

25. Langsam participated in the contract review process by
advising lawyers in her own department that the contract need not
be put out to bid, and by selecting the subordinate to address the
auditor's concerns.

26. Therefore, by participating as city solicitor in each of
the forgoing particular matters as part of the contract review
process knowing that her husband had a financial interest in those
matters, Langsam violated s. 19.

27. According to Langsam, she believed that her filing her
written disclosure of her husband's financial interest in the
contract and her obtaining a written determination from the acting
mayor as described above pro-

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tected her under the s.19(b)(1) exemption.[4] Langsam's d
isclosure is not a defense, however, because it occurred
after her participation in the drafting and review of the contract,
and, in any event, failed to disclose that participation.
This in turn prevented her appointing authority from
having the opportunity to make an informed written judgment as to
whether he was willing to permit that degree of participation
notwithstanding her husband's financial interest in those
particular matters. All that the disclosure she filed and written
determination she received allowed her to do was sign the contract
"as to form."


In view of the foregoing violations of G.L. c. 268A by
Langsam, the Commission has determined that the public interest
would be served by the disposition of this matter without further
enforcement proceedings, on the basis of the following terms and
conditions agreed to by Langsam:

(1) that Langsam pay to the Commission the sum of $3500 as a
civil penalty for violating G.L. c. 268A, s. 19 by
participating as described above in the drafting of and the
law department's review of the library renovation project
manager contract

(2) that she waive all rights to contest the findings of fact,
conclusions of law and terms and conditions contained in this
Agreement in this or any other related administrative or
judicial proceedings to which the Commission is or may be a


[1] "Particular matter" means any judicial or other
proceeding, application, submission, request for a ruling or other
determination, contract, claim, controversy, charge, accusation,
arrest, decision, determination,, finding, but excluding enactment
of general legislation by the general court and petitions by
cities, towns, counties and districts for special laws related to
their governmental organizations, power, duties, finances and

[2] "Participate" means to participate in agency action or in
a particular matter personally and substantially as a state, county
or municipal employee, through approval, disapproval, decision,
recommendation, the rendering of advice, investigation or
otherwise. GL. c. 268A, s.1(j).

[3]"Immediate family member" means the employee and his
spouse, and their parents, children, brothers and sisters. GL. c.
268A, s.1(e).

[4] Section 19(b)(1) provides that it shall not be a violation
of 19 "if the municipal employee first advises the official
responsible for appointment to his position of the nature and
circumstances of the particular matter and makes full disclosure of
such financial interest, and receives in advance a written
determination made by that official that the interest is not so
substantial as to be deemed likely to affect the integrity of the
services which the municipality may expect from the employee."