PRA #17894

A Public Records Access request has been submitted.

Request By: Thomas Lloyd

Signature: Thomas Lloyd

Request date: 03/27/2017

Email: tlloyd@triumvirate.com

Phone number: 718-274-3339

Personal Information Request:

YES

Records seeking: Contract #4600008401, "Oil Tank Cleaning, Used Oil Recycling, Transportation and Disposal Services, Port Authority Trans-Hudson Corporation (PATH), Port Authority of New York and New Jersey".

THE PORT AUTHORITY OF NEW YORK AND NEW JERSEY PRA #17894

Action by (print I type name):

loanny Ng

Signature:

llv~-, .c:r-- ~

PUBLIC RECORD ACCESS FORM

I , Freedom of Information Administrator I

Date:

/04/11 /2017

On behalf of the Secretary of the Port Authority, as Records Access Officer and Custodian of Government Records of the Port Authority.

j ,/ I The requested records are being made available.

Any responsive records that may exist are currently in storage or archived, and a diligent search is being conducted. The Port Authority will respond by: I

I

A diligent search has been conducted, and no records responsive to your request have been located.

The requested records that have been located are not being made available, as they are exempt from disclosure for the following specific reasons:

Some requested records that have been located are being made available. The remainder are exempt from disclosure for the following specific reasons:

The request does not reasonably describe or identify specific records; therefore, the Port Authority is unable to search for and locate responsive records. Please consider submitting a new request that describes or identifies the specific records requested with particularity and detail.

j,/I Other:

i Material responsive to your request can be found on the Port Authority's website at http://corpinfo.panynj.gov/documents/17894-C/. Paper copies of the available records are .available upon request. Exemptions were applied for privacy.

i This form is promulgated by the Port Authority pursuant to the Port Authority Public Records Access Policy and is intended to be construed consistent with the New York Freedom of Information Law and the New Jersey Open Public Records Act. It is intended to facilitate requests for Port Authority public records and does not constitute legal advice.

Page 1

~ PllliTAlffliORn'f OF l,JY & NJ

Overnight Mail and Fax: 732-417-0367

November 10, 2010

Russell Reid Waste Hauling and Disposal Service Co., Inc. 200 Smith Street P.O. Box 130 Keasbey, NJ, 08832

Attention; Mr. David Datr4 Executive Vice President

REF: OIL TANK CLEANING, USED OIL RECYCLING, TRANSPORTATION AND DISPOSAL SERVICES, PORT AUTHORITY TRANS HUDSON CORPORATION (PATH), PORT AUTHORITY OF NEW YORK AND NEW JERSEY, BID NO. 22464, CONTACT NUMBER 4600008401, PURCHASE ORDER NUMBER 4500061910. CONTRACT AW ARD LETTER.

Dear Mr. Dam:

Your bid, including Addendum 1, addressed to the above re£erenc:ed contract has been accepted. The term of the contract is for a three (3) year period begiruring on January l, 2011 aod ending on Decerober 31, 2013 in the total estimated amount ofS57 ,600.

In accordance with the contract within five (S) days after the award of this contract and prior to the start of work, the Contractor must submit an original certificate of insurance, to the Port Authority of NY and NJ, Facility Contract Administrator, at the location where the work will take place. This certificate of insurance MUST show evidence of insurance, stating the agreement/contract number and the CITS #3640N prior to the start of work. The General Manager, Risk Management must approve the certificate(s) of insurance: before any work can begin. Upon request by the Port Authority, Allegro Sanitation Corporation sha11 furnish to the General Manager, Risk Management, a certified copy of each policy, including the premiwns.

For invoicing and correspondence purposes, Purchase Order 4500061910 has been assigned to this contract. Please use this number on all correspondence and invoices.

One MadiSIJn Avenue New Yo,,t NY /0010

~ PORT AUllfflllffl' OF NY & NJ

Your facility contacts for this contract are Denise DeFilippis at (973) 350-3989. For procurement related questions, contact Ms. Margaret D'Emic at (212) 435-3910.

1HE PORT AUIIIORIIY OF NY & NJ PROCUREMENT DEPARTMENT ONE MADISON A VENUE 7Ttl FL.

NEW YORK, NY lOOIU

ADDENDUM#!

Date: 16104/1010

To prospective bidders on bid# 22464 forOILTANK CLEANING, USED OIL RECYCLING, TRANSPORTATION AND DISPOSAL SERVICES, PORT AUIBORITY TRANS HUDSON CORPORATION (PATH), PORT AUIBORITY OF NEW YORK AND NEW JERSEY.

18] Due back on October 14, 2010, no later than 11 :00 AM.

D Originally due on , no later than 11 :OOAM/2:00PM

The following ehanges/modiDcations are hereby made la the doeumenb:

In Part V-Speeifications, Number 2. Work Required by Speellleatlons, letter b note the following inserted ia each bullet point: After tile words pressure wash the interiors insert, " ••• recharge (re,.ftll the water chamber)" ••• aa.d recycle or dispose of the reaultiag oil/sludge.

Questions and Answers:

The following information is made available in response to questions submitted by Bidders to the Port Authority of NY and NJ. It addresses only those questions, which the Port Authority of NY and NJ have deemed to require additional iufonnation and/or clarification. The fact that infomiation has not been supplied with respect to any questions asked by a Bidder does not mean or imply, nor should it be deemed to have any meaning. construction or implication with respect to the terms and provisions of the Bid, which will be construed without reference to such questions.

Question 1: My Company could not set a representative to the meeting. is the sign-in sheet from the pre-bid meeting available? Answer l: Yes, the sign in sheet is attached.

Question 2: What are the prices for the current contractor? Answer 2: Yes, bidders are advised that for information purposes only, the Pricing Sheet from the current contractor is attached. -

PSIIAll Page I of2

Question 3: Can we power wash the tanks? Answer 3: Bidders are referred to Part V Specifications of the Invitation to Bid, Number 2. Work Required by the Specifications.

Question 4: Does the PANYNJ require the separators to be refilled with water after cleaning by the contractor? Answer4: Yes.

Question 5: Which, if any, of the separators require Confined Space Entry? Answer 5: Refer to Part V-Specifications, Number 9, Appendix A, Roster of Routines and note that confined space entry is required for Equip Record #PST ..02 & PSW5..05.

This communication should be initialed by you and annexed to your bid upon submission.

ln case any bidder fails to conform to these instructions, its bid will nevertheless be construed as though this communication had been so physically annexed and initialed.

PROCUREMENT SERVICES DNISION

THE PORT AUTHORITY OF NY & NJ

LARRY WAXMAN, MANAGER TECHNOLOGY AND OPERERATIONAL

BIDDER'S FIRM NAME:-------------

INITIALED: ____________________ ~

DATE'-----------------------~

QUESTIONS CONCERNING THIS ADDENDUM MAY BE ADDRESSED TOT. J. STORCH, WHO CAN BE REACHED AT (212) 435-3936 or at tstoreh@panynj.gov.

PSIIAII Page2 of2

Pricing Sheet - ESTIMATED THREE 13} YEAR ROlITINE WORK

Item of Work (Description)

Clean out 6'x 12 • 2000 · Gallon Oil/Water : Separator and ' ~sure Wash the · Interior. Recycle • WasteOil/Slud e ; Clean out 3'x5' Pits , and J'r<ssur,: Wash : the Interior. Recycle i Waste Oil/Sludge

Est.# of

Units

s

.. ··---- - -- -------·-~-~··----- -Est. All lndusi•e Estimated

Three (3) Unit Price Three (3) Year YearTotal · Visits

6 s 2.,800 =

6 = ~l,600 :_.

ESTIMATED THREE (3) YEAR ROUflNE WO '7~,000

PAllT IV -5 PAllT IV - SIGNATURE SHEET, NAME AND RESIDENCE OF PRINCIPALS SHEET AND PRICING SIIEET(S) .

/tg"(I~ I/XJ?l-2..11

Y.i,:>~.)Q ~ '/tJ/ -PORI AlffllORlff OF NY & NJ ~S .. 7JCT-o l·: ·i .- ~'.'

PROCUREMENT DEPARTMENT ONE MADISON A VENUE, 7TH FL.

NEW YORK, NY 10010

INVITATION FOR BID/PUBLIC BID. OPENING.

TITLE: OIL TANK CLEANING, USED OIL RECYCLING, TRANSPORTATION AND DISPOSAL SERVICES, PORT AUTHORITY TRANS HUDSON COR:fORA TION (PATH), PORT AUfHORITY O~ NY AND NJ

BID NO.: 22464

SUBMrrsu•,m RIDS IEJiQBI DfiPJli QAIE AND TIME TO Ill M9VE APPBW WHERE DRX 'WILL IE ,ypug.v OPENED MU>READ

BJD DUE DATE: SITEVISIT: QUESTIONS DUE DATE

October 14,lOU) September 28, lQl U OcW>er 1, 1110

TIME: TIME: TIME:

11:00AM 10:0DAM 4:GOPM

BUYER NAME: T. J. STORCH PHONE NO.: (212) 435-3936 FAX#: EMAIL:

(212) 435-3959 tstorch@panyni.gov

BIDDER INFORMATION_ (To ucoMPL1no sY TUE Bm»1s1

Rus,ell Reid Waste Maulin& and Disposal Sel'\'ice Co., Inc.

700 Smith Street

(PL§ASfi PRJN1) . .

f.O. 13ox 130 (NAME OF BIDDING ENTITY) Keubcy. NJ G&SJ2

(ADDRESS)

David J. Dam (CITY, STATI AND ZIP CODE) . EJCGVYY& '\/ice President

I I I' ~ .. ill' l:.I~ • ~·\

(FEDERAL TAX I.D. NO.) (FAX NO.)

A BUSINESS CORPORATION __ PARTNERSHIP __ INDMDUAL

__ OTRER(SPEOFY): _______________ _

SUBMIT SW,•=1nrs111tat1::.1 ;B&1°Yl;Apl>Rffli

~v. 0')'()7120Ul

INVITATION FOR BID

o COVER PAGE: BID AND BIDDER INFORMATION

o PART! - STANDARDINFORMATIONFORBIDDERS

o PART II - CONTRACT SPECIFIC INFORMATION FOR BIDDERS

o PART III - CONTRACT SPECIFIC TERMS AND CONDffiONS

o PART N - SIGNATURE SHEET, NAME AND RESIDENCE OF PRINCIPALS AND PRICING SHEET(S)

' o PARTY - SPECIFICATIONS

o STANDARD CONTRACT TERMS AND CONDIDONS

TABLE OF CONTENTS PARTI-STANDARDINFORMATIONFORBIDDERS

PARTl·l Rev.3119110 (PATH)

PART I -STANDARD INFORMATION FOR BIDDERS, TABLE OF CONTENTS

1. General Information: The Port Authority of New York and New Jersey ............... 3 2. Fonn and Submission of Bid .................................................................................. 3 J. Vendor Profile ......................................................................................................... 4 4. Acknowledg,nent of Addenda ........................................••...................................... 4 5. Finn Offer ........................•.••.........................•.•..........•...........•................................ 4 6. Acceptance or Rejection of Bids ............................................................................. 5 7. Bidder's Questions .... .-.. ~ .......................................................................................... 5 8. Additional Infonnation To and From Bidders ........................................................ 5 9. Union Jurisdiction ................................................................................................... 5 l 0. Assessment of Bid Requirements ...............•.•.•....................................................... 5 11. Bidder's Prerequisites ...................................•.••........................•..........•.................. 6 12. Qualification Infonnation ..............................................•..............•...•..•.................. 6 13. Faeility Inspeetion ................••..........................................................••.................•... 8 14. Available Doeum- - General ......•..................................•..............•.................•... 8 15. Pre-award Meeting .................................................................•..........•..•••••..•........•.. 8 16. Price Preference .....•..••..........•......•....••....•.•...•.........••.................•............................ 8 17. Good Faith Participation ............•.......................•.....................•................••............ 8 18. Certification oflleoyclcd Materials .......................................................................• 9 19. City Payroll Tax ....................................................•........................••..................... l O 20. Additional Bidder Information ..............................................................•.............. 10 ATIACHMENT l·A • Certified Environmentally Preferable Products/Practi<es ....... 11

TABLE OF CONTENTS PARTJ-2 PART I-STANDARD INFORMATION FOR BIDDERS Rn. 3/12/10 (PAffl)

PART I -STANDARD INFORMATION FOR BIDDERS

1. General l•fonnation: The Pert Authority of New York ••d New Jeney

The Pon Authority of New Y orl< and New Jersey (the "Pon Authority' or the "Authority") is an agency of the States of New York and New Jersey, created and existing by virtue of the Compact of April 30, 1921, made by and botweeo the two States, and thereafter COlliellted to by the CongI<SS of the United States. It is charged with providing transponation, terminal and other facilities of trade and commerce within the Pon District. The Pon District comprises and area of about 1,500 SQUlllC

miles in both States., centering about New York Harbor. The Port District includes the Cities of New York and Yonkers in New Yolk State, and the cities of Newark, Jersey City, Bayonne, Hoboken and Elizabeth in the State of New Jersey,,and over 200 other municipalities, including all or part of seventeen counties, in the two States. The Port Authority manages and/or operates all of the region's major commercial ai,ports (Newad< Liberty lntcmalional, John F. Kennedy International, Teternoro, LaGuardia and Stewart lntcmalional Aitports), marine terminals in both New Jersey and New Yorl< (Pon Newark and Elizabeth, Howland Hook and Brooklyn Piers): and its interstate tunnels and bridges (the Lincoln and Holland TUIDlels; the George Washington. Bayonne, and Goethals Bridges: and the Outeibridge Crossing), whieb are vital "Gateways to the Nation."

In addition, the Pon AU!hority operate, the Port Authority Bus Tmninal in Manhattan, the largest facility of its kind in the world, and the George W asbington Bridge and Joumal Sqw,n, Tnnsportation Center bus stations. A key link in intcmate commuter travel, the Pon Authority also operates the Pon Authority Trans­Hudaon Coq,ollllion (PA TH), a n,pid rail transit system linking Newark, and the Jersey City and Hoboken waterfronts, with midtown and downtown Manhattan. A number of olh« key properties are managed by the agency im;luding bnt not limited to a large satellite communications tacility (the Teleport) in Staten Island, and a resource recovery co-geoeration plant in Newark. Prior to September 11, 2001, the Port Authority's beedquarters wero located in the World Tlade Center, and that oomplex is still owned and being partially n:developed by the Authority.

2. Form aad Submissiol:I of Bid

The Bidder shall - carefully every provisioo of this document. provide all the infonnation n:quired, and sign and return one entire copy to the Pon Authority in accordance with the instructions on the Cover Sheet and Part D - Contract Specific Information for Bidder.,. The Bidder should retain one complete duplicate copy for its own use. The ''Signature Sheet" contained herein must be completed and signed by the Bidder. The Pricing Sheet(,) contained herein must also he completed. The bid shall be sealed in the enclosed self-addressed envelope conspicuously marked with the Biddel's name, addross, and Vendor Number, if available. In addition, the outside of the package must clearly state the Bid title, the Bid Collective Nwnber and the Bid Due Date. Failure to proper1y label submissions may cause a delay in identification. misdirection or disqualification of the submissions. In submitting this

PART I- STANDARD INFORMATION FOR BIDDERS PARTI-3 Rev. 311'111 (PATH)

-----~----------· ··---------

bid. the Bidder offers to assume the obligations and liabilities imposed upon it herein and expressly makes the repnsentations and warranties required in this document.

All Bids must be received by the bid custodian on or before the due date and time specified on the cover page, at which time they will be publicly opened and read. Bids are only accepted Mondsy through Friday, excluding Port Authority holidays, between the hours of 8:00 a.m. and 5:00 p.m., via (l) regular mail, (2) express delivery service (e.g. UPS), or (3) band delivery. If your bid is 10 be band-delivered by menenge, or you are planning to attend the furmal bid opening. please note that only individuals with valid pbo10 identification will be permitted access to the Authority's offices. Individuals without valid idectification shall be turned away and their packages not accepted. Bids that an, not received by the bid custodian by the scheduled bid opening date will be considered late.

3. Vendor Pn>file

To ensure maximum opportwtities, it is vitally important that Bidders keep their vendor profiles up to date with an appropriate e-mail address, as this will enable their firm to receive timely notice of advertisements, reminders, solicitations and addenda. Bidders may update their vendor profile or register as a Port Authority Y endor by accessing the online registration system at https://panynjprocure.comN enLogon.asp.

4. Acknowledgment of Addenda

If any Addenda are posted or sent aa part of this Bid, the Bidder shall complete, sign and include with its Bid the addenda li>tm(s). ln the event any Bidder fails to conli>tm lO these instructions, its Bid will nevertheless be comtrucd as though the Addenda had been acknowledged.

If the Bidder downloaded Ibis solicitation documon~ it is the responsibility of the Bidder to periodically check the Port Authority website at http://www.panynj.gov/business-opportunities/bid-proposal-advertisemonts.hbnl and download any addenda that might have been issued in COllJlection with this solicitation.

S. Firm Offer

The Bidder offers to provide the Port Authnrity Trans-Hudson Corporation C'P ATH") the services and to perform all W orlc in cormection therewith required under this Contract, an as specified by the terms and conditions of the Contract, based on the Pricing Sheets provided hc:reln. As used herein, the tC!Tll "Port Authority" shall mean tbie Port Authority of New Yark and New Jersey acting on behalf of PATii.

EXCEPTIONS TAKEN OR CONDfflONS IMPOSED BY A BIDDER TO ANY PORTION OF THE CONTRACT DOCUMENTS WILL RESULT IN REJECTION OF TIIE BID.

PARTI-STANDARDINFORMATIONFOR.BWDERS PARTl~4 Rev. 3/19/lO(PATH)

6. Acceptance or Rejection of Bids

The acceptance of a bid will be by a written notice signed by an authorized n,presontative on bebalf of the Authority. No other act of the Port Authority, its Commissioners, oftfocrs, agents or employees shall constitute acceptance of a bid. The Port Authority reserves the unqualified right, in its sole and absolute discretion, to reject any or all bids or to accept any bid. which io its judgment will best serve the public interest and to waive defects in any bid. No rights accrue to any Bidder unless and until its bid is accepted.

7. Bidder's Quesdom

Any questions by prospective Bidders concerning the Work to be performed or the terms and conditions of the Conua<t may be addressed to the Contncls Specialist listed on the Cover Sheet of this document. The Contracts Specialist is only authorized to direct the attention of prospective Bidden lo the portioos of the Contract. No employee of the Port Authority js authorized to interpret any portion of the Contract or to give infonoation in addition to that contained in the Contract Wben Conttact inteq,Rtation or additional information as to the Contoict requirements is deeraed necessary by the Port Aatbority, it will be CODDDunicated to ail Bidden by wriltell addends issued under the name of the Manager, Purchasing Services Divisioo of the Port Authority and may be posted oo the Port Authority website. Addeoda shall be considered part of the ConttacL

8. Addidooal la formation To and From Bidden

Should the Authority require additional information from the Bidder in connection with its bid, such information shall be submitted within the time li:ame specified by the Port Authority.

If the Bidder is a cotporation, a statement of the names and residences of its officers should be submitted on the Name and Residence of Priocipals Sheet, direcdy followicg the Signatn,,: Sheet.

9. Uaioa Jurisdiction

AU prospective Bidders are advised to ascertain whether any union now represented or not represented at the Facility will claim jurisdiction over any aspect of the operations to be perfonned hereunder and their attention is directed to the paragraph entitled ''Harmony" in the Standanl Contract Terms and Conditions.

10. Assessment of Bid Requirements

The Bidder should carefully examine and study the entire contents of these bid documents and shall make its own determinations as to the services and materials to be supplied and ail other lllings required to be done by the Conttactor.

PART 1- STANDAllD INFORMADON FOR BIDDERS PARTl·S Rev, 3JJ9110(1'A111)

11. Bidder's Prerequisites

Only Bidden who can comply with the prerequisites specified in Part D hereof at the time of the submission of its bid shou1d submit bids, as only bids submitted by such Bidders will be considered. By furnishing this document to the Bidder, the Pon Authority has not made a determination that the Bidder has met 1he prerequisites or has otherwise been deemed qualified to perfonn the services. A determination that a Bidder has met the prerequisites is no assurance that it will be deemed qualified in c:onnection with other bid requimnents included herein.

12. Q•aliflcation Information

Toe Port Authority may give oral or written notice to the Bidder to furnish the Port Authority with infonnation and to meet with designated representatives of the Port Authority relating to the Bidder's qualifications and ability to fulfill the Contractor's obligations lu:reundcr. The requested information shall be submitted no later than thn,e (3) days after said notice unless otheiwise indicated. Matten upon which the Port Authority may inquire may include, but not be limited to, the following:

a. The Bidder may be requited to demonstrate that it is financially eapable of performing this Contract, and lhe dctennination of the Bidder's financial qualificatious will be made by the Pon Authority in its sole dis<telion. The Bidder shall submit such fiu;mcial and other n:levant information as may be required by the Port Authority fiom time to time including. but not 1itnited to, the fullowing:

1. (i) Certified financial statements, including applicable notes, reflecting the Bidder's~ liabilities, net worth, JeVertUe$, expenses, profit or Joss and cash flow for the most recent calendar year or the Bidder's most recent fiscal year.

(ii) Where the certified financial statements set forth in (i) above are no1 availab)e, then either reviewed or compiled statements from an independent accowitant setting forth the aforementioned jnfonnation shall be provided.

(iii) When, neither c:enified financial statements nor financial statements from an independent accountant are available, as set forth in (i) and (ii) above, then financial statements containing such information prepared din:ctly by the Bidder may be submitted; such financial ststements, however, must be accompanied by a signed copy of the Bidder's most recent Federal income tax retwn and a statement in writing from the Bidder, signed by an executive officer or their authorized dcsignce, that such statements accurately reflect the present financial condition of the Bidder.

Where the ststemeuts submitted pursuant to subparagraphs (i), (ii) or (iii) an: dated prior to fony-five (4S) days befon: the bid opening, then the Bidder shall submit a statement in writing, signed by an executive officer of the Bidder or

PAR.TI-STANDARD INFORMATION FOR BIDDERS PARTle6 Rev, 3119/10 (PATH)

their designee, that the present financial ooodition of the Bidder is at least as good as that shown on the statements submitted. 2. Bidder's statement ofwurlc on hand, including any wurlc on which a bid

bas been submitted, containing a description oftb.e work, the annual dollar value, the location by city and state, the c:ummt pen:enlage of completion, the expected date for completion, and the name of an UKtividual most familiar with the Bidder's work. on these jobs.

3. The name and addn:ss of the Bidder~ banking institution, chief banking representative hsndling the Bidder's account, the Bidder's Federal Bmployer Jdenlifu:ation Number (i.e., the number assigned to firms by the Federal Govcmment for tax purpoeea), the Bidder's DIBl and Bradstreet number, if any, the name of any other credit service to which the Bidder has fumisbed infunnarion, and the number, if any, assisned by such scrvit:e to 1he Bidder's act:ounl

b. Information relating to the Bidder's Prerequisites, if any, as set forth in this document.

c. If the Bidder is a colpOration: (I) a copy of its Certificate of Incorporation and, if applicable, all Amendments then:w with a written declaration sisned by the S..:n,t:uy of the Corporation with the co,porate seal affixed theJoto, stating that the copy furnished is a true copy of the Certificate of Incorporation and aoy such Amendments as of the dale of the opeaing of the bid and (2) if the Bidder is not incorporated under the laws of the stale in which the servi.t:e is to be perionned, a certificate from the Secn,tary of State of llllid state evidenoing the Bidder's legal qualifieation to do business in that state.

d. A statement setting forth the names ofthoae personnel to be in overall charge of the service and those who would be exclusivdy assigned to mpervise the service and their specific roles therein. setting forth as to each the number of years of experience and in which functions and capacities each would serve.

e. Information to supplement any statement submitted in accordance with the Standard Contraot Terms and Conditions entitled "Cootractor's lntogrity Provisions."

f. 1n the event that the Bidder's performance on a cmm1t or past Port Authority or PA TH contract or contracts has been rated Jess than satisfactory, the Manager, Purchasing Services Division, may give oral or written notice to the Bidder to furnish infonnation demonstraling to the satis&ction of such Manager that, notwithstanding such I1IU1I& suoh performance was in fact satisfactory or that the circumstances which gave rise to such unsatisfilctocy rating have changed or will not apply to performance of this Contract, and that such perfonnance will be satisfactory.

g. The Bidder recognizes that it may be required to demonstrate to the satisfaction of the Port Authority and PATii that it in fact cm perform the services as called fol in 1his Contract and that it may be required to substantiate

PAR.T 1- STANDARD INFORMATION FOR BIDDERS PART1·1 Rt:v. 3/lWll (PA111}

the warranties and representations set forth herein and the statements and assurances it may be required to give.

Neither the giving of any of the aforesaid notices to a Bidder, the submission of materials by a Bidder, any moeting which lhe Bidder may have with the Port Authorily, nor anything stated by the Port Autborily and/or PA TI! in any such meeting shall be construed or alleged to be construed as an acceptance of said Bidder's bid. Nothing stated in any such meetiug shall be deemed to release any Bidder from its offer as contained in the bid.

13. Fadllty laspecdoo

Details regarding the Facility inspection for all parties interested in submitting a bid are stipulated m Part II hereof. AU Biddors must present company ideotilicalioo and photo identification for access to the Facility.

14. Available l>ocameats ~ General

Certain documents, listed m Part II hen,of, wiU be made available lor n:fenmce and examinatioo by Bidders ei1ber at the Facility Jnspectioo, or during n:gular business hours. Amlngcmcnts to ,mew these documents at a time other than the Facility lnspcctioo may be made by contaeting 1be porsoo listed in Part II as 1be coo1act for tbe Facility Inspection.

These documents wore not pn:pan:d lor the purpoao of providing infuonatioo for Bidders upon this Contract but they were prepan,d for other purposes, such as for other contracts or for design purposes for this or other contracts, and they do not fonn a part of this Contnct. PATii makes no,q,resenlation or goanmtee as to, and shall not be responSJ.1>le for, their accuracy, completme&S or pertinence, and, in addition, shall not be responsible for tho inferences or conclusions to be drawn there from.

15. Pre-award Meetiag

The lowest qualified Bidder may be called for a pre.award meeting prior to award of the contract

16. Price Preference

A price preference may be available for Minority/Women Business Enterprises (M/WBEs) or Small Buamess Enterprises (SBEs) as set forth m the Standard Contract Terms and Conditions.

17. Good FaHb Partidpation

The Contractor shall use every good-faith effort to provide for meaningful partidpaticn by certified Minority Business Enterprises (MBEs) and certified

FAR'fl - STANDARD INFORMATION FOR BIDDERS PARTl-8 Rev. 3/1911& (PATH)

Women-owned Business Enterprises (WBEs) as defined in the Standard Contract Terms and Conditions, in all pun:hasing. subcontracting and ancilla,y service opportunities associated with 1his Contract, inc1uding purchase of equipment, supplies and labor services.

Good Fai1h efforts to include participation by MBEs/WBEs shall include the following:

a. Dividing the services and materials to be procured into small portions, where feasible.

b. Oiving reasonable advance notice of specific contracting. subcontracting and purchasing opportunities to such MBBs/WBEs as may be app,opriate.

c. Soliciting services and material~ to be procured, from the Directory of MBEs/WB~ a copy of which can be obtained by conlacting the Pm! Authority's Offu:eofBusiness and Job Opportunity (OBJO) at (212) 435-7819 or seeking MB&IWBE.s from other sources.

d. Ensuring that provision is made to provide progn,ss payments to MBEs/WBBs on a timely basis.

18. Certir1C&tion or lleeyded Materials

Bidders are requested to submit. with their bid, a written certification eotitled "Certified Environmentally Preferable Products I Practices" attached b- as "Attachment l·A", attesting that the products OT items otren,d by the Bidder contain the minimum percentage of post-consumer recovered matoria1 in acooidanoe with the most recent goidelines iasued by the United States Envinmmental Prolection Agency (EPA), or, for commodities not so covered, the minimmn percentage of post· c:onsumcr =vem! materials established by other applicable regulatory agencies. Thc: data submitted bY the Bidder in Attaclunent I-A is being solicited for iDformational puq,oses only.

Recycliag Defmitloas:

For puipoaea of this solicitatioo, the following definitions sbsll apply:

a. Recovered Material' sball be defined as any waste material OT by-product that has been recovered or diverted from solid waste, excluding those materials and by-producls generated from, and commonly roused within. an original manufacturing proooss.

b. "Post-consumer Material." shalt be defined as any material or finished product that bas served its intended use and bas been discarded for disposal or recovery having completed its life as a consumer item. "Post-consumer material" is included in the broader category of•'Recovered Mat.erial".

c. "Pre-consumer Material" sbsll be defined as any material or by-product generated after the manufacture of a product but before the product reaches the

PART I- STANDARD INFORMATION FOR BIDDERS PARTI.9 ReY. 3/19110 (PATH)

consumu, such as damaged or obsolete products. Pre-consumer Material does not include mill and manufacturing trim, sc,ap, or broken material that is generated at a manufacturing site and commonly reusod on-site in the same or another manufacturing process.

d. "Recycled Product" shall be defined as a product that contains the highest amount of post-consumer material practicable,. or wheD post-conswner materiaJ is impracticable for a specific type of product, contains substantial amounts of Pre-consumer Material.

e. "Recyclable Product' shall be defined as the ability of a product and its packaging to be reused, reconditioned for use, or recycled through existing recycling collection programs.

f. "Waste Reducing Product' shall be defined u any product that wiU result in 1 ... waste generated due to its use rather than another product designed to serve the same function with an greater waste generation rate. This shall include, but not be limited to, those products that can be reused, refilled or have a longer life expectancy and contain a lesser amount of toxic constituents.

19. City Payroll Tax

Bidders should be aware oftbe payroll tax impoaed by the:

a. City ofNewmk, New Jersey for services performed in Newark, New Jersey;

b. City of New Yorlc, New York for servicca pcrfunned in New York, New York; and

c. City of Yonkers, New York for scrvicc:s performed in Yonkers, New York.

These taxes, if applicable, are the sole responsibility of the Contractor. Bidders should consult their tax advisors as to the effect, if any, of these taxes. The Port Authority provides this notice fi>r informational purposes only and is not responsible for either the imposition or administration of such taxes. The Port Authority ex,mption set forth in the Paragraph bcadetl ''Sales or Compensating Use Taxes'', in the Standard Contract Terms and Conditions included herein, does not apply to these taxes.

20. AddllioHI Bidder lofonru,lion

Prospective Bidders arc advised that additional vendor infonnation, including but not limited to, forms, docwnents and other information. including protest procedures. may be found on the Port Authority website at:_http~/www.panynj.gov/business­oppcrtwritieslbecome-vendor.html

PART I - STANDARD INFORMATION FOR BIDDERS PARTl-10 Rev. 3/l!lnO (PATH}

AITACHMENT 1-A - Certified Eo.tronmeatally Preferable Pradac151Pn<tices

Bidder Name: Rus~ell Reid Waste Hauli"L. /p '- /0 MUI Bisr,esel Ser.ice €6., I-Mf.'c: _ _,~_:_··_..,__-.,;::_~---

In line with 1lle POii A. .. tt,~P1il':t:Siree~ rnotc --.._,....., and · 'Which reduce our impact on the . .......,,,,., !38,'f!IO ""' ~- - . .

envDOmncnt and humim kwl\.e¥,~~ 1o provide infonnation regardillg their envttonDlCJltally prc&:rable/Slllllainable business pradica as they rel= to Ibis com:rac:t wherever possible.· Bidders are requested to complete Ibis form and submit it with their response, if appropriate. Bidders an: RqaeSted to submit appropriate docwncntation lo support lhe items for which the Biddet iDdx:ata a "Y cs" and preselll lhis docwnmtaliOn, in lhe proper sequancc of this Attacbment.

L Packaging Has the Bldder implemented any of the i>Jlowing cnvirontDental initiatives? (A chrd:nwt. illdicams .. yes"} __ Use of corrupted materials tblt exceed the required miaialllm EPA ttq,nppepdc;d post~ recycled '°- Use or oOJer pecbfP'IB materials t:Ja1 coatam recycled coote:nt and are m::)'l:lablc in DlOlll Joc::al progranis

Pmmotcs waste prevention and amirce rewction by reducing the extent of the paebBUII aadlm- offering pacbJin& ab-back services, or shipping cartoa rtbttD Reduces or eliminates materials which la~ been bleached with chlorine ar cbl~ derivatives Eliminates any packaging that may CONam polyvinyl cbloridc (PVC), or polystyrene or 'heavy D1C1tals.

If Yes. • delcrlption of the practkea beiD& followed sltollld be ind1lde witb lbe aabmihlGL

2. Busineas Pncticcs I Opcn1ioDs I Mamifacturi!lg Docs the Biddm- enpge ill pndicea that 1trve to reduce or rn;..;,,,i= an impact to the cuviroamcDt. including, but not DCCCISlrily ~ lo, the following items? (A dxt:buuk indicates "'Yes")

Rocyclci tnaterials in 1be warehouse or other operatimls Uae of abemativc fuel vehicles or vehicles equipped with dicse1 emission control devices fo1 delivery ur nnsportatimt purposes Use of energy efficient oflicc equipment or signagc or 1he ilK:orpO!alion of green building lkiign elcmcnts Use ofTCIC)'l:led paper (that meet& federal spccificadom:) in their marketing andlorresoom: malerills Other sustamable initiative

H yes, • desaiptioa of the pndtces beiag reJlewed: dlollld be bu:luded wlth the iJDllmhlkm.

3. Tnininc md Education Dot1 the Bidder coaducl/offcr a pnlBlillll to train or mfonn custom and employees oftbc environmental benefits of the pmd.UCU to be offeml under this contnct, tndfor does the Bidclet conduct cmiromnmtal training of Us own staff?

O Yea: /i(No If Y=, Bidder shall atrath a description of1hc 1Plining offered and the specific. ~bythelnining. .

4. Cenilioatioll8 Has tie Bidder or any of its manufaclurers aniYor subc<mlractOzS obtained any or the following pJOduce I industry certifications? (A cbeckrnar\ iDdicms "Yaj

ISO 14000 or adopted some other equivalent cnvi:ronmentll maoagemem system Other industry envirommntal 111ndanis (whee appllcablc), such as the CERES principles, LEED Certification, C2C Prot«xtl, Respomi.blc Can: Codes of Practice or olbc:I" similar s.tandards

1binl Party ptOdw::t CC1'1i6eatiom such as Orem Seal, Scientific Certification Systems, Smartwood, etc.

Date

PARTJ-11 Rev. 3119110 (PATii)

PARTII-CONTRACTSPECIFICINFORMATIONFORBIDDERS, TABLE OF CONTENTS

I. Service(s)Required ................................................................................................. 2 2. l.ocation(s) Services Required ................................................................................ 2 3. Expected Date of Commencement of Contract ...................................................... 2 4. Contract Type .......................................................................................................... 2 5. Duration of Contract ............................................................................................... 2 6. Price AdjUSlmenl during Base Term (Index Based) ............................................... 2 7. Option Period(s) ...................................................................................................... 2 8. Price Adjustment during Option Period( s) (Index Based) ...................................... 2 9. Extension Period ..................................................................................................... 2 IO. Facility Inspection ................................................................................................... 2 11. Specific Bidder's Prerequisites ............................................................................... 3 12. Available Documents .............................................................................................. 3

PART ll-CONTRA.CT SPECIFIC INFORMATION FOR BIDDERS PARTll-1 Rev. 2/12/10 (PA/PATH)

PART II -CONTRACT SPECIFIC INFORMATION FOR BIDDERS

The following information may be referred to in other parts hereof, or further detailed in other parts hereof, if applicable.

1. Service(s) Required

Provide all equipment, labor, materials to perform oil tank cleanjng, used oil transportation and recycling,or disposal services.

2. Loeation(•) Services Requind

Harrison Car Maintenance Facility, Harrison, New Jersey, as more fully describOO in the definition of"Facility" in Part V ~ Specifications.

3. Expected Date of CollllllellCelllet of Contract On or about Jamwy I, 2011.

4. Contract Type

Unit price.

s. Duration of Cutraet A base period of three (3) Years expiring on or about December 31, 2013.

fi. Price Adjastmeat during Base Term {lndn Based)

Not Appli<able

7. Option Period(s}

There ,ball beup to ODO(!}, tbn:e (3) year Option Period.

8. Price Adjulmellt daring Optiou Period(s) {lncle1 Based) Price adjustmwt during the Option Period shal1 be pursuant to the clause entitled ''Priee Adjustment" iu Part ID h""'°f.

9. Ex.tension Period

Applicable - 120-days.

I 0. Facility luspectiou

Date aad Time: September 28, 2010 at J 0:00 am. Interested parti~ should meet at the Ha"ison Car Maintenance Facility, Foot of Cape May Road, Building Maintenance Office, Harrison, NJ 07029.

Please contact DCIUse DeFilippis at 973-350- 3989 or ddefilip@panynj.gov to confum attendance and/or receive travel directions.

PARTil- CONTRACT SPl:CIFIC INFORMATION FOR BIDDERS PARTD~2 Rev.l/12/10 (PA/PATH)

11. Specific Bidder's Pren,qaisites

Proof that the preregµjsites below are met should be submitted wjth the bid.

a. The Bidder shall have bad at leaat 1hreo (3) yeu(s) of co,itinuous eocperience immediately prior to the date of submission of its bid in the management and operation of an oil tank cleaning and used oil transportation and disposal business and during that time shall have actually engaged in providing said or such services to commercial or industrial ac,xnmts under c:ontraet. 'The Bidder may fulfill this prerequisite if 1he Bidder can demonstrate to the satisfaction of the Port Aulhority that at least one of the pm=rnr entitiea owning and controlling the Bidder has bad a continuous total of at leaat three (3) yean of eocperiencc immediately prior to the dato of the submission of its bid in the management and operation of a business actually engaged in providing these services to commercial or indu.stria1 accounts under contract during that time. or have owned and controlled other entities which have actually engaged in providiug the above deacribed servicea during that time period.

b. During the time period stated in (a) above, the Bidder, or penons or entities owning and conb'olling the Bidder, shall have satisfaotmily performed or be performing wdcr at least one (1) contract(•) requiring similar services of similar scope to those required under this Contract without any incident or material safety issues. {}°'-· c. The Bidder shall have at the time of the submission ofits bid a license (A~901) as ,i;)D \.\, defined in N.l.A.C. 7:26-1.62, and have filed a Disclosure Statement in V t,, accordance withNJ.A.C. 7:26-1.63 and have obtained a Certificate of Public :() Convenience and Necessity in accordance withN.J.A.C. 7:26-l.6(a). Both the~ rO 901 liccnse and the Certificate of Public Convenience and Necessity must be v ~ successfully maintained during the contract period and any option period or extension if exercised. Queatioos about these requirements can be addressed to the NJ Dept. of Environmental Protection (NJDEP) Licensing and Permit Unit at (609)-292-7081 or the web site of the NJDEP Licensing and Ponnit Unit www.nj.gov/depldshwlhwr/regislic:llru.lrtm.

Proof that the above prerequisites are met should be submitted with the bid.

12. Available Documents The following documents will be made available for reference and examination at the site inspection:

Removal and Disposal ofWasto Oil at PATH C-ContractNumber 4600006920. Incumbent: Creatner Environmental, Inc.

PART II -CONTRACT SPECIFIC INFORMATION FOR. BIDDERS PARTII·3 Rev.1112110 (PA/PATH)

PART Ill- CONTRACT SPECIFIC TERMS AND CONDmONS, TABLE OFCONTENfS

1. General Agreemenl ......................................................•............•.........•............... 2 2. Duration .............................................................................................................. 2 3. Payment .............................................................................................................. 3 4. Price Adjustment ................................................................................................. 4 5. Liquidated Damages ......................................................................................... 5 6. Insurance Provided by !be Contractor ................................................................. 6 7. Increase and Decrease in Areas or Frequencies .................................................. g 8. Extra Wod< .......................................................................................................... 9

TABU OF CONTENTS PART W- CON1RACT SPECIF.IC TERMS AND CONDIDONS PARTm-1

Rev. 2112110 (PATH)

PART III -CONTRACT SPECIFIC TERMS AND CONDITIONS

1. General Agreement

Subject to all of the terms and conditions of this Contract. the undersigned (hereinafter called the ''Conllllcto() hereby offers and agrees to provide all the necessary supervision, per,oaneI, equipment, materials and all other things oece<sary to pononn the Worlt n:quiml by thio Cootract as specified in Part Il, and fully set forth in the Specifications, at the looation(s) listed in Part Il, and fully set forth in the Specifications, and do all other things necessary or proper therefore or incidental thereto, all in strict accordance with the provisions of the Contract Documents and any future changes therein; and the Contractor further agn,es to aasume and perform all other duties and obligations imposed upon it by this Contract.

ln addition, all things not expressly mentioned in the Specifications but involved in the carrying out of their intent and in the complete and proper ex:ecution of the matters referred to in and required by this Contract arc required by the Specifications, and the Conllllctor shall perform the same as though they were specifically dolineated, described and montiooed therein.

2. Duration a) The initial term ofthia Contract (ltminaftcr called the "Base Term") shall

commence on or about the date specified in Part Il hereo~ on the specific date set forth in the Port Authority's written notice ofbid acceptance (hereinafter called the "Commcncemeot Date"), and unless otherwise tenninated, revoked or extended in accordance with the provisions hereof, shall expire as specified in Part lI hereof, (hereinafter called the ''Expiration Date').

b) If specified as applwable to this Contract aod set forth in Part Il hereof, the Port Authority shall have the right to extend this Contract for additional period(s) (ltereinaller refem:d to as the "Option Period(s)") following the Expiration Date, upon the same terms and conditiQnS subj i,ct only to adjustments of charges, if applicable to this Contnct, as may be hereinafter provided in the paragraph entitled "'Price Adjustments". If the Port Authority shall elect to exercise the Optiou(s) to exteod this Contract, theo, no 1-than thirty (30) days prior to the Expiration Date, the Port Authority shall send a notice that it is extending the Base Tenn of this Contract, and this Contract shall thereupon be extended for the applicable Option Period. If the Contract provides for more than one Option Period, the same procedure shaU apply with regard to extending the term of this Contract for succeeding Option Periods.

c) Unless specified as 001 applicable to lhis Contract in Part Il hereot the Port Authority shall have the absolute right to extend lhe Base Tenn for an additional period of up to one hundred aod twenty (120) days subsequent to the Expiration Date oflhe Base Tenn, or the Expiration Date of the final exercised Option Period (hereinafter called the "E,<tcnsion Period'), subject to the same terms and conditions as the previous contract period. The prices quoted by the Contractot

PART ID- CONTRACT SPECD'JC TERMS AND CONDITIONS PARTW-2 Rev, l/12110 (PATH)

for the previous contract period shall remain in effect during this Extension Period without adjustment. !fit so elects to extend this Contract, the Port Authority will advise the Contractor, in writing, that the tenn is so extended, and stipulate the leugth of the extended term, at least thirty (30) days prior to tho expiration date of the previous contract period.

3. Payment Sul!ject to the provisions of this Contraot. PA TI! ag,ees to pay to the Contractor and the Contractor agrees to accept from PA TI! as full and complde consideration for the perfonnance of all its obligations under this Contract and as sole compensation fur the WOik performed by the Contractor hereund'", a compensation calculated from the actual quantities of services performed and the respective prices inserted by the Contractor in the Pricing Sheet( s ), forming a part of this Contract, exclusive of compensation under the clause hereof entitled "Extra Work''. The manner of submis&ion of all bills for payment to the Contractor by PA TI! for Services rendered um.. this Coctract shall be subject to the approval oflbe SuperintendenliManagc:r in all respects, including, but not limited to, format, breal<down ofitems pn,,ented and vmfying rocords. All computations made by the Conuactor and all billing and billing procedures shall be done in conformance with the following procedUles:

a) Payment shall be made in accordance with the prices for the applicable service (during the applicable Contract year) aa they appear on the Pricing Sheet(s),as the same may be adjusted &om time to time, minus any deductions for services not pmormed and/or any liquidated damages to which the invoice may be subject am'or any adjustments as may be required punuant to incI<:aso5 and decreases in areas or frequencies, if applicable. AD Work must be complet<d within the time frames specified or as designated by the Superintendent/Manager.

b) The Coettaotor shall submitto the Superintendent!Managcr by the fifth day of each month following the mooth of commencement of this Contract and on or by the fillh day of each month thereafter (including the mocth following the termination. revocation or expiration of dlis Contract) a complete and correct invoice for the WOik pmformed dw-ing the preoeding roontb accompanied by such information as may be required by the Superintendenl!Mger for verification. The invoice must show the: Contractors Federal Tax Identification Nwnber. Payment will be made within thirty (30) days of PATH'• verification of the invoice.

c) No certificate:, payment, acceptance of any Work or any other act or omission of any representative of PA m shall operate to release the Contractor ftom any obligation under or upon this Contract, or to cstop PATii from showing at any time that such certificate. payment, acceptance. act or omission was incorrect or to preclude PA TI:I from recovering any monies paid in excess of those lawfully due and any damage sostained by PATii.

d) In the event an audit of received invoices should indicate that the correct sum due tho Contrnctor for the relevant billing period is less than the amount actually paid by PA TH. th, Contractor shall pay to PA TI! the difference promptly upon receipt of PATH's statement thereof. p A TH may, however, in its discretion elect

PART IB- CONTRACI' SPECIFIC TERMS AND CONDfflONS PARTm-3 Rev, 2/ll/10 (PATii)

to deduct said smn or sums from any subsequmt monthly payments payable to the Contractorhemmder.

"Final Payment", as the term is used throughout this Contract, shall mean the fma1 payment made for services rendered in the last month of the Base Term or extended term. However should this Contract be tenninatcd for any reason prior to the last month of the Base Tenn or extended term, lhen Final Payment shall be the payment made for services rendered in the month during which such termination becomes effective. The Contractor's acoq,tance of Final Payment shall act as a full and oomplote release to PA TH of all claims of and of all liability to tho Contraetor for all things done or fumished in connection wilh the Contract and for every act and neglect of PA TH and others relating to or arising out of the Contract. including claims arising out of breach of contract and daims based on claims of third persons. No payment, however, final or otbelwise shall operate to ~lease the Contractor from any obligations in carmcction with this Contract.

4. Price Adjustment Contract prices submitted by the Cootractor and agrocd to by The Port Authority shall be applicable to the three (3) yeam of the Base Tenn. For the Option Period(s) that are applicable to this Contract and are exercised hereunder, (excluding the 120 day Extensioo Period as descnbed in the paragraph entitled "Duration") The Port Authority shall adjust the compemation due to the Conlractor utilizing the Coosomer Price Index for aU Urban Consumets; Series Id: CUURAIOISAOU; Not Seasonally Adjusted; New York-Northern New Jersey-Long Island, NY-NJ_CT-PA area; all itmns less shelter; 1982· l 984= 100, published by the Bureau of Labor Statistics of the United States Department of Labor (hereinafter called the "Price Index").

The letm "Anniversary Dale" shall mean the date(s) of the first and each succeeding twelve·month anniversary of the Commencement Date of this Contract.

The term ••Annual Period" shall mean each and any twelve-month period hereafter commencing on the Commencement Date and on each Anoivcnary Date thereafter.

Effective on the :first day of each Option Period exercised (excluding the 120 day Extension Period) bereund1;J, the amounts payable shall be adjusted as follows:

For the Armual Period that is subject to adjusnnent, the Price Index shall be dctc:rmined for the months of the date that is eighteen (18) months prior to the Anniversary Date commencing the Annual Period to be adjusted, and the date that is six (6) months prior the Anniversary Date commencing the Annual Period to be adjusted. The amounts payable to the Contractor in the Annual Period preceding the Annual Period subject to adjustment. shall be multiplic:d by a fraction, the numerator of which is the Price Ind.ex for the month and year represented by the date which is six (6) months prior to the Anniversary Date commencing the Annual Period to be adjusted, and the denominator of which is the Price Index for the month and year represented by the date which is eighleen (18) months prior to the Annivenary Date commencing the Annual Period to be adjusted. The resulting product shall be the amowts payable to the Contractor in the Annual Period subject to adjustment.

PAKTm- CONTRACT SPECIF1CTERMSAND coNDmONS PARTW·4 Rev, 2112110 (PATH)

In the event of a change in the basis for the computation of the said Index or the diseontinua:nce of its publication. such other appropriate index shall be substituted as may be agreed upon by the Authority and the Contractor as properly reflecting changes in the va)ue of lhe current United States money in a manner similar to that established in the said Price Index. In the event of the failure of the jlOrties to so agree. the Port Authority may selec1 and use such index, as it seems appropriate. Notwi1hstanding the provisions of tlu5 section, in no event shall any adjustment hereunder, be greater than three (3%) per am,um.

The amounts payable to the Contr.w:tor for the 120-day Exteosion Period shall not be subject co adjustment

If, after an adjustment referred to in this Section the 1ndex used for computing such adjusbnent shall be changed or adjusted, then the amounts payable to the Contractor for that period shall be recomputed. If such recomputalion results in a smaller increase in the amount payable to such period, then after notification of the change 0<

adjusbnen~ the recomputod amounts shall be in effect and upon demand by the Port Authority ( or PA lll), the Contractor shall refund- to the Port Authority excess amooots theretofOl'O paid by lhe Port Authority for such.

5, Liquidated Damqes a) The Contractor's obligstions for the perfonnancc and completiou of the Work

within the time or times provided for in this Contract are of the essence of this Contract. In the event thst the Contractor fails to satisfactorily perform all OI' any part of the Work ""luired hereunder in accordance with the ""luirements set forth in the Specifications (as the same may be modified in accordance with provisioos set forth elsewhere herein) then, inasmuch as the damage and loss to PATii for such failure to perform includes items of loss whose amount will be incapable or very difJicuh of sccurate estimation, the damages for such failure to perform shall be liquidated as follows:

i. Failure to perform any servtoes ill tile Speclllcatioo: In the event thst during any monthly period the Contractor fmls to perfonn all or any part of the Services a.s specified in Contract Specificatiom as the same may, as hereinafter provided, be revised, satisfactorily or at the frequencies set forth herein, the compensation payable by PA TH to the Contraetor for said monthly period shall be n:duced by an amoont equal to the product obtained by mulliplying 200% of the charge per unit ofmeasOl'O for the applicable service for the item of wort the Contractor fails to perfonn or unsatisfactorily performs the operation.

ii. Failure to Respead to au Emergency: If the Contractor fails to ,espond and on aite to an emergency within four (4) hours of notification by PATH, then the am01D1t payable to the Contractor under this Contracc shall be reduced by SlSOper hour for each hour, or part thereof, past the response: time required hereunder that the Contractor fails to provide the required Service.

PARTW - CONTRACT Sl'ECIF'lC TERMS AND CONDmONS PARTffl-5 Rev, 2112110 (PA'IB)

iii. Failure to Provide Reqaired or lleqaested Information: -In the event that, for any reason, the Contractor fails to maintain or provide or have available when required or requested by PA TH or fails to submit any doc:mncntation, reports or recows as requin,d, the amount payable by PATH to the Con-tor he1cunder shall be reduced by an amount equal to $50 per day multiplied by the nmnbcr of days or fractions of days thereof the Contractor fails to maintain or provide any documentation, reports or records, said amount or amounts to be deducted from any sums due and owing ftom PATH to the Contmotorhereundcr as PATii shall determine from time to time in Jts sole discretion.

iv. Failare to Wear UniforntID: In the event that the Contractor's employee fails to comply with the unifonn and identification requirements as set furth herein, then 1bc amount payable hmeundcr shall be reduced by an amount equal to $50 per violation, multiplied by the number of days ormajor fiactiona tbcreofdlat the Conlractorcmployees fail to comply with the uniform and/or identification requirements.

v. Fall_are to Provide Approved Certificate oflasarance: lfthe c~ fails to provide the Manager with the approved - of insunmce no less than fiftcm (15) days prior to 1bc expiration date of eaclt policy as required hfflunder. thm the monthly installment payable hereunder shall be rcduocd by $1000.00 for eaclt day such certificates are past due.

b) The Superintendent/Man shall - whether the Contractor has pcrfu1D1ed in a aatisfactory manner and their detcrminatioo shall be final, binding and conclusive upon the Contractor.

c) Failure of the Superintendent/Manager or PATH to impose liquidated damages shall not be .i-.ed PATH acceptance of onsatisfactory perfOID1ancc or a faillD'O to perform on the part of the Contractor or a waiver of its remedies bei:cunder.

6. IDSllraace Provided by tllc Contractor The Coottactor shall take out, maintain, and pay the premiums on Commercial General Liability Insurance, including but not limited to premises-operations. products-<ompleted opcrati- and independent contractors coverage, with contractual liability language covering the obligations assumed by the Contractor under this Contract and, if vehicles are to be used to carryout the performance of this Conbact, tbeo the Contractor shall also take out, maintain, and pay the prcrniums on Automobile Liability Jnsuranee covering owned, non-owned, and hired autos in the following minimum limits:

Commercial General [ jphjlity Insurance - $ 2 million combined single limit per occurrence for bodily injwy and property damage liability.

Automobile Liability Insurance - $ 2 million combined single limit per accident for bodily injury and property damage liability.

PARTW-CONTR.ACl'SPECIJi'ICTERMSANDCONDfflONS PARTDI-6 Rev.2111/lO(PAffl)

In addition, the liability policy (ies) shall name "The Port Authority of NY & NJ and Pon Authority Trans Hudson Corporation (PATH) as additional insureds", meluding but not limited to premise-operations, produetS-<:Olllpleted ope1111ions on the Commetcial General Liability Policy. Moreover, the Coouneroial Genetal Liability Policy shall not contain any provisions for exclusions from liability other than provisioos for exclusion from liability forming part of the most up to date ISO form or its equivalent unendorsed Commercial General Liability Policy. The liability policy (ies) and certificate of insurance shall contain separation of insured condition and severabitity of interests clause for all policies so that coverage wtll respond as if separate policies were in force for each insured An act or omission of one of the insweds shall ilot reduce or void coverage to the other imumls. Furthermo~ the Contractor's insurance shall be primary insurance as respects to the above additional insureds. Any insurance or self insurance maintained by the above additional insureds shall not contribute to any loss Of claim. These insurance requirements shall be in effect for the duration of the c:onttact to melude any wammleeiguaraotee period.

The certificate of insurance and. liability policy (ies) must contain the following endorsement for the above liability coverages:

"The i•••ra(•) rho/I not, """°"' """"""'K the ,:q,ress """"- written permirrltm fro• th• G....,.,,, Cor,uel of the Port Authority, 1'111•• any def.,,.,, inw,11111,g in ••Y WflJ' du Jurialit:tlon of tJ,e Trilnl11,d over tJ,e person of the Port Authority, t1'e 1 .... 11111ty of llr• Port AutJwrlty, la Co,,unirsion.,., offiurs, agents or nq,loyess, tlte govertunenlid llllmre of tJ,e Port AuthorifJ', or the prnisions •f ""Y stotutes nrpedi•g ••Its lfgflin# I/re Port Aathority. "

The Contrnctor shall also take oUI, maintain, and pay premiwns on Worken;' Compensation Insurance m - wilh the requirements of law m the stste(s) wbcrc wod: will take place, and Employer's Liability Insurance with limits of not less than Sl million each accident.

Each policy above shall contain a provision that the policy may not be cllll<leled. termm3'ed, or modified withoUI thirty (30) days' prior written ootico to the Pon Authority ofNY and NJ, Att: Facility Contract Administrator, at the location wbcrc the wod: will take place and lo the Clffleral Manager, Risk Management.

The Port Authority may a, any time during the temI of this •greement change or modify the limits and coverages of insurance. Should the modification or change results in an additional premiwn, The General Manager, Risk Management for the Port Authority may consider such cost as an out-of-pocket expense.

Within five (S) days after the award of this agreement or contract and prior to the start of work. the Contractor must submit an original certificate of insurance, to the Port Authority of NY and NJ, Facility Contract Admmistrator, •t the location where the

PART ID-CONTRACT SPECIF'JC TERMS AND CONDmONS PART m-' Rev. 2112110 (PATH)

work wm take place. This certificate of insµrance MUST show evidence of the aboye insm;ance policy {ies), stating the agreemenUcontract number prior to the start of work. The General Maoagcr, Rm. Management must approve the certificate(•) of insurance be!ore any WOik can begin. Upon ~ by the Port Authority, the Contr.u:tor shall furnish to the General Manager, Risk Management. a certified copy of each policy, including the premiums.

If at any time the above liability insurance should be canocled, tenninated, or modified so that the lllS\U'8llCe is not in effect as above required. then, if the Manager shall so dm:ct, the Contractor sball suspend performance of the contract at the premises. If the contract is so suspended, no extension of time shall be due on account thereof. If the contract is not suspended (whelher or not because of omission of the Manager to order SU&pemlion), then the Authority may, at its option. obtain insurance affording coverage equaJ to the above n:quired. the cost of such insurance to be payable by the Contrllctor to the Port Autborily.

Renewal certificates of insurance or policies shall be delivered to the Facility Con1raetor Administrator, Port Authority at I- filtecn (15) days prior to the expiration date of each expiring policy. The General Maoagcr, Risk Management must approve the nmewal certificate(s) of insurance before work can resume on the facility. If at any time any of the certificates or policies shall become UDllatisfilOtory to the Port Authority, the Contractor shall promptly obtain a new and satisfactory certificate and policy.

The requirements for insurance procured by lhe Contractor shall not in any way be construed as a limitation on the nature or extent of the contractual obligations assumed by the Contractor under this contract. The insurance requirements are not a representation by the Authorily as to the adequacy of the insurance to prolect the Con!Jactor against the obligations imposed on them by law or by this or any other Con!JacL CITS#3640N

7. Iocrease u.d Decrease in Areas or Freqqeocies

The Superintendent!Manager sball have the righ~ at any time and from time to time in their sole discretion, to increase and/or decrease tho frequencies of all or any part of the services required hereunder or to add areas not described herein in the Specifications or remove areas or pans of an=as which are hereunder so descnoed. In the event the Superintendent/Manager decides to change any frequencies or areas such change shall be by written notice not less than five (5) days, said changes to be effective upon the date specified in said notice.

In the event of an increase or decrease in areas or frequencies, the Contractor's compensation wil1 be adjusted to reflect such change in areas or frequencies utilizing the applicable Unit Price for such services (for the applicable Contract year) as set forth on the Pricing Sbect(s).

PART ID-CONTRACT SPECIFIC TERMS AND CONDmONS PARTM-8 Rev. 2112110 (PATH)

•

Where DO specific Unit Price bas been quoted for tho type of semces to be -or decreased, the Superintembnt/Mauagor shall have the right to negotiate the compensation to reflect such change, whether an increase or decrease in areas or frequenci.e:s, which, in the opinion of the Supcrintendaut/Manager, are necessary to complete the work, by multiplying the iDCieased or decmised amount by the negotiated rate.

In the event of a <b;iease, the Contractor shall not be entitled to compensation for Wolk not perfoT)lled.

No such chang" in areas or frequencies will be implemented which results in a total increase or decrease in compensation that is great.er than. S00.4 of the Total &timated Contract Price for the Base Term or, if changes an, to be implemented dwing an Option Period, 50% for that Option Period.

Any increases in frequencies or areas shall not constitute Extra Work and, as such, shall not be limited by the Extra W Olk provisions of Ibis ContracL

8. Estra Work

The Contractor is n,quiml to provido separate materials, supplies, equipmeut and personnel for Extra Wolk whoo such is deemed n-,ary by !he Superintondcnt/M. "Extra Wolk" as used herein shall be defined as work wbicb diffi:m fium that expressly or impliedly requin:d by the Specifications in their prcscot fonn. Total Extra Wolk perfoimed by the Contractor shall not exceed six pen:ont (6%) of the Total l!stimated Contract Price of this Contracl for the entire Term of this Conttact including extensions tbcreo~ or six perccet (6%) of the Total E.<"-cd Contract Price of cech Section if this Cootract is awaided by sep-.: Sections.

An inereasc in area or ftoquency does not cooslitutc Extra WOik. but shall be componssble based on the prices in the Pricing Shccl(s) and the peragraph herein titled .. Increase or Decrease in Areas or Frequencies".

The Contractor is requiicd to pcrfonn Extra WOik punusnt to a wrillml order of the Sdpcrintendcat/Maoager exprossly recognizing such wolk as Extra Work. IfLmnp Sum or Unit Price compensation CIIDOOt be agreed upon by the parties in writing prior to the start of Wolk. the Contractor shall perform such Extra Wolk and the Contractor's compensation shall be increased by the sum of the following amounts and such amo,mts only: (I) the actual net cost, in money, of the labor and material, required for such Extra Worl:; (2) ten percent (10%) of the amount under(!) above; (3) such ronta1 as the Manager deems =sonable for plaat and equipment (other than small tools) n:quired for such Extra Wolk; (4) if the Extra Wolk is performed by a subcoctractor, an additions! five percent (5%) of the sum of the amounts under (1) through (3) above.

As Ulied in this numbered clau,e (and in this clause only):

"Labor" mesns !aborcn, mechanics, and other employ= below the rank of supervisor, directly employed at the Sile of the Work 1ubject to the Superintendent/Manager or their designee's authority to determffle what employees of any category are "required for Extra

PART DI- CONTRACT SPECIFIC TERMS AND CONDfflONS PARTW·9 Rev, Vl2111 (PA111)

Work'' and as to the portion of their time allotted to Extra Work; and "cost of)abor"means the wages actually paid to and received by such employees plus a proper proportion of ( a) vacation allowances and union dues and assessments which the employer actually pays pursuant to contractual obligotion upon the basis of sueb wages, and (b) taxes actUally paid by the employer pursuant lo law upon the basis of such wages and workers' compensation premiums paid pursuant lO law. "Employees" as used above means only the employees of one employer.

"Net Cost" shall be the Contractor's actual cost after dedDCting all pennitted cash aud trade discounts, rebates, allowances, credits, &ales taxes, commissions. and refunds (whether or not any or all of 1111: ,ame sball have beau taken by 1111: Contractor) of all parts and materisls purchased by the Contractor solely for the use in performing its obligation hereunder provided, where such pun;hase bas received the prior written approval of the Superintendent/Manager as required herein. The Coottactor shall promptly furnish to the Superintendent/Manager such bills of sale and other instruments as the Superintendent/Manager mayn,quiro, executed, acknowledged and delivered, assuring to the Superintendent/Manager title to SU<h materials, supplies, equipment, pans, and tools free of encumbrances .

.. Materials" means temporary and consumable materials as well as permanent materials; and "cost of materials" means the price (including taxes aclUally paid by the Cootractor pursuant to Jaw upon the basis of sud:!. materials) for which such materials are sold for cash by the manufactw'en or producers thereof. or by regular dealers therein, whether or not such materials are pun:hased directly from the u,anufiu:turcr, producer or dealer (or if the Contractor is the manufacturer or producer thereat the reasonable cost to the Contraetor of the manufactun: and pn,duotion), plus the reasonable cost of delivering such materisls to the Sile of the Worli: in the event that the price paid to the manufacturer, producer or dealer does not include delivery and in cue of temporary materials, less their salvage value, if any.

The Superintendent/Manager shall have the authority to decide all questions in connection with the Extra Work. The exercise by the Superintendent/Manager of the powc,s and authoritie, vested in bimlher by this section shall be binding and final upon PATH and the Contractor.

The Contt11ctor shall submit all reports, records and receipts as are requested by the Superintendent/Manager so as to enable him/her to ascertain the time expended in the performance of the Extra Worlc. the quantity of labor aud materials used therein and the cost of said labor and materials to the Cootnictor.

The provisions of this Cootract relating generally to Work and its perfonnance shall apply without exception to any Extra Work required and to the perfunnance thereot: MoICOver, the provisions of the Specifications relating generally to 1he Work and its performance shall also apply to any Extra Work requin:d and to the performauce thereot; except to the eittent that a written order in cormection with any particular item of Extra Work. may expressly provide otherwise.

If the Conlractor deems work to be Extra Work, the Contractor shall give written notice to the Superintendent/Manager within twenty-four (24) hours of perfonning the work that he so considers as Extra Work, and failure of the Contractor to provide said notice shall be a waiver of any claim to an increase in compensation for such work and a conclusive and binding detennination that it is not Extra Work.

PART m - CONTRACT SPECIFIC TERMS AND CONDmONS PAJtTW. tO Rev. 2112110 (PATH)

The Contnctor shall supply the amount of materials, supplies, equipment end personnel required by the Superintendent/MlllllgOr within forty-eight (48) houn li>llowing the receipt of written or verbaJ notice from the Superintendenl/Manager, or in the case of an emergency as determined by the Superintendent/Manager, within twenty-four (24) houn following the receipt by the Contractor of the Superintcndeut/Manager's written or oral nolificatiou. Where om! notification is provided hereuoder, the Superinteodent/Maoagcr :mall thereafter confinn the same in writing.

All Extra Work sball be billed to PATH on a separaw invoice on a monthly basis.

PART JD -CON'JllACT SPECIFIC TERMS AND CONDfflONS PARTID·ll Rev. 2/lJ/lO (P ATB)

---- -------------

PART IV -SIGNATURE SHEET, NAME AND RESIDENCE OF PRINCIPALS SHEET AND PRICING SBEET(S), TABLE OF CONTENTS

I. SIGNATURE SHEET ....•............... - ............................................................ _ ................... 2 2. NAME AND RESIDENCE OF PRINCIPALS SHEET .................................................. -3

3. PRICING SHEET(S) ···········································································-··························-·' Entry ofPrices ...........................•............ ---···-·································· .. ································4

TABLE OF CONTENTS l'ART IV - I PART IV - SIGNATURE SHEET, NAME AND RESIDENCE OF PRINCIPALS SHEET AND PRICING SHEET(S)

Rev. 2/ll/lt(PAIPATH)

····- ... ·--------------~------------- - ---- --~

PART IV -SIGNATURE SHEET, NAME AND RESIDENCE OF PRINCIPALS SHEET AND PRICING SJIEET(S)

1. SIGNATURE SHEET OFFER: The \mdersigned offers and agrees to fumish to the J>ort Allthority of New Yorlc and New Jersey the 80n'ices mf.l'or materials in compliance with all wrms, conditions. specifications and addenda of the Contract. Signature also certifies maderstanding and compliance with the certitfoation rcquinments of the stauda.d tenns and conditiona as contained in the Standard Contract T~ and Conditions. This offer shall be irtevocablc for t 20 daya after the date on which the Port Authority opens this bid.

ONLY THE COMPANY NAMED AS THE BIDDING ENTITY BELOW WILL RECEIVE PAYMENT. THIS MUST BE THE SAME NAMED COMPANY AS

INDICATED ON THE COVIR SHEET , : -1

·. l 'Russj!!ll Reid Waste Hauling Bidding Hntity __ _.a.,..,nduP~i:,::aSJl!;,:;O;::;S8.:,;l S:;::er,;...rv:..::ice:=...::C;.::.o .. :?.;J==IIG.=--------

21JO Smsti Street . Bidder's Addreu. ____ ~eOw..18~0 ... x,.1.ll~Q1.-________ _ Keasbey, .NJ 08832

. ·~ .· ., -

ACkNOWLEDGEMENT:

STATE OF: ___.~~~:.a..,....,.....,----COUNTY OF: trucetiiii . Qn this~)' of_ Oc::b\:£r, 20\0. personally came befOR m~, . ~~ .who duly sworn by me, did depose that (s)he bas knowlcd8e of lbe matters herein 5'ated and Ibey are in all respects true and that (s)be has been authorized to execute the foregoing offer and statement of inevO<:ability on behalf of said col])Ontion, parblership or finn. ~ 1 - ~- M~ Ii: Eglo• . _ ,_~4..\)M! C01111'AISSIOD bt)h~

Notary Public ~pril ,,1., lnl::t

NOTE: lf a joint venture is bidding, duplicate this Sipature Sheet and lum: each party to 1he joint venture sign sepame]y and affix to the back of this Signature Sheet.

B;cJdcr anen&ion is called to the certification requirements cont.ained in the Saandani Contract Terms and

COnditicns, Part m. Indicate below if a signed, explanatory mtement in connection with this section is attached here&o.Q

If certified by the Port Authority as an SBE or MWBE: ----(indicate which one and date).

PAR.TIV .1 fART IV-SIGNATURE SHEET, NA.MB AND RESIDENCE OF PRINCIPALS SBD.."T AND PRlCING SIIEET(S)

Rev, 2112/10 (PAIPAffl)

I ; I :

2. NAME AND RESIDENCE OF PRINCIPALS SHEET Names and Residence of Principals tifBidder .. If general or Jimited parlner, or individual, so indicate.

NAME TITLE

MITCHE

I ! Ill I.: 11

ADDRESS OF RESIDENCE (Do aot 1ive business IMress)

.. -

J>AB.TIV-3 PART IV - SIGNATURE SHEET, NAME AND RESIDENCE OFl'RINCIPALS SBEET AND PRICING SHEET(S)

Rev, 211:ztlO(PAll'ATB)

3. PRICING SHEET(S)

En!D'. of Prices a The prices quoted shall be written in figw-es, in ink, prefenbly in black ink where

required in the spaces provided on the Pricing Sheet(s) attached hereto and made a part hereof.

b. All Bidders are asked to ensure that all charges quoted for similar operations in the Contract are consistent.

c. Prices must be submitted for each llem required on lhe: Pricing Sheet(s). Bidders are advised that the Items on the Pricing Sheet( s) correspond to the required services set forth in the Specifications hereunder.

d. Bidders must insert all figures as required and verify all computations for accuracy. The Port Authority in it. sole judgment reserves the right to: (!) reject Bids without checking !hem for mathematical em>n1 or omissions, (2) reject Bids that contain or appear to contain errors or omissions. and (3) supply corrections to Bids that contain or appear to contain mathematical crrots and omissions, and in this case the Port Authority reserves the right to recompute the Total Estimated Contract Price (which amount shall then govern in all cases) based upon the Unit Prices inserted by the Bidder.

e. In the event that a Bidder quotes an amount in the Total Estimated Three Year Price col\UDD. but omits to quote an All Inclusive Unit Price for tba\ amollllt in the space provided, the Port Authority reserves the right to compute and insert the appropriate All Inclusive Unit Price.

f. Tite Total Estimated Three Year Contract Price is solely for the pmpose of facilitating the comparisons of Bids. Compensation shall be in accordance with the section of this Contract entitled "Payment ...

PARTIV-4 PART IV - SIGNATURE SHEET, NAME AND RESIDENCE OF PRINCIPAU SHEET AND PRICING SHEETt')

Rev. 2112/10 (PA/PATH)

I-of Work Namlter Elt. All- Tolal (llaerlp-) ol NH1berof hldum, -Tub 'lbra(3) Uulli'rice 111rce(3)

YoarVillb PerTauk Year Price A B c D

Clem out 6'xl2' 2000 GalloD Oil/Wiiier 3 • 6 x 52,1so.o I= DI) $eplmloT .... Pressur: $38,700.0

WuhtheiDlerior, Recycle or Dispoee or Waste Oil/Sludge

Clem out 3'x5' 600 OallonPib: and Pmsme Wuhthemmior, s • 6 :1$630.00 • D2) Recycle or Dispoee or $18,900.0[

w .... Oil/Sludge

E. TOTAL EfflMATED TIIIIU (3) YEAR CONTRACT PRICE: S s 7 • 6 o o • o o (Dl+D'l•S)

--: C-....... A muldpliod (s)byc.._ B mdlpled (s) by cola- C equals(•) D

,. ~

·-.-:,

'·"

PAKTIV-5 PAlrl'IV - SIGNATVRESBE&T.NAME AND RESIDENCE OF l'BJNCIPALS SIIEBT AND PRICING - a.,, 2112/19 (PAIPA.1R)

--,

' ·'

PART V -SPECIFICATIONS, TABLE OF CONTENTS

PART V - SPECIFICATIONS, TABLE OF CONTENTS ................................................ 2 I. Specific Definitions .............•.................................................................•.............•.. 3 2. Work Required by the Specifications ..................................................................... 3 3. Service Fonn ........................................................................................................... 4 4. Scheduling of Work ................................................................................................ 4 5. Personnel llequiremcnis ...... .................................................................................... 6 6. Uniforms ................................................................................................................. 6 7. Confined Space ....................................................................................................... 6 8. Contlactor's Health and Safety Program ................................................................ 7 9. APPENDIX A ......................................................................................................... 7

l>AIITV -SPECIFICATIONS Rev. 2/12111 (PA/PATii)

1. Specific Definitions

To avoid undue repetition, the following tenns, as used in this Contract, shal] be construed as follows:

a) The tenn ''Facility" shall mean the Hamson Car Mai-• Facility (HCMF), which is situated on approximately 57 acres and is located at End of Cape May Road, Harrison, NJ 07029.

b) The tenn "WOTS" shall mean Work Order Tracking System being the Way&. Structures Division's LAN Network bilSed PARADOX program.

e) The tenn "regular working bows" shall mean the bows between 7:00 a.m. and 3:00 p.m., Monday through Friday, exclusive ofholidays.

d) The term "Superintendent/Manager" shall mean the Superintendent of Way & Structures Division of PATH acting penonally or through bis designee for the purposes of this Contract.

e) The term .. Rosters of Routine" shall mean the proeedures, visits and. methods of planning and coordmaling all maintenance, inspections and repairs for the equipment specified hctein.

i) The term .. Frequencies of Routine" or ''Maintenance Visit'' shal] mean the times a task or routine is performed and/or repeated.

2. Work Req•lred by 11,e Spctilicatious

a) These Specifications n,Jate generally to the pedlmnance of transportation, preparation for recycling. tank cleaning, recycling or disposal of the usc:d oil, i=rdkeeping required by federal, state and local authorities, testing the contents of the tanks, obtaining necessary licenses and permits, and giving required notification to appropriate federal, state and local agencies having jurisdiction to accomplish the work required.

b) The work shall consist of the following:

• Clean three (3) 6'xl2' 2,000 gallon oil/water separators and tanks, pn,aure wash the interiors and recycle or dispose of the resulting oiYsludge. etc.

• Clean five (5) 3•x5• 600 gallon pits and pressure wash the interiors and recycle or dispose of the resulting oiVsludge, etc.

c) The Contractor &ha.I( remove the used oil from the Facility, transport those materials to the Contractor's storage or recycling facility as applicable either at lhe Contractor's facility or other properly licensed and authorized facility to be selected by the Contractor, all in accordance with all applicable federal, state and Jocal Jaws. The Contractor shall accept title to the used oil when the Contractor's

PARTV-SPECMCADONS Rev. 2112/JG (PA/PATii)

personnel place it on the Contractor's vehicle. Pcrfonnancc of the work shall be in a fu11y lawful manner.

d) The Contractor will provide to PATH a copy of the shipping, handling and b'anspotlalion certificalion that insur<s all w- oil and any other liquid or sludge generated in the coursc of performing the work shall be disposed of or recycled in accordance with all federal, state and local laws, ordnances and n:gulations.

e) The Bidder's facility shall be a Treabncn~ Storage and Disposal facility fully permitted by both Federal and state regulations appropriate to the jurisdi<lion in wbicb it is located or a ta.ility designated by both Federal and state regulations appropriate to the jurisdiction in which it is located. for on--site used oil rccyt:ling. All such permits shall be valid for the length of the Contract.

I) The Bidder shall have at the time of the submission of its bid a license (A-901) as defined in NJ.A.C. 7:26-1.62, and have filed a Disclosure Statement in accordance with NJ.A.C. 7:26-1.63 and have obtsined a Certificate of Public Convcnicncc and Necessity in accordance with N.J.A.C. 7:26-l .6(a). Both the A-901 liccnsc and the Certificate of Public Convenience and Ncceasity must be successfully maintained during the contract period and any option period or exteasion if exercised. Questions about these roquimncnts can be addressed to the NJ Dept. ofEnviromneutal Protcctioo (NJDEP) Licensing end Pfflnit Unit at (609)-292· 7081 or the web site of the NJDEP Licensing and Permit Unit www.nj.gov/depldshw/hwrlregislic/lru.htm.

3. Service Form a) The Contractor's employees shall report to the Supcrintendent/Managcr at the

start and completion of each maintenance visit and said employees shall keep the Superintendent/Manager informed of the work performed by them by furnishing the Superintendent/Manager with a completed Contractor's Service Maintenance Form, the fonnat of which shall be approved by the Superintendent/Manager.

b) A completed copy of the Contractor's Service Maintenance Form shall be attached to and submitted with each of the Contractor's invoices.

4. Scloed•llng of Work

a) PATH will notify the Ccntractor at least seventy-two (72) hours prior to PATH's requirement. of the date for the Contractor to perfonn the work. The Contractor will be permitted an extension of time for performing the work not to exceed twenty-four (24) houn,.

b) The Automated Work Order Tracking System (WOTS) is a system of task ,ssignmcnt, reporting, and contro~ the purpose of which is tc instruct and then codify and report to PA TH management the general and specific conditions

PART V -SPECIFICATIONS ReY . .Z/lZ/10 (P AIP A 111)

encountered, the actions taken, and recommendations for subsequent activities. The schedule of task assignment will reflect the schedule of maintenance visits required and as stipulated in Appendix A r::ntitlcd "Roster of Routines."

c) The WOTS is used to direct. audil and control the removal of waste oil; its disposal and cleaning of tanks/pits. The principal components of the WOTS include the Roster of Routines fur Semi-Annual work and Extra Work, as r<queslcd by the Superintendent/Manager.

d) Appendix A contains tbeworic onlcr list to be used in the perfonnance of the work required by the Contract specifications.

c) When PATH delem!iru:s that an Emergency situation exists, Contractor shall respond to the Facility within four ( 4) hours of notificalion by PA TH.

PART V - SPECIFICATIONS Rev. 2/lfflO(PAIPATB)

•

5. Persoauel Requirements a) The Contractor (and any subrontractor) shall fumishcompetent and adequately

1rained pen.onnel to perform the work required hereunder. 1£ in the opinion of 1he Superintendent/Manager, any employee so assigned is perfonning his/her functions unsatisfactorily, the Contractor shall take all steps necessary to assure that defective perfonnance is relbcdied and that alJ services required are satisfactorily provided.

b) All Coolractor's employees performing work required b«eunder shall have 1he ability to communicate in the English language to the extent necessary to comprehend directions given by eilher the Contractor's Slaff or by the Superintendent/Manager. The Contractor shall provide a lead worlcor wbo shall act as the Contractor's representative in the course of performing the work.

c) A11 persons engaged by the Contractor for the perfonnance of its obligations under this Contract shall be at all times the officers, agents, employees or representatives. as the case may be, of the Contractor. and not those of PATH.

6. Uniforms

The Contractor shall provide for his personnel all necessary distinctive uniforms with woven identification insignia of a type and style which shall be subject to the prior and continuing approval of the Superintendent/Manager, and the Contractor's employeea shall wear 1heae 11Difonns or insignia at all times when perfonning the operations hen:under. Employees wilhout proper unifonns shall not be pennitted to work. The Contractor shall be responsible to ensure that its employees are wearing proper safety steel toe shoes for the task being performed. The Superintendeut/M shall have the right to require removal of any employee who shall fail to wear 1he proper 11Diform and shoes and 1he exercise of this right shall not limit 1he obligatioos oflhe Cotttractor to perform the work.

7. Coalined Space a) Prior to commencement of any work, the Contractor shall request and obtain

liom PATii a description of all spaces at the facility which are pennit·reqllimi confined spaces requiring issuance of an OSHA pconiL

b) In accordance with 1he Occupational Safety and Health Act (OSHA) 29 CFR 1910.146, in areas requiring confined space entry procedures. prior to the commencement of any Work therein, the Conttactor shall contact the SuperinteodenVManager to obtain a PATii Cootractor Permit·Required Confined Space Notification form, and shall fill out and submit the fonn to PATH along with written verification that aU Contractor employees working at PA1H confined spaces have had the required training.

c) Prior to entry into a PA1H confined space, PATH Police must be notified at 201-216-2677 in accordance with 1he Permit required by the Coofined Space Program Policy.

PARTV-SPECD'ICATIONS Rev. %112/10 (PA/PATH)

-- ------------

d) The Contractor shall also confonn to the requirements pertaining to OSHA set forth in the Standard Conine! Tenns and Conditions.

8. Contractor's Healtb •ad Safety Program Within thirty (30) dsys after award of this Contract, the Contn,ctor shall submit to the Superintendent/Manager, for r.view and approval. the Contractor's Health and Safuty Program which shall oomply wilh all applicable Federal, state. municipal and local regulations pertaining to employee safety and Right-to-Know and shall include, among other things, the designation by the Conlraetor of a qualified individual who will administer soeh Safety Program.

9. APPENDIX A

Roster of Routiag

iwooKOIIDER EQUIP. RECORD - MEI. & LOCATION FREQUSICV ........ ......... 001 PSB-01 6'x12' 2,.00Q Gdan OUTSIDE BOILER ROOM .....

OiliWR!W SaparalDr -002 PST-02 B'.1112' 2,000 Galon =· ..... --- -· "" PSl!-01 6',i12' 2.000 Gallan ADJACENT TO 'TRACK 5 .... ,. -- EXJ"ERJOR -""' PSWl><l1 3'115" IIIIO Gallm Pil TRACK 5 INTERIOR ..... -005 PSWS-02 l'dSOO Galan P'1I TRACK !i INTERIOR ...... -000 PSWS-03 3'Jl5' 800 Gdtln Pit TRACK 5 .rrERIOR ..... -007 PSW5-04 3'Jt5' eoo Giiion Pit TRACK 5 INll:RIOR ....,.

""""'"" "'' PSW>-05 3'115' 600 Galon Pil exTERIOR PUMP SOllrH .....

FIREWE -·

PART V - SPECIFICATIONS Rev. l/12110 (PAJPATH)

STANDARD CONTRACT TERMS AND CONDITIONS

PARTI GE~ DEl'INITIONS-·-----··----···· .. ····-·--··--··--.. -----....... ,-3

PART D GENER.Al. PROVISIONS .. --...... ,, .. , __ ,, ......... _ .... .__ ... ------··-----.. 4 I. Facility Rules and Regulations of PATH .............................................................................................. 4 2. Cwmactor Not An Agent. .........•......................................................•..................•.................................. 5 3. Conttactor's W&n'allties ......................................................................................................................... 5 4. Personal Noo-Llability .•......•..•......•.••.....•....................................•............................................•.•........... 6 5. Equal F.mployment Opportunily, Affirmative Action, Non-Discrimination ..........•.•................•........... 6 6. Rights and Remedies of PA TH .•......................................•...............•....•................................................ 6 7. Rights and Remedies of the Coulillctor ...............•...............•......•.......•......•...........................•.. ····· ······ .. 6 8. Submission To Jurisdictioo ..•....•....•..•...•..•............................•...............•.............•.....•............................ 1 9. Harmony ................................................................................................................................................ 1 10. Claims of Third Persons ........................................................................................................................ 8 11. No Third Party Rights .........•..........•...•.....................................•.....................••.........•...........•••.............. 8 12. Provisions of Law Deemed Inserted ...................................................................................................... 8 13. Costs Assumed By The Contnctor •.•...•...................................•.•.................•...................................•..... 8 14. Dofault, Revocation or Suspension of Contract ..............••.....•....•....................•.................................... 8 15. Sales or Compensating Use Taxes ....................................................................................................... 11 16. No Estoppel or Waiver ........................................................................................................................ 11 17. Reconls and Repon, ............................................................................................................................ 12 18. General Obligations •...•••.......•.......................................................•.•.....................•..•........................... 12 19. Assignments and Suboontracting •......•....................•...........•...............................•..•............................. 14 20. Indemnification aod Risks Assumed By The Contraclor .................................•..............................•... 14 21. Approval of Methods ........................................................................................................................... I ; 22. SafctyandCleanfutess ...................................................................................................................... : .. 15 23. Accident Reports .............•••.......•............•...................••...•...•............................................................... 15 24. Trash Removal... .......•........................................•..........•.........•..............•..•....•..................................... 16 25. Lost and Found Property .•••.......•.....•..................•................•............................................................... 16 26. Property of the Contractor ...............................................••.................................................................. 16 27. Mndilication of Contract .••..•..•...........•..•...............•........••.............................•.......................••............ 16 28. Invalid Clauses .....................•.•..........••..•..................•.....•.............•..............................•........••........... 16 29. Approval of Materials, Supplies and Equipment ................................................................................. 16 30. Intellectual Property ............... - ........................................................................................................... 17 31. Contract Records and Documents - Passwords and Codes ............•..........•••....................................... 17 32. High Security Areas ............................................................................................................................. 18 33. Notificatioo of Security Requirements .......................•..................•................................................•.•.. 18 34. Construttion In Progross ...................................................................................................................... 19 35. Permit-Required Confined Space Wort ....•...........................•...................................•........•....•........... 19 36. Signs .................................................................................................................................................... 19 37. Vending Machines, Food Prep-ion ................................................................................................. 19 38. Confidcntial lnformatinn/Non-Publication ......•...................................•............................................... 19 39. Time is of the Essence ......................................................................................................................... 20 40. Holidays ............................................................................................................................................... 20 41. Personnel Standanls ............................................................................................................................. 21 42. General UDifonn Requirements for Contractor's Personnel ............................................................... 21 43. Labor, Equipment and Materials Supplied by the Contractor ............................................................. 21

StQdard Cmitrw Ter1111 alid COlldltlcms - PATH Page 1 of28

Rev. 2/12/10 (PA'Ili BIDS)

44. Contractor's Vehicles-Parking- Licenses ......................................................................................... 21 45. Supcrintendenl/Manager's Authority .................................................................................................. 22 46. Price Preference ................................................................................................................................... 22 47. Good Faith Participation ...................................................................................................................... 22

PART ID CONTRACTOR'S INTEGRITY PROVISIONS.----·----·-·----"-·-·---·-24 !. Certification of No Investigation (criminal or civil anti-trust), Indictment, Conviction, Debarment, Suspension, Disqualilication and Disclosure of Other Information ........................................... 24 2. Non-Collusive Bidding. and Code of Ethics Certification, Certification of No Solicitation Based On Commission, Percentage, Brokerage, Contingent or Other Fees ................................................... 24 3. Bidder Eligibility for Award of Contracts - Detenninalion by an Agency of the State of New Yolk or New Jersey Conceming Eligibility to Receive Public Contracts ...................................................... 26 4. No Gifts, Gratuities, Offers of Employment, Etc ................................................................................ 26 5 . Conflict of lntc:rcst ......................................................... : . ... .. .. . ..... . .. . .. .. .. .. .... .... ..... .. .... ... .• .. • .. .. .. .. .. . . . .. . 26 6. Definitions ........................................................................................................................................... 27

Staudanl Coatract TttlJII and CDndiCiaas - r Am Page2 of28

R.v. 2/12110 (PATIIBIDS)

STANDARD CONTRACT TERMS AND CONDITIONS

PART! GENERALDEFINITIONS To avoid undue rcpctition. 'lhc foUowing terms, as used in this Agreement, shall be construed as follows:

Authority or Port Authority - shall mean the Port Authority of New Yark and New Jersey.

PATii - shall mean the Port Authority Tnns·Hud&on Corporation.

COii.tract. Document or Aareement • shall mm 1he writings setting forth the: scope, terms, conditions and Specifications for the: procurcmcnt of Goods and/or Services, as defined hereunder and shall include, but not be limit,d lo: Invitation for Bid (IFB), Request for Quotati<m (RFQ), _, for Proposal (RFP), Pun:hosc Onler (PO), Cover Shce~ executed S;g,,a- Sl,..,t, AND PRICING SHEETS with CCXltraot prices mserted," "STANDARD CONTRACT TERMS AND CONDIDONS; and, if included, a1111obmenlS, endonemmlts, scheduJcs. emibilS, or drawings, the Authoritys aoeepCance and any written addenda issued over the name of the Authority's Manager, Purchasing Services Divisicm.

Days or Calendar Days • shall mean consecutive calendar days, Saturdays., Sundays, and holidays, included.

Week - unless olbcrwise specified, shall meu seven (7) consecutive calendar days, Saturdays, Sundays, and holidays-

M!!n!b-unleaa Olhcrwise specified, &hall moan a calcnda< month.

Director/General Manager- shall mean the Dircctor/Oencral Manager of PATii which opctatm the facility of PAm at which lbe services bc:reunder are to be performed, for the time being, or his/her sua:CiSOI in duties fot" the p,upose of llus Contta01, actin8 penonally or through om, of his/her authorized ••JD....,._ fur the purpose of this Contract.

SuperintendentJ'anager- shall mean the Superinteodcnt/Manager of the PA1H Divisioo responsible for opcnmng the aid Facility fur the time being or his/her sucecssor in dulica for the polrJIOle of llus C­acting pen10DBlly or through his/her duly authorimi representative for the purpose of dtls Contract.

No person sba.11 be deemed a 1cp:eseutative of the Director/General Manager or SuperintendcntlMmmger except to the extent apcci&ally aulhoriz.ed in an express written notice to the Conb'UtOr signed by the Dircc1or/Gcneral Manager or Superinlendentl'Manager as the case lDll.Y be. Further, no penon shall be deemed a successor in duties of the Director/General Manager unleas the Contractor is so notified in writing signed by the Authority's Manager, Purebasing Services Division. No penon shall be decmc:d a successor in duties of the Superintendent/Manager unless the Contractor is so notified in a writing signed by the Director/General Manager.

Minority Business Enterprise (MBE) - sbaU mean a business c:otity which is at leut S 1 % owned and controlled by one or more mcmbm of one or more minority groups, or, in the~ of a publicly held corporation, at least S 1 % of the stock of which is owned by one or more minority groups, and whose manaacmcnt and daily business operations are comrolled by one or more such individuals who are eitizeas or pcnnanent resident aliens.

"Minority Group" means any of the following racial or ethnic groups:

(a) Black persons having origins ·m any of the Black African racial groups not of Hispanic origin;

Page3of28 Stalldud Coatnict Tenm and C<NldhlCW. PAm

Rev. 2112/10 (PATIIBIDS)

(b) Hispanic persom of Mexican, Puerto Rlcan, Dominican, Cuban, Central or South American culture or origin, regardless of nee;

(c) Asian and Pacific Islander persons having origins in any of the original peoples of the Far East, Southeast Asia. The hldia.n Suboontinenl, or the Pacific Islands;

( d) Native American or Alaskan native persons having origins in any of the origina) peoples of North America and mainlaining identifiable trmal affiliations through membership and participation or comnnmity identification.

Site of the Work- or words of similar import shall mean the Facility and all buildings and properties associated therewith as dcscnbtd in Ibis Contract.

Small Business Enterprise (SBE) • The aiteria for a Small Business Enterprise ue:

o The principal place of business must be located in New York or New Jersey; o The firm must have been in busineas for at least three years with activity; o Avcnae gross income limitations by indusuy as established by the Port Authority.

Subeontractor • shall mean anyone who performs work (other than or in addition to the furnishing of materials, plant or equipment) in canncction with the services to be provided hereunder, dircdly or inditectly for or on behalf of the Contractor (and whether or not in privity of contmct with the Contractor), but shall oot include any person who furnished merely bis own personal labor or bis own personal sm"Vices. "Subcontractor", however, shall exclude the Contnctor or any subsidiary or parent of 1hc Connctor or BllY person. firm or corporation which has a substantial interest in the Omtractor or in which the Contractor or 1he parent or the subsidiary of the c.ontractor, or an officcrorpincipal of the Con1ractor or of the parent of the subsidiary of the Contractor has a substantial in....., provided, liowover, that for the purpose of the clau&e h=of mtitled "Assignmeut, and Subcontracts" lhe exclusion in this paragraph shall not apply to anyone but the Contractor itself.

Women-Owned Business Enterprise (WBE) - shall mean a business enlerprise which is at least 51% owned by one or mote women,. or, in the ease of a publicly held corporation, at least 51 % of the stock of which is owned by one or more women and whose management and daily business operations are controlled by one or more women who arc eitiz.ens or pemument or resident aliens .

.Ylm:k- shall mean all services, equipment and materials (including materials and equipment, if any, fum.isbed by the Authority) and other facihtics and all olhcr things necessary or proper for, or incidental lo the services to be performed or goods to be furnished in connection with the service to be provided hereunder.

PART ll GENERAL PROVISIONS

1. Facility Rllles-Jlegulado.,of PAffl a. The Contraaor shall observe and obey (and compel its officers. employees, guests, invitees, and those

doing business with it. to observe and obey) the facility Rules and R.egulatioos of PATH now in effect. and such fmthc:r reasonable Rules and Regulations which may liom time to time during the term of this Agreement be promulgated by PATH forTeUOJ1s of safety, health, pn:servation of property« maintenance ofa good and ordsly appearance and effiq,ient operation of the Facility. PATII agrees that, except in case of emergency, it shall give notice to the Contractor of every Rule and Regulation hereafter adopted by it at least fm:: days before the Conliaetor shall be required to comply therewith.

b. A copy of the facility Rules and Regulllions of PA 1H shal1 be available for RvieW by the Contractor at the Office of the Director/Gem:ra1 Manager of PA TH.

Staadanf CoatrKt Terms and Conditie111- FA1'1f. Page 4 of28

Rev. 2Jl2/IO (PA1H BIDS)

2. Contn<tor Not All Ap,11

Thia .Agreement docs not constitute the Contractor the agent or representative of PA T11 or the Port Authority. for any pwposc whatsoever except as may be specifically provided in this Agreement. h is b=by spccitically acknowledged and unde<stooci that lhe Contncior, in perfurming its services horeunder, is and &ball be at all times an independent Contractor and 1he offiom, agents md employees of the Conuactor shall not be or be deemed to be ageuts, servants or employees of PA Til or the Port Authority.

3. Coatrador's Warranties The Contnctur represents and wurants: a. That ii is financia1ly _solvent, that it is experienced in and competent to perform the requirements of this

Contract, that the facls stated or shown in any papers submitted or referml to in COIUlCttioo with the solicitation arc lme, and, if the Contractor be a ccnpol'ation, tlmt it is audiorizcd to peiform this Contract;

b. That it has oardully ClWDined and analyzed lhe provisions and n:quimnents of 1his Cootrac~ and thot from ilS own in-gations it bas ,atisficd itself" to the natun: of all things needed fur the performance of this Contract. the general and local conditions and all other matters wbidl. in any way affect this Contract or its performance, and that the time 8'V8ilablc to it for such cumination. analysis. inspectiou and investigation was adequate;

c. That 1hc Contract is feasible of perfmmance in aeeotdancc: with all its provisioos and requimncnts and that it can md will perform it in strict accordanct with S11Ch provisiO¥ and requirements;

d. lbal no Director, officer, agent or employee of PATH is pcrsooally interested din:ictly or indirectly in 1hi& Com:raa or the compemation to be paid hen:11mier and that no Commissioner, officer, agent or ~ of lhe Port Authori1y is pcnonally in-dim:tly c.c indim:tly in 1his Conb3Ct or the compeo,ation to be puid hereunder,

e. That, except only for 1boee rcpraentations, statements or promises expressly contained in this Contract, no representation, statcmmt or promise, oral or in writing, of any kind whatsoever by the Port Authority, PAlH, their Dmlctors, Commissioners, officers, agents. employees or consultants has il>dw>,d the c..mctor to enter into this Contnict or bas been ,died upoo by the ContractDr, including any with reference to: (1) the meaning. comc.tness, suitability, or completaess of any provisions cw n:quimnents of 1his Contract; (2) the nature, quantily, qualily or size of the materials. "!ui-"~ -.C and otbcr locilities needed for the performance of tbis Contnc<; (3) the general or local conditioos which may in any way off cot 1hi, Conb3Ct or its performance; (4) the price of the Conb3C~ or (S) any other...-, whether similar to a: differmt iiom those "'km<! lo in (l) through (4) immedial<ly aboV<, affecting or having any coooection with this c ..... ~ the bidding -. any discuAions theRo( the performance thcn,of or those employed therein or CCIIDleCted orCOJICCmed therewith.

Moreover, the Contrac.wr aceepts the, conditions at the Sile of the Work as they may eventually be found to exist and wammts and reprrmlbi lhat it can and will perform the C'.ontract under such conditions and that a11 ..-ial• "!wpment. labor and other tici1itics n,quirod because of any wrtoresocn conditions (pby,ical or otherwise) shall be whoUy at its own cost and expense, anything in this Contract to the contrary notwithstanding

Nothing in lbe Specifications or any other pare of die Contract is inteDded as or shall constitute a representation by PA m as to the feagbiJity or pcrformanoc of this Contract or any part thereof.

The Contractor further represents and warrants that it was given -le opportunity and time and by means of this panapaph was requested by the Port Authority and PA 111 to review thoroughly all docUIQClltS forming this Cmtract prior to openins of Bids on this Contract in order that it might request inclusion in tlus Contract of any statement, rq,rcsentation, promise or provision which it desired or on winch it wished to place reliance; that it did so review said documents, that either every such statement, representation, promise or provision bas b«n included in this Contract or else, if omitted, that it expressly relinquishes the benefit of any sooh omitted saatemcnt, represcntation, promise or provision and is willing to perfonn this Contract without claiming reliance thereon or making any other claim on account of such omission.

StaDllanl CMdnd Tenu and Cenditious - I' A TH Page S of28

Rev. 2112110 (PA111BIDS)

The Contractor further recognizes that the provisions of this numbered clause (though not only such . provisions) arc essential to PA TH's consem to enter into this Contract and dtat without such provisions, PA TI-I would not have entered into this Contract.

4. Penonal NOII-Uablllty

Neither 1he Directors of PA 1H, 1he Commissioners of the Port Authority nor any of them, nor any officer, agent or employee of PATii or the Port Authority, shall be eharg<d pcr,ot1ally by the Con- with any liability, or held personally liable to the Contractor under any term or provision of this AgJecment, or because of its exewtion or attempted execution, or because of any breach, or attempted or alleged breach, tht=,f.

5. Equal Employmeat Opportuity, Affirmative Action, Non--Disubnination a. The Contractor is advised to ascertain and comply with all applicable federal. State and local statutes,

ordinances, rules and regulations and, federal Executive Orders, pertaining to equal employment opporhmity, affinnative action, mld Dmkliserimioalioo in employment.

b. Wilhout limiting the generality of any other term or provision ofthis Contract. in the event of the Conbactot's non--compliance with the equal opportunity and non-discrimination wause of this Contract, or wi1h any of such statutes, ordinances, nues, regulations or Orders, this Contract may be cancelled, terminat.cd or suspended in whole • in part.

6. Rlghb IDCIRemedinofPATB PAnl shall have the following rights in the event the Contractor is dccmcd guilly of a breach of any term whatsoever of thia Contract:

a. Tiie right to take over M1d complete the Work or any part thereof as agent for and at the expense of the Con-, either directly or through others.

b. The right to cancel this Contract as to any or all of the Work yet to be performed. c. 'Ihe right to specific paforumlce, an injunction or any appropriate equitable mnedy. cl. The right to IDOlley clamap.

For the purpose of 1hia Contract, breach shall i:nli:ludc but not be limited to the following. whether or not the time has yet arrived for performaDcc of an obligation under this Contract: a statement-by the Contractor to any representative of PATii indicating that the Contraotor cannot or will not perfotm any one or more of its ob]igations under this Contract; any act or omission of the Conttactor or any other occunence which makes it improbab}c at 1he time that it will be able to perform any one or more of its obligatioos ..,c1,r this Ccnnct; any suspension of or failure to proceed with any port cf the Work by the Contractor which makes it iq,robablc at 1he time lha1 it will be able 10 perform any one or more of i1s obligations under this Contract.

The enumeration in this numbered clause or elsewhere in this Contract of specific rights and remedies of FAIB shall not be deemed to limit any other rights or remedies which PATii would have in the absence of suc::h enumcntion; and no excroise by PA TH of any right oc remedy sha11 operate as a waiver of any other of its rights or remedies not inconsistent thcn:witb or to estop it from exercising such other rights or remedies.

7. Rigllts ud Remedies of tbe Coatractor Inasmuch as the Contractor can be adequately compensated by money damages for any breach of this Contract which may be committed by PATii, the Contractor exprcssiy agrees that no default, act or omission of PA m shall constitute a material breach of this Contract, entitling the Contractor lO cancel or 1':Scind this Contract or to suspend or abandon performance.

stand.rtl Coutract Ter1111 MDd Conditions • PA m Page6of28

Rev. 2112110 (PA TH BIDS)

8. S11bmlSIHa To Jwrisdktioa The Coniraaor hereby imovocably submi1, u,clfto the jllri,diction of the Courts of the State of New York and New Jersey, in regard to any controvmy arising out of, ,;omcctcd with, or in any way concerning this Colllract.

The Contractor agrees that the suvice of process on the Contractor :in relation to such jurisdiction may be made, at the option of :P Am, either by regislcrcd or i.ertified mail addR:ssed to it at the address of 1he Contractor indicated on the signature sheet, or by actuaJ personal delivay to the Contnwtor, if the Contractor is an individual, to any partner if the Contractor be a perlller&bip or to any officer, direclor or managing or general agent if 1hc Contractor be a corporation.

Such service shall be deemed to be sufficimtwbcnjurisdiction would not lie because of the lack of basis to serve process in the lll8lmcr otherwise provided by law. In any case, however, process may be served as stated above whether or not it might olherwise have been served in a differeat manner.

,. Bar:mOlly

a. The Contractor shall not employ any persons or use any labor, or use or have any equipment, or permit any condition 1o exist whieh shall or may cause or be conducive to any labor complaints, 1roubles. dispulcs or controversies at 1hc Facility which interfere or arc likely to immfcrc with 1he operation of PA TH or with the operations of lessees, liccnsccs or olher uscn of the Facility or with the operations of the Contractor under this Cootract

Tho Contractor sbal1 immodia1cly give notice to lhe Part A-ty (to be followod by wriUen noliees mid reports) of any and all impending or existing labor comp\ein1B. troubles, disputes or controversies and 1he progress 1hereof. The Cornractor shall use its best efforts to teSOlvc any such complaint, trouble, dispute or contto'VffS)'. If any type of strike, boycott. pieketina, work stoppage. slowdown or other labor activity is dircc:led against the ContraclOr at the Facility or apiost any operations of the Coubac:tor under this Contract, wbetbcr or not caused by the employees of the Contractor, and if any of the foregoing. in the opinion of PATii, results or is likely to result in my curtaihnent or diminutioa of the services to be performed bcmmdcr or co interfere with or affect the operations of PA m, or to interfere with or affect the operations of lessees, licensees,. or other users of the Facility or in the event of any other cessatioo or stoppage of operations by the Contractor hemmdc:r for any reason wba,_, PATH shall have the right at any limo during the continuance lhen,of to suspend the opondiona of the Cammtor uncle< this Con1mel. aod during the period of the_.,., lhe Conuaotor shall not porfunn i1s scrvic<s hereunder aod the Port Authority shall baw the right during said period to itself or by any third pmon or persons selected by it to perform said SC'rViccs of the Coo.tractor using the equipment which is used by 1hc Contraetorlll. its operations bereundcr as PATH deems necessary and without cost to PADI. During such time of suspemion, the Con1Jaetor shall not be entitled to any compensation. Any flat fees. 'including management fees, shall be prorated. Prior to the exercise of such right by PA TII, it sliall give the Contractor notice thereof, which notice may be oral. No exercise by PA m of the rights granted to it in the abow subparagraph dlall be or be deemed to be a waiver of any rights of termination or TCVOCation contained in this Contnet or a waiffl of any rights. or remedies which may be available to PATH under this Contract or otherwise.

b. During the time that the Contract« is performing the Contract, other person& may be engaged in other operations on or about the worksite including Facility operations, pedestrian. bus and vehicular traffic and other Contract.ors pcrfonning at the worksitc, all of which shall remain unintcnupted.

The Contractor shall so plan and conduct its operations as to work in harmony with othen engaged at tht site and not to delay, en.danger or interfere with the opcralion. of 01hcrs (whether or not specifically mentioned above), all to lbe best intc:rcsts ofPATIJ and lhe public as may be directed. by PATii.

Standard Colltraet Tern IIBd CoadUioas. PATH Page7 of28

Rev. 2/12/IO(PATH BIDS)

10. Claims ofTblrd Penoos

The Con1netor undertakes to p&y all claims lawfully made against it by subcontractors, suppJien; and worbn, and all claims lawfully rmuk against it by olher third persons arising out of or in connection With or because of the performance of this Con1ncl and to cause all subcontnctors to pay all such claims lawfully made apinst them.

11. No Tblrd Party Right, Nothing contained in this Contract is intended for the benefit of third persons, except to the extent that the Contract specifically provides otherwise by use of the words "benefit• or "direct right of action."

12. --of Law Deemed 1.-.Each and every provision of Jaw and clause required by law to be inserted in 1his Contract ihall be deemed to be inserted herein and the Contract shaD be n::ad and enforced as though it were included therein. and if through mistake or otherwise any such provision is not inserted, or is not comctly inserted. then ~ the application of either party, the Contract sba11 fotthwi1h be physically amended to make such insertion.

13. Costl Aaamed Byne C....,acter It is expressly understOod and agr:cd that an costs of the Contractor of whatever kind or namre and whether imposed dircct1y 11J10t1 the Contractor under the terms and provisions hereof or in any other 1'Dlll'UlCr

whatsoever because of the: rcquimncnts of the operation of the service or Olherwise under this Agreement sh,JI be borne by lhe Ccotradw,.. without .....,.....uon rrmrnbunemont lrom PA TI!. except as spc.;tically set farth in Ibis Apccment The cnlin: and complete C06I and expense of tho Contractor's scm<>es and operations h=undcr RhalJ be bome solely by Ibo~ 1111d under no circwmt1nccs shall PATii be liable ID any third party (including 1be Cantractor'& _Joy=,) for any such..,... and"'""""" incurred by the Contractor md under no circutmtancc:s sball PATH be liable to the Contmrtor for the same, ~t as specifically set forth in this Section.

14. Defaalt, Rcvecatin er Smpeuioa of Co-.tract

a. If one or tDllR of the following events shall occw-:

I. lf fite or other cause shall destroy all or a substantial part of the Facility.

2. If any governmental agency shall condemn or tab a terq,onry or permanent interest in all or a substantial part of!hc: Facility, or all of a part of PATH's interest herein;

then upon the occurrence of such event or at any time thereafter during the eontinuance thereof, PATH shafl have the right on twenty-four (24) hours written notice 10 1he Comrector to revoke this Contract, such revocation to be effective upon the date and time specified in such notice.

In suc:b event this Contract shall cease and expire on the effective date of RVOcation as if said date were the date of the expiration of tbis ~t. Such revocation shall not, howc1/a', relieve the C.ontrac.tor of any liabilities or obligations hereunder which shall have accrued on or prior to the effective date of revocation.·

b. If ooc or more of the :following events shall occur:

1. The Contraotor shall became insolvent, or shall take the benefit of any present or future insol'Yfflcy statute, or shall make a general assignment for the benefit of creditors. or file a voluntary petition in banbuptcy or a petition or answer sccld.ng an ammgement or its reorganization or the readjustment of its indebtedness" under the federal bankruptcy laws or under any other law or statute of the United States or of any State lhc:rcof, or consent to the

Stud.ant Co•tnd Terms and Conditions - PAffl Page8 of28

Rev. 2/12/10 (PA TB BIDS)

appointment of a receiver, 1tustce, or liquidator of all or substantially all its property; or 2. By order or dem:c of a oowt 1hc Conttaclor shall be adjudged banlaupt or an order .tall be

made approving a petition filed by any of the cteditors, or, if the Contractor is a COlpOl8tion. by any of the stockholders of the Contractor, seeking its imrganir.ation or the readjustment of its indebtedness under the rederaJ. bankruptcy laws or under IIJIY law or statute of 1he Uni1ed States or of any State tluftof; or

3. A petition under any part of the federal bankruptcy laws or an action under any present or future insolvency 1aw or statute shall be filed against the Contractor and shall not be dismissed within thirty (30) days after the filing thom>f; or

4. The interest of the Contractor under this Comract shall be uansfcrred to, passed to or devolve upon. by operation of law or otherwise, any other pen.on, firm or corporation, or

5. The Contractor, if a corporation., shall, without the prior written approval of the Port Au1bority, become a surviving or merged corporation in a mcrpr, a constituent corpomtion in a consolidation, or a corporation in dissolution; or

6. If the Contni.ctor is a pa,1nership, and the said partncnhip shall be dissolved as the result of any act or omission of its copartncrs m- any of them. or by operation of law or the order or decree of any court having jurisdiction, or for any other n:ason whatsoever; or

7. By or pursuant to, or under .authority of any legislative act, resolution or rule, or any order or dctree of any (:OUrt or governmental board. agency or officer having jurisdiction, a receiver, trustee, or liquidator shall take possession or control of all or sWJSlantiaDy all of the property of the Conaractor and such possession or control of all or substantially a11 of the property of the Contractor and shall continue in effect for a period of fifteen ( lS) days;

then upon the occurrence of any suoh cvait or at any time thereafter during the conlinuancc thereof, the PATii shall have the right upon five (5) days notice to the Coutractor to terminate this Contract and the rights of the Contractor hcn:under; termination to bt effCWVC upon the date and time specified. in such notice as if said date were the date of the expiration of 1bis Contract. Tamination shall not relieve the Contractor of any liabilities or obligations beremtder which have accrued on or prior to the eifective date of termination.

c. If any of the following shall occur:

1. The Contracuir llball cease, abandon any part of the: service. desert, stop or discontinue its services in the premises for any reason whatsoever and regardless of the fault of the Contractor; or

2. The Contraclor sltaU fail to mp, perform and observt cacb and e,ay other promise, covenant and agn:ement set forth irl" this Conlract on its part to be kept, performed or observed, within five (5) days after receipt of notice of default 1hereunder from PAlH or the Port Authority on behalf Of PATH(~ where fulfillment of its obligations requires activity over a greater period of tune. and the Contractor shall have: oommenccd ro perform.­whatever may be required for fulfillment within five (S) days after receipt of notice and continues such performance without interruption except for causes beyond its control);

then upon 1hc occuncnce of any such event or during the continuance thm:of, PA TH shall have llu:: rigbt on twenty four (24) hours notice to the Contractor to terminate this Contract and the rights of the Contractor hereunder, tcmination to be cffe<:tive upon the date and time specified in sooh notice. Termination shall nol: rt:lievc lhc Contractor of any liabilities which shall have accrued on or prior to the cffecti~ date of termination.

d. H any of the evuits cnumcrated in this Section sba11 oceur prior to commencement date of this Contract J> Am upon tbe occum:ncc of any such e-vmt or any time thereafter during the continuance them>fby twenty-four (24) hours notice may tenn.inatc or suspend this Contract and the rights of

Page g of28 Suluclatd Conb'act Terms ud Condldom - PA. TH

bv. 2/12/IO(PATH BIDS)

the Contractor hcnsunder, such termination or suspension to be efreclivc upon the date specified in such notiec.

e. No payment by PA m of any monies to the Contractor for any period or periods after default of any of the terms, covenants o, oonditioos hereof to be perfooncd, kq,t and obsemld by the Contta­and no actor thing done or omitted to be done by PA1ll shall be deemed to be a waiver of the right of PAm to terminate this Contract or of any other right or n::medits to which PA TII may be cntilled becau.,e of any breach thereof. No waiver by PA TII of any default on the part of the Contractor in 1hc performance of any of the: terms, covenants and conditil.lll8 hereof to be performed, kept or observed by the Contractor shall be or be construed to be a waiver by PATH of any other subsequent default in the pmfmmance of any of the said terms, covenant& and conditions.

f. In addition to all other rights of revocation or termination hacunder and notwithstanding any other provisioa of1his Contract PATH may terminate this ContracC and1he rights of the Contractor hereunder wilhout cause at any time upon five (5) days written notice to the Contractor and in &UCh event this Contnct sha11 cease and cxpme on the date set forth in the notice of termination as fully and completely u though such dates were the original expiration date hereof and if such effective date of termination is other 1han the last day of the month, the amount of the compensation due to the Contractor from PATii sba)1 be pn:,ratcd when applicable on a daily basis. Such cancellation shall be -prejudice to the rights and obligations of the parties arising out of portions already performed but no allowance shall be made for anticipated profits.

g. Any right of termination contained iu this paragraph,. shall be in addition to and not in lieu of any and all rights and remedi~ that PA 11i shall have at law or in cquiiy cousciquent upon the Contnoctoc's breach of this eon....:t and ,ball be withom prejudice to any and all such other rights and rcmcdie&. It is h=by specifically ag,oed and understood that the .....,;se by the P<m Authoriey of any right of tennination set forth in this paragraph shall not be or be ~ to be an exeroise by Ox: Port Audiority of an clcction of rancdies so as to pm:Jude PATii from any right to money damages it may have for 1he period prior to 1hc etfec;tive date of termination to the original expiration date of the Contract, lllld 1his provision shall be deemed to survive the termination of 1bis Comnct as aforesaid.

h, If (1) the Contractor fails to perform IIJY of its obligations under" this Contract or any other ._ment between PA111..- the Port Aulhority and the Contnctor (including its oblig,,tion to PA m « the Pon Authority to pay any claim. lawfully made apinst it by any supplier, subcontractor or worker or other penon which arises out of or in connection with the performance of this Contract or any other agn:cment with PATii or the Port Authority) or (2) any c;laim (just or unjust) which arises out of or in eonnection with this Contract or any other agreement between PA111 orthe l'<>rt Authorityand the C..-is made ,gainst thei'<>rt Autbority or PATil or(3) any subcontmctor under this Contract or any other 1t;tcemont bc:tween PATii or the Port Authority and the Con1ractor fails to pay any claims lawfully made against ii by any suppJier, subcontractor, worker or other lhm.i person which arise:& out of or in connmion with this Contr;u;t or any other agrcement between PAm ortbe Port Authority and the Contractor or if in the opinion ofPA'DJ or the Port Authority any of the aforesaid (:Olltingencics is likely to arise, then the Port Authority or PATH, 115 applicable; shall have the right, in its discretion, to withhold out of any payment (final or otherwise) such swns as PA TH may deem ample to protecl h against delay or loss or to assure the payment of just claims of third persons, and to apply such sums in such manner as PA TI1 may deem proper to ICCUrC such protection or satisfy such claims. All sums so applied shalt be deducted from the Contractor's compensation. Omission by PA 11{ to withhold out of any payment, final or otherwise, a sum for any of the above contingencies, even though such continpcy has occurm:l at the time of such payment, shal1 not be deemed to indicate that PAIB does not intend to exercise it& right with rupee~ to such contingency. Neither 1bc above provisions for rights of PA TH to witbhold and apply monies nor any exercise or attempted exercise of, or omission to exercise. such rishts, by

Standard ContracC Terms and Coadlttons- PATH Page 10of28

Rev. 2'12/10 (PATii BIDS)

PA 111 shall mate any obliption of any kind 10 such supplier, subcontracton, worker or other third persons. If, however, the payment of any ammuu due the Contractor shall be improperly delayed, PATii shall pay tbe Conb'ador interest thereon at the ntc of 6% per annum f01 the period of the delay, it being agreed that such interest shal1 be in lieu of and in liquidation of any dmnages to the Cmlmetnr because of such delay.

i. lf PA1H has paid any sum OJ has incurred any obligation or expense which the Contractor has agreed to pay or zt:imburse PATH, or if PATH is m:i,uircd or elecls to pay any smn oc sums or im:Ul'S any obligations or expense by rcuon of the failure, neglect or tt.1fi1sal of 1hc Contnetor to perform or fulfill any one or more of 1he conditions, covenants, or agreements contained in this Contract, or as a result of au act of omission of the Contractor contrary to the said conditions, covenants and agreements, the Contractor shaU pay to PA TH the 8UQl or uns so paid or expense so incurred, including all i-coots and danmges, ~ upon the receipt ofPAIB's-1hcrcfore. PATii may, however, in its discretion. elect to deduct said sum or sums from any payment payable by it to the Contra-.

j. If PAffl pays any installment to the Conttacior without reducing said installment as provided in this Conact, it may reduce any succeeding inst.ailment by the proper amount, or it may bill the Cootnootor for the amount by which the mstallment paid should have beeo reduocd and the Contraaor shaU pay to PA m any such amount promptly upon receipt of PA TH's stalcment the,efore.

k. PATii shall also have the rights set forth above in the event the Contractor shall become insolvent or bankrupt or if his affaira arc placed in the hmlds of a receiver, trustee or assignee for 1ht benefit of creditors.

15. Saleo or Compensotlag Use Tues Pun:has<>a ofserviees and tangtole penonaJ property by PATil m the Sla1"' of Now York and New J....,.

aro pnerally exompt lrom 8'ate and local sales and compensating ..,. '8xes, and from most federal coo:iies (Taxes). Therefore, PA lH' s purchase of the Contractor's services under this Contract is 1:X.cmpt from Taxes. Accotdin&ly, lheContnctor must not include Taxes in the price chqed to PAm for the Contractor's services Wlder this Contract. The Contntctor certifies that 1hc:rc arc no such taxes included in the prices for 1his Contract. The Coo.tmctor shall retain a copy of this Contract to substantiate the exempt sale.

The compensation set forth in ttus Agreement is the complete compensation to the Contractor, and PA 1lJ will no1 scpantely reimburse the Contnctor for any taxes unless specifically set forth in this Agm:mcnL

J(t. NoEsteppel or Waiver

PA Til shall not be preclwJed or cstopped by any payment, final or otlu:rwise, issued or made wuJer this Contract, from showing at any time the true amount and character of the services performed. or ftom showing that any S\Klh payment is io;orreet or was improperly ~ or made; and PA 111 shall not be PfflJ)uded or e:stoppcd. notwithstanding any BUCb payment, from tccavcring from the Conlractor any damages which it may sustain by reaSCRl of any failure on its part to comply stricdy with this Colmet, and any moneys which may be paid to it or for its account in excess of those to which it is lawfully eotitml.

No c1111cdlation, rescission or mnulment berwf,. in whole or as to any part of 1he services to be provided hereunder, or becauae of any breach hereof, shall be deemed a waiver of any money damages to which PA m may be: cntided because of such breach. Moreover, no waiver by the Authority of any breach of this Contract shall be deemed to be a waiver of any other or any subsequent breach.

Stimtblrd Contnct Tema nd CollllHiou - PAffl Page 11 of :ZS

Rev. 211:UlO(PATHBIDS)

17.RewrdsaadReporb The Contractor shall set up, keep and maintain ( and shall cause ilS subcontractol5 to set up, keep and maintain) in accordance with generally accepted 2';COUDting p%1lcriCC during the term of this Agreement and any extensions then:of and for three years after the expiration, termination or revocation thereof. records, payroll records and boob of account (inwuding, but not limited to, records of original Cllby and daily forms, payroll nms, cancelled checks, time records, mrion agreements, contracts with bcal1h, pension and other third party bcnofit providers) recording all tnmsactions of the Omtractor(and its s~). at, through or in any way connected with ar rdated to the operations of tire Contractor (and its subcontractors) hereunder, including but not limited to all matttta relating to the charges payable lo the Con1ractor hereunder, all WJtges and supplemental benefits pajd or provided to or for it& employees (and its subcoutractors' employees) and such additional information as PA TH may from time to time and at any time require, and also including, if apptoptiatc, recontingthc actual number 1>fbours of service provided lDldcr the Contract., and keeping separate records thereof which records and books of account sha11 be kept at all times within the Port District. The Contractor WU permit (and cause its subcontracton to permit) in ordinaiy business hours during the term of this Agreement including any extensions thereof and for three years thereafter the examination and audit by the officers. employees md teprcscntativea of PA m of ~h records and books of account and also any reoorda: and books of account of any oompany which is owned or controJled by the Contractor, or which owns or controb 1he Cootractor if said company performs services similar to those pcrlon:ned by the Contractor anywhere in the Port Distriot. However, if wilhin the aforesaid 1hrec year period PATil ha, notified the 0mtroctar in writing ofa ponding clamt by PA Til unda- or in connection with this Contract to which any of Che aforesaid neon.is and documents of the Contractor or of its subcontractors n:late either directly or indirectly, then the period of such right of acccll& shall be extm'lded to the expiration of six years from the date of final payment with m;pect to the records and documents involved.

The Contractor (and its subcontractors) sha.11, at its own expense, install, maintain and use such equipment and devices for mx>rding the labor hours of the service as shall be appropriate to its business and necessary or desirable to keep accurate records of the same and as the general manager or the Facility Superin-.tMana..,. may ftvm time to time rcqui,c, and the Con1nelor (and its subconlraclors) shall at all reasonable times allow inspection by 1be agcn11 and employees ofPAm of all such equipment or devices.

a. The Contractor hereby further agrees to fwnish to PA TH from time to time such written reports in connection with its operations bereundcruPAffl may deem necessary or des:inble. 1bcfonnatofall fonns, schedules and n:ports lumishcd by the Contnc"" to PATii shall be subject to the ccmtinuing approval of PATH.

b. No provision in this Contract giving PATii a right of access to records and documents is intended to impair or affect any right of access to teeords and documenUI which they would have in the absmce of such provision. Additional record keeping may be required wider other scctioru. of this Contract

18. Geaeral Obllgadou

a, Except where expressly required or permitted herein to be on,.!, all notices, req\lC5ts, conscnui and approvals required to be given to or by either party shall be in writing and all such notices, requests, consents and approvals shall be personally deliwrc:d to the other party during regular business hours or fmwarded to such party by United States certified mail, return teeeipt requested, addn:ssed to die other party al its address hercinbefore or hcrcaftcr provided. Until further notice the Contractor hereby designates the address shown on the bottom of the Contractors Signature Sheet as their address to which such notices, requests, consents, or approvals may be forwarded. All notices. requests, consents, or approvals of the Contractcr shall be forwarded to the: Superintendent/Manager at the Facility.

b. The Contractor sbaU comply with the provisions of all present and future: federal, &&ate and DJWllc:ipal

Page 12 of28 Standard Coutran Terms and Cenditions - PATii

Rev, 2/12110 (PA11IBIDS)

laws. rules, regulations, requjmnmts. ordinances, orders and directions which pertain to its operations under this ~t and wtneh aff<ct thc Conlraet or the pmormanoe tlu:reof and those engaged 1hcrcin as if the said Contract were being pcrionned for a private corpontion, except where stricter requirements are contained in the Contract in which case the Contraet shall control. The Comraclor shall proclB'C for itself all licenses. certificates,. permits or other authorization iom all governmental authorities, if any, having jurisdietion over the Contractor's operations hcrc:wm' which may be necessary for lhr: Contractw's operation&. The Contractor's obligatim to comply with JOvemmcntal requirements are not to be construed as a submlssion by PA 111 or the Port Authority to the application to itsclf of such requirements.

c. The Contractor sbaJJ pay all taxes, license, certification, permit and examination fees and excises which may be assessed on its property or operations hereunder or income therefrom, and shall mske all applications, reports and rctums roquirc:d in connection therewith.

d. The C..U.- shall, in coodueting its operations hereunder, take all neeessuy precautions to prot<,cl the general environment and to preymt environmental pollution., contamination. damage to property mad personal inj~. In the cvcut the Contractor encoimters material reasonably believed to be asbestos. polychlorinated bipbenyl (PCB) or any otllcr hazardous mataial, in «mducting its operatioos bertunder, the Contractor shall immediately stop Work in the uel affected and report the condition in writing to 1he Superintendent/Manager. WO?k in the affected area sba.Jl not thereafter be resumed by the Contractor c:xeept upon 1hc issuance of a written order to that effect Jiom 1hc Superintendent/Manager.

e. The Contractor shall promptly observe, comply with and execute the provisions of any and all present and future rules and regulations, requircmmts, standard orders and directions of the American IDsw'ance Association, the lnsunmcc Serviei,s Office, National F~ Protection Association, and any other body or organization exercising similar funchons which may pertain or apply to the Cootractm's operations-...

The Contractor shall not do or permit to be done any act which: 1. will invalidate or be in conflict with any fire insurance policies CO\'Cring the Facility or any

put thereof or upoo the cootmts of any building thereon; or 2. will ioorease the rate of any fire lnsuranee, extended coverage or rental insurance on the

Facility or any part thereof or upon the contents of any building 1hmeoo; or 3. in the opuuon· of PA TH will constibJte a hazardous condition, so as to increase the risk

normally attendant upon the operations contemplated by this Contract; or 4. may cause or produce in lbe premises., oc upon the Facility any unusual, noxious or

objectionable smoke, gases, vapors, odors; or S. may i~ with the cffeetivencss or acx:C$Slbility of the drainage and sewerage syslml, fire

protection ,y...., &prinlJer-. alarm syst<m, fin, hydrants and hoses, if any, installed or located or to be installed or located in or on the Facility; or

6. shall constitute a nuisance in or on the Facility or which may result in the creation, commission or maintenance of a nuisance in or on the Facility.

f. If by reason of the Comractots failure to comply with the provisions of this Section and pn1vided PATii lw given the Contractor five (S) days written notice of its faillR and the ContnMrtor shall not have cured said firi.lum widun said five (S) days, any fire insurance, extended coverage or rental insunmee _ rate on the Facility or any part thereof or upon the contents of any building thereon sba11 at any time be higher thin it otherwise would be, then the Contractor shall on demand pay PATH that part of all~ imurancc, extended coverage or rental insurance premiums paid or payable by PA 1H which shall have been charged because of such violations by the Contractor.

g. 1be Contractor shall conduct its operations hereunder so as not to endanger, unreasonably interfere with. or delay the operations or activities of any tcmmts or occupants on the premises or the Facility and, ~. shall use the same degrci of care in performance on the premises as would be reqwrcd by law of PA TI1 and. shall conduct operations heretmdcr in a courteous, efficient and safe manner.

Studard Contract Tums and CollditieDI - p ATH Page 13 of28

Rev. 2/12/IO(PATI:IBIDS)

h. The Contractor shall pnwide such equipment and medical facilities as may be necessary to supply f1tst aid service in case of aocidents to ibi pe:rsonneJ. who may be injured in the furnishmg of service hm:wldcr. The Cormctm ,ball nmintam standing arrangcmenls for the mnoval and hospi"'1 treatment of any of its personnel who may be iajured.

19. Assignmellts and SabceatractiDg

a. The Contractor shall not sell, transfer, mortgage, pledge, subcontn:ct or assign this Contract or any part thereof or any of the rish,18 gruited lErcundcr or any moneys due or ID become due to it .bercwtder or ...., into any oontract requmng or pcnnitting tbe doing of anything beieund<,-by an mdependent Contntctor, without the prior written approval ofPA111, and any such sale. transfer. mortgage, pledge, subcontract, assignment or contract without such prior written approval shall be void as to PATii.

b. All subcontractors who provide pcrmancnt ~ to the Contractor for work tmdcr this Contract shall be given written notice to comply with all ~ts of the Contract. The Contractor shall be responsible and liable f« the perfonnancc and acts of each subcontractor.

c. All persons to whom the Contractor sublets services shall be deemed to be its agents and no SUOlettiog or approval tbetcof shall be deemed to release this Contractor from its obligations under 1his Contract or to impose any oblip,tions oo PA m to such subeontnctor or to give the subcon1nctor any rights against PATII.

20. lndenudllcation and Risb Asaamed By ne Contractor

To the extmtpermiltod by law, lbe Con- shall indotmify and bold hannlcos PATH, the Port Authority, their Directors, Commissioners, officc:rs, rep:eseatatiw:s 8Dli cq,loyees ftom and against au claims and demands, just or unjust, of third pcnons (including employees, offioen, and agents of PA TH and the Port Authority) arising out of or in any way connedcd or alleF(I to arise out of or alleged to be in any way connected with the Contract and all odx:r services and activities of the Contractor under this Contract and for all expenses incurrod by it and by 111cm in the clefcme, settJemart or oalisfaclion tben,of, ino\uding without limitation thereto, claims and dcmmds for death, for persona\ iajury or for property damage, direct or consequential, whether they arise from 1he 1ICt5 or omissions of the Contractor, of PATH. of the Port Authority, of third penoo1, or from the acts of God or the public cocmy, or otherwise, including cla,jms and demands of any local jurisdiction against the Port Authority in oomection with this Contract.

The C-. assumcs lhe following risks, -!her such risks ,rise from acts or omissions (neaJigcnt or not) of the eon..-, PATII, lhc Port Authority, or lhinl penions or from any other cause, cxoeplingonly risks OC<:Mioned solely by alliimatM: willml ac1s of PATH or the Port Authority, u applioalJle, done subseq- to the opcruna of proposala oo this Coolract, and shaTI to lbe extent permiltod by law inde,Mify PATii and the Port Authority for a)) loss or damage incurred in connectioo with such risks: a. The risk of any and an loss or damage to PATH or Port Authority property, equipment (including but

not )united to automotive and/or mobile equipment), materials and possessions. on or off the p:emiscs, tbe loss or damage of which shall arise out of the Contractor's opemtions hereunder. 1'he- Conttactor shall if so directed by PATii, repair, replace or rebuild to the satisfaction of PA TH oc the Port Authority, as applicable, any and all parts of the premises or the Facility which may be damaged tt destroyed by the acts or omissions of the Contractor, its officers. agents, or employees and if the Contractor sha11 fail so to repair, replace, or rebuild with due diligence PA nI or the Port Authority, as applicable, may, at its option, perform any of the: foregoing work and the Contractor shall pay to PA TII or the Port Authority as applicable the cost thereof:

b. The risk of any and a11 loss or damage of the Contraelor's property, equipment ( including but not limited to automotive and/or mobile equipment) materials and possessions on the Facility.

c. The risk of claim. whether made against the Contractor, the Port Authority or PA m, for any and all loss or damages ocx;urring to any property, equipment (including but not Jimited to automotive and/or mobile cquipmmt), materials and possessions of the Contractor's agents, employees, materialmen and

Page 14 of28 Standard Cutract Tenm aod Coaditious - PATH

Rov. 2112110 (PAlli BIDS)

olhml pcrfunning work hereunda-.

d. The risk of cllllms for injmies., damage or loss ohny kind jmt or unjust of 1bird persons arising or alleged to arise out of the performance of work hereunder. whether such claims ue made against the Conttao"", lbe Port A-ly or PA 111.

If so directed, the Contnclor shall at its own expense defend any suit based upon any such claim m demand, even if such suit, claim or demand is powuDess, false or fraudulent, and in handling sueh shall not. without obtaining ex.press advance permission from the General Counsel of the Port Authorily, mise any defense involving in any way the jurisdictim. of th:: tnbunal over the penon of the Port Authority or PATH. the immunity of the Port Authority Of PA TH, their Directors, Commissioners. officers, agmls or employees, die govcmmcnlal nature oflbe PortAuthorily or PATii ordieprovi,ioo ofany­m,pccting suits apin,t PATH or the Port Authorily.

Neilhcr the requirements of PATH under this Conlnc~ nor of PAlll of the methods of pcrfm,...,.. hereunder nor the failure of PATii to call attention to inip1oper or inadequate methods or to require a change in the method of performance bcieunder um the failure of PATH to direct lhe Co_ ID take any particular PffC8Ul:ion or olher action or 1o refrain from doing any particular dung shall relieve the Conlraclot of illl liability for injuries to pm;on& or damage to property or environmental iq>airment arising out of its opmations.

21. App<OYal ofM .... ds

Neither the approval of PA1ll of 1he melhods of furnishing services hemmder nor 1he failure of PATH to call attadion to improper or inadequate methods or to require a dlange in the mclhod of fumi.abing services h=undcr,northofail=ofPA11ltodi=t1heCon111CtortotakemyporticularP......-.ortoTOiiain from doing· any partieulu thing shall relieve the Contracwr of ds liability for iqjuries to persons or damage to property or environmental impairment arising out of its operatioos.

22. Safely ud ae..u.... a. The Coemctor sball, in die fumiming of scrvieea h=under, exeroise o-my pm,aUli<m ID pmmt injury

to person or damqe ID popcrty or environmental impairment and avoid inconvenience to the occupan1S of w any visitors to tho Focilily. The Comnu,tor shaD, without limiting the generality hcseo~ place such -1,.,... such banicades and nilings, give such waminp, display such lights, sipals or sis,,s. place such cones and exercise precautions as may be necessary, proper or desirable.

b. The Contractor shall in case of unsafe floor wnditions due to eonstruction, wctnc:ss, spillage. sickne&a and all olher typeo ofhazanlous conditions proceed to rope off tho 11111ale .... and place~ warnings signs t.o pn:vent accidents tom occurring. The Con1ractor shall clean said area to the satisilctionoftbo Superinlelldent/Manage.

c. The Contractor shall at all times maintain in a clean and orderly condition and appcanmcc any and all facUmes provided by PA rn for 1he Conmctm', operations, and all fixlUics. sink clooets, equipmee~ and other personal p1operty of PATH which are 1acatc:d in said facilities.

23. AeddentReports

The Con .... or shall promptly iq,ort in writing to tho Manager of1he Facility and ID tho Deputy Chi~ Litigation Management of the Port Au1horit)' all accidents whatsoever arising out of or in connection with its operations hcmmder and which result in dealb or injury to persons or damage 10 property, setting forth such details thereof as PA1H may dcsin:. In addition, if death or serious injury or serious damage is caused, such accidents shall be immediately ,eported by tc1qibone ta the afon.,said representatives of PATH (or the Port Authority. as app1icablc).

Staadud Collthd Tenm lllld Colldldont - PAffl Page 15 of28

Rev. 2112110 (PATii BIDS)

---------------------------- ---

24. Trasb .Removal The Contractor shall remove daily from the Facility by means provided by lbe Contractor all garbage. debris and other waste tmtcrial (solid ot liquid) arising out of or in connection with its opemions hereunder, and any such garbage, debris and otla waste material not immediately removed shal1 be temporarily stored in a olear and sanituy condition, approml by the Superintendent/Manager and shall be kcpt ..vered except when filling or emptying them. The Contractor shall exercise care in removing suc;h garbage, debris and other waste materials ftom the Facility. Tite manner of such storage and removal shall always be uubjcct in an respects to the amtinual approval of PAm. No equipment or faeilities of PA 111 shall be used in such removal unl13 with its prior oonscnt in writing. No such garbage, debris or other waste materials shall be or be permitted to be thrown, discharged or disposed into or upon the waters at or bounding the FaciJity.

25. Lost ud Fouad l'nperty The Contractor &hall instruct its peRmlld that all items of personal property found by the Contractor's employccsat the Site must be turned in to PATii and a receipt will be issued therefor.

26. Property efdae Ceutractor a.All property oft~ Contractor at 1hc Site by virtue of this Contract shall be mnoved on or bef<n the

expiration or sooner termination or rt'YUC:ation of this Contract. b.If thc Contractor shall fail to remove its property upon the apiraaion, termination or revocation of this

Contract PA 111 may, at its option, di&poac of such property as waste or as agent for the Contn:ctor and at the risk and c,.peru;e of the Contractor, remove such property to a public warehouse, or may retain the same in its own possession, and in either event after the expiration of thirty {30) days may sell the same in accordanoc with any method deemed appropriate; the proc;:eeds of any such sale shall be applied first, to the expenses of sale and second, to any sums owed by the Conlne10l' to PATH; aoy balance remaining shall be paid to the Contractor. Any excess of the total cost of removal. storage and sale and Olher costs incurred by PATH as a result of such failure of pee fom1ance by lhe Contractor over the proceeds of sale shall be paid by the Contractor to PA111 upon dmancl

27. M..utication of Coatract

This Commct may not be changed except in writing signed by PA m and the Contractor. The Contractor agrees that no representation or warranties &ball be binding upon PA m tmless expressed in writing in this Cuutraot

28. lavalid Cluses If my provision of this Contract shall be such as to destroy its mutuality or to rettder it invalid or illegal, 1hen, if it shall not appear to have been so material that without it the Contract would not have been made by 1he parties, it shall not be deemed to form part thereof but the balance of the Contracl shall remain in filll fon:e and effect.

29. Approval of Materials, S•pplia. aad Eq•ipmeut Only Port Authority/PA TH approved materials, supplies, and equipment are to be used by the Contractor in performing the Work bcmmder. lnclusion of chemical containing materials or supplies oo the Port Authority/ PATii Approved Products List -Environmental Protection SuppJie:6 constitutes approval. The list may be TCVised from time to time and at any time by the Port Authority/PAnl and it slwl be incumbent upon the Contractor to obtain the most current list from the SuperintendeDt/Manager of the Facility.

At anytime during the Solic:italion, pre-performance or performance periods, the Contractor may propose the use of an alternate product or products to those on the Approved Products Lise- Envirorunental Protection Supplies, which product(s) shall be subject to review and approval by the Port Authority. Any alternate product so approved by the Port Authority IP A TII may be used by the Contractor in performing the Services hereunder. Until such approval is given, only products on the Approved Prodi1ct& List - Environmental

Page 16 of28 Stqdard Contract Tern: aad C11oditioa1 - P ATII

Rev. 2111110 (PATII BIDS)

Prot.cction Supplies may be used.

30. lnk!llectual Property The right to use all patented materials, applianc:cs, processes of manufaolure or types of construction, 1Jade and service marks. copyrights and 1Jade sCC!ell, collectively bereina11er refened to as "Intellectual Property Rights", in the perfomwtce of the work, shall be obtained bytbc Contractor without separate or additional compensation. Where the services under Uris Agreement require the Conmictor to provide materials, equipment or software fur the use of PATWthe Port Authority or its employees or agents, PAT!l/the Port Authority shall be provided with the Intellectual Property Rjgbts required for such use without further compensation than is provided for under this Agreement.

The Cootractor shall indemnify PA TH and the Port Authority apinBI and save it bannleas fioro all loas and expense incwred as a result of any claims in the nature of Intellectual Property Rights infringement arising out of the Contractor's or PATH or the Port Authority's use, in accordance with the above immediately pn:eeding paragraph, of any lntelleelual Propeny. The Contnctor, if requested, sball eooduet all negotiations with respect to aod defend such claims. If the Cootractar, the Port Authority or PA TH, its employees or agents be eajoined either temporarily or permaoently from the ..,. of any subject matter as to which the C-.ctor is to indemnify PATH, or the Port Authority as applicable, against infringement, theo PATH, or the Port Authority as applicable, may, without limiting any other rights it may have, require the Ccntlllctor to supply temporary or permanent replacement facilities approved by the Superintendent/Manager, and if the Coo1rllel0r fails to do so the Cootractor &ball, at its expeose, mnove all Slld! eajoined facilities and refund the cost therecf to PA TH or the Port Authority, as applicable, or bike such steps as may be necessary to insure compliance by the Contractor, and PATH (or the Port Authority, as applicable) with said injlUICtion, to the satisfaction of PA TH or the Port Authority ss applicable.

In additioe, the Contractor aball promptly arul fully infonn the Dirmor/General Manager in writing of any intellectual property rights disputes, whether existing or potential. of which it has knowledge, relating to any idea, design, method, material, equipment or any other matter related to the subject matter of this Agreement or coming to its attention in connection with this Agreement.

31. Contract Reeerd, and Documenb - PISlwerds ud Codes

When the perfonnancc of the contract services requires the Contractor to produce, compiJe or maintain records, data, drawings, or documeots of aoy kind, ,:egardloss of the media utilized, then all such records, drawings, data and documents which a,e produced, prepared or compiled in c:ooncction with this contract, shall become the propertyofPAm (or the Port Authority as applicable), and PAm (or the Port Authority as applicable) shall have the right to use or permit the use of them and any ideas or methods represented by them for any purpose and at any time without other compensation than that specifically provided herein.

When in the perfonnance of the contract SCIVices the Contractor utilizes passwords or codes for anypmpose, at any time during or after the paformance of such servic~ upon written request by PA11f (or the Port Authority as applicable). the Contractor shall make available to the designated PATH (or the Port Authority as applicable) representative all such passwords and codes.

Studanl C:O.tract Teran and Cenditiom ~ p Am Page 17of23

Rev. 2/12/10 (PATH BIDS)

•

32. High Security Areas a. Services under the Contract may be required in high security areas, as the sunc may be designated by

tho Superintendent/Manager from time to time. PATH shall requin: the obaervance of certain seourity procedorcs with respect to the high security areas, which may include the escort to, at, and/or from said high aecurity Bre8S by aecurity pc,soanc:I designatod by tho Conttacto< or any subeon...,IOl's penonnel n,quin:d to work lh=in.

b. Twenty-four houn. prior to the proposed performance of any work in a high security area. the Conlractor shall notify the Supcrintcndcm/Manager. The Contractor shall conform to the procedUtes as tm.Y be established by the Superintendent/Mana from time to time and at any time for al,CCSS to high security lll"CIIS and the escorting of pcrsomiel hcrcundcr. Prior to 1hc smt of work. the Contractor sbalJ request a description from 1he SupcrintendentlManager of the high security ucas which will be in effect on the commcnccment dat<. The dcscriptiun of high seourity areas may be changod from time to time and at any time by the SupcrintcndentlManager during the term of 1he Contnct

33. NetHltatloa of Security Reqnlremats PA m opentes facilities and systems, at which terrorism or other criminal llffi may have a significant impact on life safety and key infrastruaurcs. PA 11i reserves the right to impose multiple layers of security requirements on the performance of 1he Contract work, inoluding on 1he Conuactor, its staff' and subcontraotors and their staffs depending upon the level of security required, as determined by PATII. The Contractor shall and shall instruct its subool'ltmctors to cooperate with PATll staff in adopting security requirements. These security requimnc:nts may include but may not be limited to the following:

i. Jd<ntily Checks and Backgrmmd &=rung

Contractor/subconlraetor identity chc<b and background ......mg shall include but shall not be limited to: (1) inspection of not less than two fmns of validlcurmrt aovanmcm issued identification (at leasl one having an official photos,.pb) ID verify S1all's name and residence; (2) screening of fc<lmi state, andlor local criminal justice agency infonm.uon databases and files; (3) sc:rrming of any temlrisl i-ifieation !ilea; (4) milti-- checlt of pcnona!, employment and /or =dit history; (5) access identifu:ation to include some form of~ security mc1hodology such a:s fingerprint. facial or iris scanning.

The Contrador may be required to ba'VI: its staft and any suboontrador's staff, authorir.e PATii or its dcsignee to perfonn bacqround checks. Such authoriwion shall be in a fonn acceptable to PA TH. If PATH directs the Conl!BCtor to have identity checks and ba<qround """"11ing performed by a particuJar firm designated by PAIR. PATii will compensate the Contractor for the cost of such scn:ening pursuant to the Extra Work provisions of the Contract.

ii. Issuance of Photo Identification tank

If PA1H requires facility-specific identification cards for the Contractor's and subcontraCIOtS' staff, PA m will supply such identification cards at no cost to the Conlraetor.

iii. Access control, inspection, and monitoring by security guards:

PA 1H wm provide for facility access control. inspection and monitoring by Authority retained security guard&. Should PA m require the Contnlctor to hire sc:curity guards for the purpose of facility access control and inspection in lieu of or in addition to PA m retained facility security guards, lhe Contractor will be reimbursed for lhc cost of such ICCUri~ guards pursuant to the Extra W ode provisions of the Contract. However, this provision shall not relieve the Contractor of its responsibility to secure its equipment and work at the facility at its own expense.

Stu.dant ca.tract Tenm aod Coadldom - PAlH Page 18 of28

Rev. 2/12110 (PATilBlDS)

PATH may impose, increase, and!or upgrade security rcquhe1nents f« the Contractor, subcontrBctor.; and their staffs during lhe term of this Conttact to address chanzing security conditions and/or new aovemmental regulations.

iv. The Contractor and suboonlractois, when appropriate, shall sign Non-Disclosure Agreements (NDAs], or an Acknowledgment of an existing NOA, provided by the Authority as a condition of being granted acceas to Confidential Infonnation categorized and protected as per 11te Port Autborily of New York & New Jersey Infonnation Security Handbook (October 15, 2008, corrected a,; of Febnuiry 9, 2009).

34. Conlltl'llction In Prog,en The Contractor recognizes that c:oo&1ruction may be in progress at the Fac11ity and may continue tlwuugbout the tmn of this Contract. Notwrthstanding, the Contractor shall at all times during the term hereof maintalll lhe same S1andards of performance and cleanliness as prevails in non-affected ueas as required by the

--bemmdtr.

35. P...-Requlred Collf'med S,-Work Price to COIIUDOllCemefl of any wuric, the Conttacror sl,all - and obtain livm PATii a description of all spaces at the iacUity which arc permit-required confined spaces requirinl issuance of an OSHA permit.

Prior to the .............. , of any wo,k in a pennit-requuod confmcd space at a Port Audiority ticility requiring issuance of on OSHA pcrmi~ the Conu..tor sbail contaot the Superinlendent/Manager to obtain a PATii Con.._ Pennit-Requued Confined Spaoe Notificatim form. The notification form must be filled out and submitted prior to commencing permit-required confined space work. All confined space work shall be pcrfanned in &ccofdance with an applicable OSHArcqWlements. 1be Contractor shall provide its employees with a copy of its own company permit and aball furnish PAlH with a copy of the permit upon completion of the w«k. The Comm*' must supply all equipment reqwred for working in a confined ,pace,

36. Sips

Except with the prior written approval of PATil, the Cootnwtor sball not erect. maintain or cii&play any signs or posten or any advertising on « about the Facility.

37. VendlagMacld-,FuodPnpwatioa The Conuactor slw.ll not install, maintain or operate on 1he Facility, or on any other PA1H property, any vending m,chinea without the pri ... - approval of the Port Authority. No foods 0t be=al!"' sitall be ptepmed or consumed at lhc Facility by my of the Contractor's esnployecs except in areas as may be specifically designa1ed by PA TII for such purpose.

38. Co•fidcntial l11fonoatinJNou-hbUi:ation a. A, used herein, confidential information shall mean all infunnatioo disclosed 10 the Contractor or the persoone) provided by the C<M>Ctor hereunder which relates to the Authority's aod/or PATil's past, prescot, and future rosean:h, development and business activities including, but oot limited to. softwuo and documentalion liceosed to the Authority or proprietary 10 the Authority and/or PATii and all associated software:, source code procedures and docwnentation. Confidential infotmation shall also mean any other tangible or intangible information or materials including but not limited to computer identification numbers, access codes, passwords, and reports obtained and/or used dming the performance of the Contractor's Services under this Contract

Page 19 cf28 Stanard Cflldrac:t Terms •nd c .. ditiDns - PA.TH

~- 2/12/10 (PATH BIDS)

b. Confidential infunnation shall also mean and include collectively, as per The Port Aurhortty of New York & New Jeney lnformalion Security Handbook (Oelober JS, 2008, correcud a., of Febnto,y, 9 2009), Coolidential Proprietary Information, Confidential Privileged Information and information that is labeled, marked or otherwise identi6cd by or on behalf of the Au1bority so as to reasonably connote that such information is confidential, privileged. scnsitive or proprietary in na1uie. Confidential lnfotmation shall also include all work product 1hat contains or is derived from any of the foregaing, whether in whole or in part, regardless of whether prepared by 1he Authority or a third-party or when the Authority receives such information from othcn and agrees to treat such infonnation as Confidential.

c. The Contractor shall hold all such confidential infonnation in trust and confidence fur the Authority, and agrees that the ContJactor and the penonnel piovided by the Contractor hereunder shal1 not. during or after the termination or expiration of this Conttact, disclose to any persan, finn or corporation. nor use for its own business or benefit. any iufonnation obtained by it under or in connection with the supplying of services contemplated by this Contract. The Contractor and the personnel provided by the Contractor hereunder shall not violate in any manner any patent. copyright, trade secret or other proprietary right of the Authority or third persons in corm.cction wi~ theirs~~ heteunder, either before or-after termination or expiration of Ibis Contract. The Contractor and the personnel provided by the Contractor hereuuder sliall nof willl\illy or otlierwise perform any dishonest O;f ftaudulent acts. breach any security procedUTI:S, or damage or destroy any ~ software or documentation, proprietary or otherwise, io conncc1ioo with their services hereunder. The Contractor llhall promptly and fully inform the Director/General Manager in writing of any patent, copyright, !lade secn:t or other intellectual property rights or disputes, whether existing or potential, of which the Contracw hes knowledge, relating to any idea, design, method, -.rial, equipment or other matter related to this Con1ra<:1 or coming to the Contractor's attention in COIDlectioD with this Contract."

d. The Contractor shall not issue: nor permit to be issued any pn:ss relca1e, advertisement, or literature of any kind, ,raieluefei, to PATH (<X" lhe Port Authority as ,pplicable) or to lhe fact that goods have been, are being or will be provided to it and.lor that services have been, are being or will be pcrfonncd for it in oonnection with this Agreement. wtless the w:odor first obtains the wmten approval of PA1H ( or the Port Authority as applicable). Such approval may be withheld if for any reason PATii believes that the publication of BUCh information would be harmful to the public mtcm.t or is in any way undesirable

39. Time is of the Essence Time is of the c,mcncc in the Contractor's pcrfonnance of this Contract inasmuch as the Work to be performed will affect the operation of public facilities.

40. Helidays

The following holidays wiU be 00:scnt:d at the Site:

New Year's Day Labor Day

Martin Luther King Jr. Day

Presidents' Day

Memorial Day

lndepcnd<nce Day

Standard Coatract Tenm aDd COIMilltlans • PA TH

Columbus Day

Election Day

Velenlns Day

Thanksgiving Day

Christmas Day

Page 20 of28

&v. 2112/10 (PATll BIDS}

•

This list is subject to periodic revision and the Contractor shall be raponsible for obtaining all updated lists from 1hc office of the Superintendent/Manager. If any such holiday falls on a Sunday then the next day mall be consid=d lhe holiday and/or if any such holu!ay falls on a Salllrday then the pre<eding day shall be conaidered lhe holiday.

41. Peno-el Standards In addition lo any specific personnel requirements that may be required uodc:r the clause entitled "Personnel Rcquimnonts" in the Spccificatinns, the Cnntraotor (and any SubconlnK:IDr) shall fumub competent and adcqualely !rained pe,snnncl Iv perform lhc Work hereunder. H; in the opinion of the Supcrirrtendent/Managcr, any employee so assigned is performing lbcir" fimci:ions unsalisfactorily, they shall be repJaccd by the ContraclOr within lwcnty·four (24) hours follnwiog the Contractoc's reoeipt of the SupcrintendcntlManagcr's request for such replacement.

All Contractor's eq,loyecs pcrfonnins Work hcremidcr shall have the ability to communicate in the English language to the utcnt necessary to comprehend directions given by either lhe Contractor's supcnisory staff or by the Superinlmdcnt!Managc:r's staff'. Any employee operating 11 motor vehicle must have a valid driver's lit:enK.

42. Gemnl u•rarm lleqldremellt!I fer Contractor's Penonnel In addition to any specific uniform requirements dw may be p:quired by lhe Specifications, uniforms must be wom at all times during which lhe Services arc being performed hereunder. The ContraclOr agrocs that his/her employoes will pre=! a nea4 clean and orderly appearance at all 1imcs. Unifonns shall include the Contractor's identification badgo with pictuR ID bearing the employee's.....,, All onifunns, colms, type, and styles shall be subject to the prior approval ofthc Superintendenl/Mger. The Cm1Jactor will also be ,osponsiblc fa< ensming thst its employees arc wearing shoes _...;ate for the tasks pcrfonned The Superintmdem/Managcr shall have the right 10 require n:moval of any employee wbo shaU fail to wear the proper W>ifonn aod shoes, and the ....-ci,e of this right shall not limit the obligatioo of the ContraclOr to perform the Services or to fumish any rcqu:iRd number of employees at a specific kx:atioo. at the Site as specified.

43. Labor, Eq,dpment ud Matmals Sapplled by tloeCon...-The Cwtractor sball, at all times during the perfonoaoce of tbis c-act. fumish all ..........-y labor, supervision, equipmenl and materials necessary for the prompt and efficient pcrfomianoe of the Work, whctbcr such materials and equipment are actual)y employed in the furnishing of the Work or whether ineidcntal tbemo.

All materials as,d by1he ContiaclOr in furnishing Work hereumler shall be of such qoality as Iv accomplish the plJrJ>(J8ell of this Contract and the 5ervices 10 be furnished hcmmder in such manner so as not to damage any part of the Site.

PAIB by its ofl'"icm, cn:ptoyces and rcpmreutatives shall have the right at a1J times to examine the supplies. materials and equipment used by the ContnclOr, to observe lheopentioos of the Contnctor, its agents, servants and employees and to do any act or thing which PAm may be obligated or have the right to do under this Contract or otherwise.

All equipment. materials and supplief;; used in the performance of this Contract required hereWlder shall be used in accordance With their manufacturer's insllucti.ons.

Matcriak and supplies to be provided by the Contractor hereunder shall comply ~lb OSHA and all applicable regulations.

44. Coatraetw•s Vehides-ParJdoc .. Licenses At 1he dism<tion of the s_.,~, PATii may permit the Conttacwr during 1he elf«tive period of this Contract to park vehiclc(s) used by it in ilS opc:ntioos hereunder in such location as may from time to time or at any time be dcsignamd by the Superintendent/Manager. The Conlnlctor shall comply with

Studard Coatraet Tem11 nd Cooditions - P AlH Page21 of28

Rev. 2/12/to(PA1H BIDS)

•

such existing rules, regulations and proce<furc3 as are now in force and such reasonable future rules, regulations and procedures a, may hereafter be ,dopted by PATH for the safety and convenienoe of persons who park automotive vehicles in any parking area at the Site or for th&: safety and proper ~ who park automotive vehicles in any puking~ at the Site or for the safety and proper identification of such vehicles, and the Contractor shall also comply with an.y and all dim;:tions pertaining to such parl:ing which may be given from time to time and at any time by the SuperintendenliManaSC'. Any ..Jticle used by the Contn.etor hercunda' shall be marked or placarded, identifying it as the Contractor's vehicle.

45, Superiateodent/Manager's Autltority

In the perfor:mance of the Work hereunder, the Contractor shall conform to all orders, directions and ,equiremcnts of the Superintendent/Manager and shill perfonn the Worl< h=urulcr to the - of the Superin1mdcnt!Mangcr at such times and plates, by such methods and in such nwmcr and soqucnce as he/she ... y ,equile, and the Conuacl shill at all 51ageS be subject to bislhcr inspeotion. The Superintendent/Manager shall delemtine the llfflDUDI, qua lily, acceptability and fitne,, of all parts of the Work and shall interpret the Speci.fieations and any order& for Extra Work. The Contractor shaU employ no equipment, materials, methods or staff or pm101111Cl to which the Supa:intendeotlManager objects. Upon request, the Superintendent/Mger shall confirm in writing any oral order, direction, requirement or detmnination.

The Superintendent/Manager shalt have the authority to decide an questions in oomcction with the Scnices to be perfooncd hcmmder. The exorci,e by the Supcrin"'"dcnt/Manager of !he powers and authoritios vested in him/her by this ,cction shall be hinding and final upon PA1H and the Contractor.

46. Price Prelerace

If this solicitation has not been set aaidc for the pmposes of making an award based on bids solicited from Port Alllhority certified Minority Business, Women Business or Small Business Enterprises as indicated by the bidder pre-requisites in Part II herco( for awards of contracts. not exceeding S 1,000,000, for.

(a) Services, a price pn:fcrence of 5% is available f« New York or New Jersey Small Business Enterprises (SBE); or

(b) Services {excluding Janitorial/Cleaning Services), 8 price prefetence of 10-/o is available for New York or New Jersey Minority or .W onxm Business Enterpriaes (M/WBE),

cerlifocd by the Port Authority by the day befun: the b;d opening.

If the Bwder is a Port Auttiority certified MBE, WBE"' SBE, enter the applicable dale(s) certification was obtained in the space provided on die Signature Sheet attached hereto.

47. Goad Faith Parlldpatioa

If SJ)C(lificd as applicable lo this Contract, the Contractor shill1 use every good·failh effort to provide for meaningful participation by cenmed Minority Busine,s Enlerprises (MBEs) and cerlified Women-<>Wned Business Enterprises (WBF.s) as defined in the St.andard Contract Terms and Conditions. in aJl pmchasing, subcon~ting and ancillacy service opportunities associated with this Contract, including purchase of equipment, supplies and labor services.

Good Faith efforts to include panic::ipation by MBf.&IWBEs shaU include lhe following:

a. Dividing the services and materials to be procured into small portiona, where feastole.

b. Giving teasonable advance notice of specific cwtmcting, subcontracting and purcba&ing opponunities to such MBEsl\VBEs as may be appropriate.

c::. Soliciting services and materials. to be procured, ftom the Directory ofMBEs/WBEs, a copy of which can be obtained by contacting the Port Authority's Office of Business and.Job Opportunity at (212) 435-7819 or seeking MBEs/\VBEs from other sources.,

Page 22 of28 Siaadard Coatract Ternts and Conditicms - PATii

Rev. 2112/lO(PAfflBIDS)

• •

d. Insuring that provision is Pllde to pmvide progress paymmts to MBEs/WBEs on a time1y basis.

e. Observance of :reasonable commercial standards of fair dealing in the respective tn,de or business.

Standanl Contract Term, and Coaditiobl- PATH Page23of28

Rev. 2/12/10 (PAffl BIDS)

•

PART III CONTRACTOR'S INTEGRITY PROVISIONS

1. Certification of No Investigation (crlndual or civil a•ti-trut), ladictmeo·t, Coavictio11t Debarment, Suspension, Disqualification and Diselesure of Otller hfonnation By bidding on this Conuact, each Bidder- and cacb person signing on behalf of any Bidder certifies, and in the case of a joint bid each party thereto certifies as ro its own organization, that the Bidder and each parent andf or affiliate of the Bidder has not

a. been indicted or convicted in any jurisdiction; b. been suspended, debarred, found not responsible or otherwise disqua1ified from entering into

any contract with any govanmental agency or been denied a govcmmcnt c;ontract for failure to meet standards related to the integrity of the Bidder;

c. had a contract terminated by any govcnuncmal agency for breach of contract or for any cause based in whole or in part on an indictment or conviction;

d. ever used a name, trade name or abbreviated name, or an Employi::r Identification Nwnber different from those inserted in the Bid;

e. had any business or profcssiooal license suspended or revoked or, within the five years prior to bid opening, had any unction impoBCd in excess of SS0,000 as a result of any judicial or administrative proceeding with rcspcct to any license held or with respect to any violation of a federal, state or local environmental law, rule or Rglllation;

f. had any sanction imposed as a result of a juctieial or administmtive procee.ding n:latcd to fraud, extortion, bribery, bid rigging, embezzlement, misrepresentation or anti-trust regardless of the dollar amount of the sanctions or the date of their unpoiition; and

g. been, and is not cum:ntly, the &Ubject of a criminal investigation by any federal, state or local prosecuting or investigative agency and/or a civil llllli-trost investigation by any federal. Slak or local prosecuting or investiptm, agem:y.

2. Non-Collusive Bidding, a•d Cede of Elbies Certlfiadon, Certllieatlon or No Sollchaliou Based 0. Commission, Percentaae, Broteraae, Contingent or Odler -By bidding on this Contract, each Bidder and each PffliOl1 signing on behalf of any Bidder certifies, and in the case of a joint bid, each party thereto certifies as to its own organization, that

a. the prices in its bid have been mrived at independently without collusion, consoltatioo, communication or agm:ment for the purpose of restricting ~lion, as to any matter relating to such prices with any other bidder or with any competitor;

b. the prices quoted in its bid have not been and will not be knowingly disclosed directly or indirectly by the Bidder prier to the official opening of 511Ch bid to any other bidder or to any competitor;

c. no attempt has been made Ind none will be made by the Bidder to induce any other person, partnenhip or corporation lo submit or not to submit a bid for 1hc purpose of restricting competition;

d. this organization has not made any offers or agreements or tabn any other action with respect to any Authority or PA TII employee or funner employee or immediate family member of either which would constitute a breach of ethical standards under the Code of Ethics dated April 11, I 996, (a copy of wbicl!. is available upon request to the individual named in lhe clause hettiof entitled "Biddq"s Questions"), nor does this organization have any knowledge of any act on the part of an Authority or PA m employee or fonncr Authority or PA TII employee relating either ~Uy or indirml.y to tlus organiution which constitutes a breach of the ethical standards set forth in said Code;

e. no person or selling agency other than a bona fide employee or bona fide established commercial or selling agency maintained by the Bidder for the purpose of sc~ business, has been employed or retamed by the Bidder to solicit or secure this Contract on the understanding that a cormnission, percentage, brokerage, contingent, or other fee would be paid

Pagc24of28 Stalllbrd Coatraet Temu I.Del Coaditio•• - PA TH

Rev. 2/12/10 (PATH BIDS}

• •

to such person or selling agency; and f. the bidder has not offeR:d, promised or given, demanded. or accepled. any undue advantage,

directly or indirectly, to or from a public official« employee, political candidate, party or party official, or any private sector employee (including a pcnon who directs or worlcs for a priw.tc sector enterprise in any capacity), in order to obtain. retain, or direct business or to ~e any other improper advantage in connection with thi5 CGntJact.

The foreguing ccrtificatioos shall be deemed to be made by the Bidder~ follows:

•

•

if the Bidder is a corporation, such certification shall be dec:mcd to have been made not only with respect to the Bidder itself, but also with respect to each pamit, affiliate, ~· and officer of the Bidder, as well as, 1o the best of the certifier's knowledge and bcJtef, each stockholder of the Bidder with an ownership interest in excess of l ODA-; if 1he Bidder is a partnenhip, such certification shall be deemed to have been made not only with respect to the- Bidder itself, bot also with respect to each parmcr.

Mom;,vcr, the fott:going eertifi'8tions, if made by a corporate Bidder, shall be deemed to have been authorized by the Board of Directors of the Bidder, and such authorization shall be decmccl to include the signing and submission of the bid and lhe inc:IU11ioa then=in of such certification as die act and deed of the co,poralioD.

In any case when, the Biddor ""'-' mm Ibo fcxogomg certificatious, the Bidder shaD so Slate and shall furnish with 1he signed bid a signed statement which sets forth in detail the reasons therefor. lfthc Bidder is uncenain as to whether it can make the foregoing certifications. it shall so indicate in a signed statement fumishcd with its bid, setting forth in such statement 1he tcaSODS for its uncertainty. As a result of such <tisclosme, 1he PATH ,ball_ appropriale action up to and mcluding a finding of .........,miliility.

Failure to make the required disclosures shaU Jead to administrative actions up lo and including a finding of -,ibility.

Notwi1hatarnfing that 1lle Bidder may be able to mm Ibo foregoing =tificalicms at 1lle time 1lle bid is submnt.d, 11le Bidder "'811 imm<diatoly nolify PATH in writin& during Ibo period of i=Yocability of bids oo Ibis Contrad of any change of cin:umstaoceg which might under this clause make it uoable to make the foregoing certifications or require disclosure. The fon,going certifications or signed statement shall be deemod to have been made by the Bidder with l\,ll la>owleclge lhal they woold bceomea port ofthcrecanl,; of PAm and that PATH will tcly on their1ruth and accuracy in awarding this Cootract. In the event that PATH &bould delamine al any time prior°'~ to the award of Ibis CoPl,act that the Bidder bas fal,ely certified as lo any material item in 1he foregoing certifications or hu willfully or ftaudulently furnished a signed &taten1et1t which is false in any material respect, or has not tully IJld accurately l'Cfl'CICDlcd any cimunslanee with rcapc,ct to any item in the fosqoing certifications required to be disclosed, PA'ffi (or the Port Aulhority as applicable) may determine that the 13idder is not a responsible Bidder with respect to its bid on the Cmliact or with respect to future bids on PATH (or Port Authority) contracts and may emcise such other nmedies as are provided to it by the Conhact wilh respect to these matters. In addition, Bidders are advised that knowingly providing a false certification or statement pursuant hereto may be the basis for prosecution for offering a fillse instrument for filing (see e.g. New York Penal Law. Section 17S.30et seq.). Bidden are also advised that the inability to make such certification will not in and of itself disqualify a Bi~, ~ thal in each instmce PATii will evaluate the mlSOllS therefor provided by the Bidder. Under certatn wcumstances the Bidder may be required as a condition of Contract award to enter into a Monitoring Agreement under which it will be requmd to 1akc certam specified actions, including compensating an independent Monitor to be selected by PATB, said Monitor to be charged with, among other things, auditing the actions oftbc Bidder to dc:tmninc: whctbcr its business practices and relationships indicate a level of integrity sufficient to permit it 1o continue business with PA Ill and the Port Authority as applicable).

StaaUrd Coatnd Ternm and Condition,- PAffl Pagc25of28

R<v. 2112110 (PATii BIDS)

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3. Bidder EligtbWty for Award or Contracts -Detenoinatlo. by an Agency of die State of New York or New Jersey Coacenaiq: Eli&i,bility to Receiw Public Coatracts

Bidders are advised that PATH has adopted a policy to the effect that in awan:ling its contracts it will honor any dctcrmination by an agency of the State of New Y Olk or New Jeraey th&t a Bidder is not eligible to bid on or be awarded public contracts because the Bidder has been determined to have engaged in illegal or dishonest conduct or to have violated prevailing rale of wage legislatiOIL

The policy permits a Bidder whose ineligioility has been so determined by an agency of the State of New York or New Jency to submit a bid on a Port Authority contract and then to establish that it is eligible to be awarded a contract on which it has bid be<.ause (i) the atate agency determination Telicd upon does not apply to the Bidder, or (ii) the state agency detmnination relied upon was made without affording the Bidder the notice and heiring to which the Bidder was entitled by the ttqllimnents of due pocess of law, or (iii) the state agency determination was clearly erroneous or (iv) the state determination relied upon was not based on a finding of conduct demonstrating a lack of integrity or violation of a prevailing rate of wage law.

The full text of the resolution adopting the policy may be found in the Mimltcs of the Port Authority's Board of Commissioocrs meeting of Septernbcr 9, 1993.

4. No Glib, Grotolties, Offen of Eaiploymea~ Etc.

During the term of this Contract,. the Contmctor shall not offer, give or agree to give anything of value either to a Port Authority or PA TI! employee, agent, job shopper, c:onsultant, construction manager or other person or firm ~g the Port Alltbority, orto a member of the immcxliatc family (i.e., a spouse, child. parent, brother or sister) of any of the fon,golll&, in cormcctioo with the pcnormm,ce by sud, -loycc, aga>~ job shopper. consultant, con&bUction manager or other pmon or firm representing lht Port Allthority or PA m of duties invo1ving tnmsaclions with the Contractor on behalf ofthc: Port Authority oc PATii, whether or not such duties ae related to this Contract or any other Port Au1hority contract or matter. Any such conduct shall be deemed a material breach of this Contract.

As. used hcrcin •anytmng of vatue• shall include but not be limited to any (a) favors, such as meals, .,,-.., tran,pm1ation (Olher than that eont-latod by the Contract°' any other P<H< Authority or PATH cont,ael}, etc. which might 1""d to obligate the Port Authority or PATil employee to the Con"'""°', and (bl gift, gratuity, money, goods, equipmc:nt, service&, lodging, discounts not available to the gmera1 public, offers or i-omises of employment. loans or the cam:dlation thc:reof, preferential trcatmcnt or business opportunity. Such term shall not inol\Jde oompensation contemplated by this Contract or any other Port Authority or PATH conlract. Where used herein, the term •port Authority" sha11 be deemed to include all subsldiarica of the Port Authority.

The Contractor shall insure that no gratuities of any kind or nature whatsoever shall be solicited or accepted by it and by ita pcrsmmel for any reason whatsoever from the passengers, tenants, customers or other persons using !he Facility and shall so instruct its personnel.

In addition, during_the term of trus Contract, the Contractor sba11 not make an offer of employment or use confidential information in a manner proscribed by the Code of Ethics and Financial Disclosure dated April 11, 1996. (a copy of which is available upon request to the Office of the Secretary of the Port Authority}.

The Cootractor shall include the provisionsofthis clause in each subcontract entered into under this Contract.

S. C.DfUct of Interest

During the term of this Contract, the Contractor shall not participate in aey way in the prepamtioo, negotiation or award of any contract ( other than a contn.ct for its own services to PA 1H) to which it is contemplated PA TH

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or 1be Port Authority may become a party, or participate in any way in the ieview or resolution ofa claim in connoction with such a cootraet if the Contractor bas a substantial financial interest in 1he contmctor or potential contractor of PA m or 1he Port Authority or if the Contractor has an amngement for future cmplO}'IDCllt or for any other business relationship with said contractor or potential contractor. 1lOf shall the Contractor at any time take any other action wbioh might be viewed as or give the appeenmce of conflict of interest on its pan. If the possibility of such an mangement for future employment or for another business mangement has been or is the subject of a previous or CUITC!lt discusaion, or if the Contractor has reason to believe such an anaDJCDlCllt may be the subject of futln discussion, or if the Contnctor has any fmancial interest, subslantial or not, in a contractor or potential commetor of PATH or the Port Authority, and the Coo1ractor'B participation in ~ preparation, negotiation or award of any contniet with such a contractor or the review or re&0lution of a claim in eonncction with such a contract is contemplated or if the Contractor has tea801l to believe that any other situation exists which might be ~d as O[ give the appearance of a cmdlict of interest, the Contractor shaU immediately inform the Director/General Manager in writing of such situatioll giving the full details thereof. Unless the Contractor receives the specific wnttm approval of lhe Director/General Manager, the Contractor shall not tab the contemplated action which might be viewed as or give the appearance of a conflict of interest. In the event the DirectorlGcncral Manager shall determine that the performance by the Contractor of a portion of its Services wider 1lU$ Ap-cement is precluded by the provisions of this numbm4 paragraph, or a portion of the Conuaetor's said Services is detmnined by the Director/General Manager to be no longer appropriate because of such preclusion, then the Direclol"/Gencral Manager shall have full aulhority on. behalf of both parties to order that such portion of the Contractor's Services not be performed by the Contractor, reserving the right, however, ID haw the Services pmonncd by olbora and any Jump swn compensation peyahle hemmder which is applioablc ID the deleted w..-k ,hall be equitably adjusted by the parties. The Contractor', oxccution of this document sbaD CODStitutc a rep,cscntation by the Contractor that at the time of such cxcwtion the Conlnletor knows of no circumslances, present or anticipated. which come within the provisions of this paragraph. or which might o1bcrwise be viewed as or gjw: the appcanmce of a conflict of interest on the Contractor's part. The Con~~ acknowledges that PA1H (or the Port Authority as applicable) may preclude it from involvement in ca1ain duipositionlprivatizat initiatives or transactions that result from the findings of its evaluations hereunder or &om participation in any contract which rcsulrs, directly or indircctJy, from the Services provided by the Con __ _

6. Delinltimu

As USed. in 1his section, the following terms &ha)) mean:

Affiliate .. Two or more firms are affiliates if a parent owns more than fifty percent of the valing stock of each of the firms, or a common shareholder or group of shareholders owns more than fifty percent of the voting 5lock of each of 1he finn,, or if the fmns have a conunon proprietor or genen.1 partner.

Agency or Governmental Agency. Any federal, state, city or other local agency. including departments, offices, pu.blic audiorities and corpon.tions, boards of education end higher education, public devel_... corporations, local c!cwlopment cmporations and otl,e,-s.

~gatjQJJ -Any inquiries made by any fedenil, state or local criminal prosecuting agency and any mquuies concerning civil anti.-ust investigations made by any federal, state or local governmental ~gen~. Except for inquiries concerping civil anti-trust investigatiom, the term does not include I~ made by any civil govenunc:nt agency concerning compliance with any regulation, the nature of which does not carry criminal penalties, nor does it include any background investigatioos for employment,. or Federal, State, and local inquiries into tax returns .

.Qfiim-AJty individual who serves as chief executive officer, chief financial officer, or chief operating officer of the Bidder by whalem' titles known.

?!rm!· An individual, partnership,joint ventw-c m- corporation which owns more than 50% of the

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voting stock of the Bidder.

If the solicitation is a Request for Proposal:

Bid - shall mean Proposal; l!ill!l<r -sbalt mean Proposer; Bidding - shall mean submitting a Proposal.

In a Conlract resulting from the taking ofbids:

llli! - shall mean bid; ~-shall mean Bidder; Bidding - shall mean executing this Contnlct.

In a Con1ract 1'8Ultin& from the 1aking of Proposals:

!!i!!- sball meu Proposal; !!i!!!l!,r_- shall mean Proposer; Bidding - shall mean cxccuting this Contm;t.

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