FOl #16176

Olivencia, Mildred

From: alexgetpavedcomSent: Tuesday, July 21, 2015 12:59 PMTo: Olivencia, MildredCc: Torres-Rojas, Genara; Van Duyne, Sheree; Ng, DannySubject: Freedom of Information Online Request Form

Information:

First Name: AlexanderLast Name: AlbrechtCompany: 980 PLOW CORPMailing Address 1: 2351 Richmond TerraceMailing Address 2:City: Staten IslandState: NYZip Code: 10302Email Address: a1exgetpaved.coniPhone: 7189807569Required copies of the records: No

List of specific record(s):We are requesting copy of the 2014-2015 snow removal contract including to whom the contract was awardedfor The Teleport on Staten Island.

NE PORTAUNORDTV OF NY& NJ

FOl Administra (Of

August 6, 2015

Mr. Alexander Albrecht980 Plow Corp.2351 Richmond TerraceStaten Island, NY 10302

Re: Freedom of Information Reference No. 16176

Dear Mr. Albrecht:

This is in response to your July 21, 2015 request, which has been processed under the PortAuthority's Freedom of Information Code (the "Code", copy enclosed) for a copy of the 2014-2015 snow removal contract including to whom the contract was awarded for the Teleport onStaten Island.

Material responsive to your request and available under the Code can he found on the PortAuthority's website at http://wNvw.pggytij. gov/cori2orate-informatioii/foi/16176-C,pd Paper

copies of the available records are available upon request.

Pursuant to the Code, certain portions of the material responsive to your request are exempt fromdisclosure as, among other classifications, personal privacy.

Please refer to the above FOl reference number in any future correspondence relating to yourrequest.

Tr

tntrulyy 's,

FOJ Administratoli

Enclosure

4 V//odd Trade Cerite 181h /::ioor750 Greenwich StreetNew York, NY 10007T: 272 435 7348 I-: 212 435 7555

THE PORTAUTHONETYOF NY& NJ

February 6, 2015

VIA EMAIL - dinorillo@alkyha.com

Executive Commercial Maintenance45 Rockefeller Plaza - 20111 FloorNew York, NY 10111ATTN: David Morillo - Sr. VicePresident

RE: SNOW REMOVAL SERVICES AT THE TELEPORT, STATEN ISLAND, NYBil) #40710 - CONTRACT #4600010276/PO #4500065713

Dear Mr. Morillo:

Your bid, including addenda I through 5, addressing the subject Contract has been accepted.The term of this Contract shall be for three (3) years effective February 7, 2015 throughFebruary 6, 2018, subject to earlier termination or extension as provided for in the Contract;

In accordance with the insurance provisions of the above referenced Contract, and prior to thecommencement of work, you shall submit an original Certificate of Insurance to the attention of theGeneral Manager, Risk Management, The Port Authority of New York and New Jersey, 4 WTC, 19th

Floor, New York, NY 10006. Additionally, please email a copy of the certificate to Bill Bolger atbbolger(2i panynj. gov, This Certificate must also be annotated with CITS tracking number #4673,

Your facility contact is Bill Bolger who can be reached at 718-697-3605. If you have any questionsconcerning the award of this Contract, please contact meat (201)395-3407.

For invoicing and correspondence purposes, Purchase Order #4500065713 has been assigned to thisContract.

Sincerely,

Selene OrtegaOperations ManagerCommodities & Services DivisionProcurement Department

Procurement Department2 Montgomery Street 3rd FloorJersey City NJ 07302T:201 3953405

PROCUREMENT DEPARTMENT2 MONTGOMERY STREET, 3 111) FL.

JERSEY CITY, NJ 07302

INVITATION FOR BID/PUBLIC BID OPENING

13W INFORMATION

ISSUED DATE. DECEMBER 5, 2014

TITLE: SNOW REMOVAL SERVICE, ES AT THE TELEPORT,STATEN ISLAND, NY

1310 NO.: 40710

$UBMI ,1 SE\ bE]) 811)8 nrFORE TIlE DUE DATE AND TIME to intL ABOVE ADDRESSWIIF,RE 11IEY WILL BE PUBLICLY OPENED AND RCAD

BID DUE DATE: December 23, 2014 TIME: 11:00 AM

BUYER NAME: Selene Ortega PHONE NO.: (201) 395-3407FAX NO.: (201) 395-3425EMAIL: sortegapanyuj.gov

BIDDER INFORMATION(TO BE COMPLETED BY THE B(DDER)

.-o\

I

0

0

UIUI

C,C0

UtSENTATIVE TC

(NAME OF BIDDING ENTITY)

r t\ \c

C (ADDRESS)

(c1Y, STATE AND ZIPZIP CODE) C)CONTACTNAME & TITLE (TELEPIIOi

/çtfts 7?'• 1 oL

ERAL TAX LI), NO,)

AX

Sb BUSINESS CORPORATION -PARTNERSHIP INDIVIDUAL

_____ OTHER (SPECIFY):

I%cv. 0910712010

INVITATION FOR 1311)

o COVER PAGE: BID AND BIDDER INFORMATION

o PART[ - STANDARD INFORMATION FOR BIDDERS

o PART II - CONTRACT SPECIFIC INFORMATION FOR BIDDERS

a PART III CONTRACT SPECIFIC TERMS AND CONDITIONS

o PART IV - SIGNATURE SHEET, NAME AND RESIDENCE OF

PRINCIPALS AND PRICING St IBET(S)

10 PARt V. - SPECIFICATIONS

o STANDARD CONTRACT TERMS AND CONDITIONS

TABLE OF CONTENTS PART I -PART I-STANDARD INFORMATION FOR BIDDERS Rev 9/23/14 (PA)

PART I - STANDARD INFORMATION FOR BIDDERS, TABLE OF CONTENTS

I General information: The Port Authority of New York and New Jersey ...... ......... 3

2. Forri and Submission of Bid .................................................................................3 Vendor Profile ......... ................. ............... ............... .................. ..... ..................... .....44. Acknowledgment of Addenda__ ... ................ ............................ 45, Firm offer—_ ..........................................................................................................46. Acceptance or Rejection of Bids.............................................................................47. Bidder's Questions ................ .___ ... ___ ............ .................................. ............ ....5S. Additional Information To and From Bidders.... ...... .......................... .................. ..59. Union Jurisdiction .... .. .................... .............. ..... ................... ................. ................ ..S10. Assessment of Bid Requirements ...................... ........ .......... ........ .. ..... .................... SII. Bidder's Prerequisites .............. ... ........... ............. ....... ... ..... ......... ....... ... ...... ............ S12, Qualification Information .......................................................................................6I). Contractor's integrity Provisions ............................................................................714, Facility Inspection ...................... ................. ... ........ ..... .......................... ............. ..... 815. Available Documents - General ........ ........ ............. ............. .. ............. ..................... 816, Pre-award Meeting........ .......... .......... .............................................. ........................ 817. Price Preference ......................................................................................................818. M/VBE Subcontracting Provisions ......... ................................. ............... .............. .819. Certification of Recycled Materials ......................................................................1020. City Payroll Tax ....................................................................................................1121, Additional Bidder information .............................................................................IiATTACI-JMEN1' 1 A Certified Environmentally Preferable Products/Practices ..... 12

PART 1-2PART I STANDARD INFORMATION FOR BIDDERS Rev. 9/23/14 (PA)

PART I - STANDARD INFORMATION FOR BIDDERS

I. General Information; The Port Authority of New York and New Jersey

The Port Authority of New York and New Jersey (the "Port Authority" or the"Authority") is an agency of the States of New York and New Jersey, created andexisting by virtue of the Compact of April 30, 1921, made by and between the two States,and thereafter consented to by the Congress of the United States. It is charged withproviding transportation, terminals and other facilities of trade and commerce within thePort District, The Port District comprises and area of about 1,500 square miles in bothStates, centering about New York Harbor, The Port District includes the Cities of NewYork and Yonkers in New York 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, ill two States. The Port Authority managesand/or operates all of the region's major commercial airports (Newark LibertyInternational, John P. Kennedy International, Teterboro, LaGuardia, Atlantic CityInternational, and Stewart International Airports), marine terminals in both New Jerseyand New York (Port Newark and Elizabeth, Howland Hook and Brooklyn Piers); and itsinterstate tunnels and bridges (the Lincoln and Holland Tunnels; the George Washington.Bayonne, and Coethals Bridges; and the Outerbridge Crossing), which are vital"Gateways to the Nation,"

In addition, the Port Authority operates the Port Authority Bus Terminal fitthe largest facility of its kind in the world, and the George Washington Bridge andJournal Square transportation Center bus stations. A key link in interstate commute,travel, the Port Authority also operates the Port Authority Trans-Hudson Corporation(PATH), it rail transit system linking Newark, and the Jersey City and Hobokenwaterironts, with midtown and downtown Manhattan. A number of other key propertiesare managed by the agency including but not limited to a large satellite communicationsfacility (the Teleport) in Staten Island, and a resource recovery co-generation plant inNewark. Prior to September t I, 2001, the Port Authority's headquarters were located inthe World Trade Center, and that complex is still owned and being partially redevelopedby the Authority.

2. Form aitd Submission of Bid

The Bidder shall review carefull y every provision of this document, provide all theinformation required, and sign and return one entire copy to the Port Authority inaccordance with the instructions on the Cover Sheet and Part 11 Contract SpecificInformatiom for Bidders. The Bidder should retain one complete duplicate copy for itsown use. The "Signature Sheet" contained herein must be completed and signed by theBidder, The Pricing Sheet(s) contained herein must also be completed The Bid shall besealed in the enclosed self-addressed envelope conspicuously marked with the Bidder'sname, address, and Vendor Number, if available, In addition, the outside of the packagemust clearly state the Bid Title, the Bid Collective Number and the Bid Due Date.Failure to properly label submissions may cause a delay in identification, misdirection ordisqualification of the submissions. fit this bid, the Bidder offers to asunie the

PART I -3PART! - STANDARD INFORMATION FOR BIDDERS Rev. 9133/14 (PA)

obligations and liabilities imposed upon it herein and expressly makes the representationsand warranties required in this document,

All Bids must he received by the bid custodian on or before the due date and timespecified on the cover page, at which time they will he publicly opened and read. Bidsare only accepted Monday through Friday, excluding Port Authority holidays, betweenthe hours of 8:00 am. and .5:00 p.m., via (I) regular mail, (2) express delivery service(e.g. UPS), or (3) hand delivery. It'your Bid is to be hand-delivered by messenger or youare planning to attend the fonnal bid opening, please note that only individuals with validphoto identification will be permitted access to the Port Authority's offices. Individualswithout valid identification shall be turned away and their packages not accepted. Bidsthat are not received by the bid custodian by the scheduled bid opening date will beconsidered late,

3, Vendor Profile

To ensure maximum opportunities, it is vitally important that Bidders keep their vendorprofiles up to date with an appropriate e-mail address, as this will enable their firm toreceive timely notice of advertisements, reminders, solicitations and addenda. Biddersmay update their vendor profile or register as a Port Authority Vendor by accessing theairline registration system at https:f/panynjprocure.coni/VenLogon.asp

4 Acknowledgment of Addenda

If any Addenda are posted or sent as part of this Bid, the Bidder shall complete, sign andinclude with its Bid the addenda form(s). fit event any Bidder Fails to conlbrm tothese instructions, its Bid will nevertheless be construed as though the Addenda had beenacknowledged.

If the Bidder downloaded this solicitation document, it is the responsibility of the Bidderto periodically cheek the Port Authority website at http://www,panynj.gov/business-

opportunitiRs/bid-proposal-ad vertisements.ht nit and download any addenda that mighthave been issued in connection with this solicitation.

5, Firm Offer

The Bidder, offers to provide the Port Authority of New York and New Jersey theservices and to perform all Work in connection therewith required under this Contract, allas specified by the terms and conditions of the Contract, based on the Pricing Sheetsprovided herein.

EXCEPTIONS TAKEN OR CONDITIONS IMPOSED BY A BIDDER TO ANYPORTION OF THE CONTRACT DOCUMENTS WILL RESULT INREJECTION OF THE BII

6. Acceptance or Rejection of Bids

The acceptance of a Bid will be by a written notice signed by an authorizedrepresentative on behalf of the Authority. No other act of the Port Authority, itsCommissioners, officers, agents or employees shall constitute acceptance of a Bid, The

PART 1-4PART I - STANDARD INFORMATION FOR BIDDERS Rev. 9/23/14 (PA)

Port Authority reserves the unqualified right, in its sole and absolute discretion, to rejectany or all Bids or to accept any Bid, which in its judgment will best serve the publicinterest and,to 'valve defects in any Bid. No rights accrue to any Bidder unless and untilits Bid is accepted.

7. l3tdder's Questions

Any questions by prospective Bidders concerning the Work to be performed or the termsand conditions of the Contract may be addressed to the Contracts Specialist listed oilCover Sheet of this document. The Contracts Specialist is only authorized to direct theattention of prospective Bidders to the portions of the Contract. No employee of the PortAuthority is authorized to interpret any portion of the Contract or to give information inaddition to that contained in the Contract. When Contract interpretation or additionalinformation as to the Contract requirements is deemed necessary by the Port Authority, itwill be communicated to all Bidders by written addenda issued under the name of theAssistant Director, Commodities & Services Division, Procurement Department of thePort Authority and may be posted oil Port Authority website, Addenda shall beconsidered part of the Contract,

8, Additional Information To and From Bidders

Should the Authority require additional information from the Bidder in connection withits bid, such information shall be submitted within the time frame specified by the PortAuthority.

If the Bid4r is a corporation, a statement of the names and residences of its officersshould be submitted oil Name and Residence of Principals Sheet, directly followingthe Signature Sheet.

9. Union Jurisdiction

All prospective Bidders are advised to ascertain whether any union now represented ornot represented at the Facility will claim jursdietion over any aspect of the operations tobe performed hereunder and their attention is directed to the paragraph entitled"Harmony" in the Standard Contract Terms and Conditions.

10.Assessment of 131(3 Requirements

The Bidder should carefully examine and study the entire contents of these biddocuments and shall make it ,; own determinations as to the services and materials to besupplied an1 all other things required to be done by the Contractor.

11, Bidder's Prerequisites

Only Bids from Bidders that call demonstrate meeting the prerequisitesspecified within Part II hereof at the time of bid submission will be considered, Byfurnishing this document to the Bidder, the Port Authority has not made a determinationthat the Bidder has met the prerequisites or has otherwise been deemed qualified toperform the services, A determination that a Bidder has met the prerequisites is noassurance that it will he deemed qualified in connection with other bid requirementsincluded hctein,

PAWI't - SPART! - STANDARD INFORMATION FOR F3IDDERS Rev. 9/23114 (PA)

12. Qualification Information

The Port Authority may give oral or s\9utterl notice to the Bidder to furnish the PortAuthority with information and to meet with designated representatives of tile PortAuthority relating to (lie Bidder's qualifications and ability to fulfill the Contractor'sobligations hereunder, The requested information shall be submitted no later than three(3) days açter said notice tinless otherwise indicated, Matters upon which the PortAuthority may inquire may include, but may not be limited to, the following:

a. The Bidder may he required to demonstrate that it is financially capable ofperforming this Contract, and the determination of the Bidders financial qualificationswill be made by the Port Authority in its sole discretion. The Bidder shall submit suchfinancial arkl other relevant information as may be required by the Port Authority fromtime to time including, but not limited to, the following:

I. (I) Certified financial statements, including applicable notes, reflecting theBidder's assets, liabilities, net worth, revenues, expenses, profit or loss andcash low for the most recent calendar year or the Bidder's most recentfiscal year.

(ii) Where the certified financial statements set forth in (i) above are notavailable, then either reviewed or compiled suitements frontindependent accountant setting forth the aforementioned information shallbe provided,

(iii) Where neither certified financial statements nor financial statementsfrom an independent accountant are available, as set forth in (I) and (Ii)above, then financial statements containing suchinfomiation prepareddirectly by the Bidder may be submitted; such financial statements,however, must be accompanied by a signed copy of the Bidder's mostrecent Federal income tax return and a statement in writing from theBidder, signed by an executive officer or their authorized designee, thatsuch statements accurately reflect the present financial condition of theBidder.

Where the statements submitted pursuant to subparagraphs (i), (ii) or (iii) aredined prior to for y-five (45) days before the bid opening, then the Bidder shallsubmit a Statement in writing, signed b y an executive officer of the Bidder or theirdesignee, that the present financial condition of the Bidder is at least as good asthat .shown oil statements sit bmi tted.

2. Bidder's statement of work oil hand, including any work oil a bid hasbeen sit brn i tted, and containing a description of the wait, the

annual dollar value,the location by city and state, the current percentage of completion, the expecteddate for completion, and the name ofan individual most familiar with the Bidder'swork on these jobs.

3, The name and address of the Bidders banking institution, chief bankingrepresentative handling the Bidder's account, the Bidder's Federal EmployerIdentification Number (i.e., the number assigned to firms by the FederalGovernment for tax purposes), the Bidder's Dun and Bradstreet number, if any.

PART 1-6PART I-. STANDARD INFORMATION FOR BIDDERS Rev, 9/23/14 (PA)

the name of any other credit service to which the Bidder has furnishedinformation, and the number, if any, assigned by such service to the Bidder'saccount.

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

c. If the Bidder is it corporation: (I) a copy of its Certificate of Incorporation and, ifapplicable, all Amendments thereto with a written declaration signed by the Secretary ofthe Corporation with the corporate seal affixed thereto, stating that the copy furnished is atine copy of the Certificate of Incorporation and any such Amendments as of the date ofthe opening of the bid and (2) if the Bidder is not incorporated under the laws of the statein which the service is to be performed, a certificate from the Secretary of State of saidstate evidencing the Bidder's legal qualification to do business in that state.

d. A statement setting forth the names of those personnel to be in overall charge of theservice and those who would be exclusively assigned to supervise the service and theirspecific roles therein, setting forth as to each the number of years of experience and inwhich functions and capacities each would serve.

e. Information to supplement any statement submitted in accordance with the StandardContract Terms and Conditions entitled 'Contractor's Integrity Provisions,

I In the event that the Bidders performance on a current or past Port Authority or PoetAuthority Trans- Had soil Corporation (PATH) contract or contracts has been rated lessthan satisfactory, the Manager, Purchasing Services Division, may give oral or writtennotice to tic Bidder to furnish information demonstrating to the satisfaction of suchManager that, notwithstanding such rating, such performance was in fact satisfactory orthat the Circumstances which gave rise to such unsatisfactory rating have changed or willnot apply to perfoimance of this Contract, and that such performance will be satisfactory.

g. The Bidder recognizes that it may be required to demonstrate to the satisfaction of thePort Authority that it in fact can perform the services as called for in this Contract andthat it may be require([ to substantiate the warranlics and representations set forth hereinand the statements and assurances it may be required to give.

Neither thegiving orally of the aforesaid notices to a Bidder, the submission of materialsby a Bidder, any meeting which the Bidder may have with the Port Authority, noranything stated by the Port Authority in any such meeting shall be construed or alleged tobe construed as an acceptance of said Bidder's Bid. Nothing stated in any such meetingshall be demed to release any Bidder from its offer as contained in the bid documents,

13. Contractor's integrity Provisions

By submitting a Bid, Bidders shall be deemed to have made the certifications containedin the clauses entitled "Certification of No Investigation (criminal or civil anti-trust),Indictment, Conviction, Debarment, Suspension, Disqualification and Disclosure ofOther Information," and "Non-Collusive Bidding, and Code of Ethics Certification,Certification of No Solicitation Based Oil Percentage, Brokerage.Contingent or Other Fees" contained within the Standard Terms and Conditions withinthese bid documents. If the Bidder is unable to make the certifications contained thereinthe Bidder shall submit a statement with its Bid explaining why any such certification(s)

PART I- 7PART I - STANDARD INFORMATION FOR BIDDERS Rev. 9/23114 (PA)

cannot be made. Such a submission shall be submitted in a separate envelope along withyour Bid, clearly marked "CEJtTI['ICATION STATEMENT"

14. Facility Inspection

Details regarding the Facility inspection for all parties interested in submitting a bid arestipulated in Part II hereof. All Bidders must present company identification and photoidentification for access to the Facility.

15, Available Documents - General

Certain documents, listed in Part II hereof, will be made available for reference andexamination by Bidders either at the Facility Inspection, or during regular business hours.Arrangements to review these documents at a time other than the Facility Inspection maybe made by contacting the person listed in Part II as the contact for the FacilityInspection,

These documents were not prepared !br the purpose of providing information for Biddersupon this Contract but they were prepared for other purposes, such as for other contractsor for design purposes for this or other contracts, and they do not form a part of thisContract. The Port Authority makes no representation or guarantee as to, and shall not beresponsible For, their accuracy, completeness or pertinence, and, in addition, shall not beresponsible for the inferences or conclusions to be drawn there from.

16,Pre-anard Meeting

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

17. Price Preference

A price preference may he available for Minority/Women Business Enterprises(M/WI3Es) or Small Business Enterprises (SBEs) as set Forth in the Standard Contractlerms and Conditions.

18.M/WI3E Subcontracting Provisions

The Port Authority has a long-standing practice of making its business opportunitiesavailable to Minority Business Enterprises (MBEs) and \Vomen-Owned Businesses(VIBEs) and has taken affirmative steps to encourage such firms to seek businessopportunities with the Port Authority. The successful Bidder will use good faith eflbrts toprovide for meaningful participation by the Port Authority certified M/WI3Es as definedin this doetnuent, in the purchasing and subcontracting opportunities associated with thisC01111110, including purchase of equipment, supplies and labor services.

Minority Bi.isiness Enterp rise (MBE) - means a business entity which is at least fifty onepercent (51%) owned and controlled by one or more members of one or more minoritygroups, or, in the case of a publicly held corporation, at least flay one percent (51%) orthe stock of which is owned by one or more minority groups, and whose management anddaily business operations are controlled by one or more such individuals who are citizensor permanent resident aliens,

PART I SPART I-STANDARD INEORMATIOF'4 FOR BIDDERS Rev. 9123/14 (PA)

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

(a) Black persons having origins in any of the Black African racialgroups not of Hispanic origin;

(b) Hispanic persons of Mexican, Puerto Rican, Dominican, Cuban,Central or South American culture or origin, regardless of race;

(c) Asian and Pacific Islander persons having origins in any of theQriginal peoples of the Far East, Southeast Asia, The Indian Subcontinent, orthe Pacific islands;

(ci) Native American or Alaskan native persons having origins in any ofthe original peoples of North America and maintaining identifiable tribalaffiliations through membership and participation or community identificalion.

Women-Owned Business Enterprise (WBB) - means a business enterprise which is atleast fifty one percent (51%) owned by one or more women, or, in the case of a publiclyheld corporation, at least fifty one percent (5%) of the stock of which is owned by oneor more women and whose management and daily business operations are controlled byone or more women who are citizens or permanent or resident aliens.

Good faith efforts to include participation by M/WBEs shall include, but not be limited tothe following:

I) Dividing the services and materials to be procured into small portionswhere feasible;

2) Giving reasonable advance notice of specific subcontracting andpurchasing opportunities to such firms as may he appropriate;

3) Soliciting services and materials from M/WBEs, which are certified by thePort Authority;

4) Ensuring that provision is made for timely progress payments to theM/WBEs and;

5) Observance of reasonable commercial standards of fair dealing in therespective trade or business.

Bidders ard directed to use form PA3749B as the recording mechanism for the M/WBEparticipation Plan, which may he downloaded at httl)://vvww,poliyiij.gov/bttsiiiess-OI)POI'(Llliiiies/becoiiie-\,eii(forditniI

The M/WBE Plan submitted by the Contractor to the Port Authority shall contain, at aminimum, the following:

• Identification of M/WBE's; Provide the names and addresses of all M/W13I3sincluded in the Plan, If none are identified, describe the process for selectingParticipant firms in order to achieve the good faith goats tinder this Contract.

• Level of Participation: Indicate the percentage of M/WBE participationexpected to be achieved with the arrangement described in the Plan,

• Scope of Work: Describe the specific scope of work the M/WBE's will perform.

PART 1-9PART I —STANDARD INFORMATION FOR I3IDDERS Rev. 9/23/14 (PA)

• Previous M/W13fl Participation: Describe any previous or current M/WBEparticipation, which the Bidder has utilized in the performance of its contracts,

All M/WBEi subcontractors listed on the M/WBE Participation Plan must be certified bythe Port Authority in order For the Contractor to receive credit toward the M/W13E goalsset forth in this Contract. Please go to www.panynj.gov/supplierdiverstty to search forM/WI3Es by a Particular commodity or service. The Port Authority makes norepresentation as to the financial responsibility of such firms or their ability to perlbrmWork tinder this Contract,

Bidders shall include their M/WB6 Participation Plan with their Bids, to be reviewed andapproved by the Authority's Office of Business Diversity and Civil Rights (OBDCR).

If the Contractor wishes to subcontract a portion of the Work through a firm not listed inthe Directory, but which the Contractor believes should be eligible because it is (I) anM/WBE, as defined above and (2) competent to perform portions of the Work, theContractor shall submit an M/WBE Uniform Certification Application to the PortAuthority of New York and New Jersey, Office of Business Diversity and Civil Rights(0130CR), 233 Park Avenue South, 4th Floor, New York, NY 10003. The application isavailable online at wwwpanynj.gov/suppljerdiversity . In addition, to update yourcertification file and to advise OBDCR of changes to any information, please email thesechanges toccrthelppanynj.gov . Credit toward applicable goals will be granted only toPort Authorit y certi lied vendors. For more information about M/WBE Programs, call(212) 435-7888.

19, Certification of Recycled Materials

Bidders are requested to submit, with their bid, a written certification entitled "CertifiedEnvironmentally Preferable Products I Practices" attached hereto as "Attachment I-A",attesting that the products or items offered by the Bidder contain the minimumpercentage of post-consumer recovered material in accordance with the most recentguidelines issued by the United States Environmental Protection Agency (EPA), or, forcommodities not so covered, the minimum percentage of post-consumer recoveredmaterials established by other applicable regulatory agencies, The data submitted by theBidder in Attachment I-A is being solicited for informational purposes only.

Recycling Definitions:

For purposes of this numbered section, the following definitions shall apply:

a Recovered Material means any waste material or by-product that hasbeen recovered or diverted from solid waste, excluding those materials and by-products generated from, and commonly reused within, an original manufacturingprocess.

b : "Post-consumer Material" means any material or finished product that hasserved its intended use and has been discarded for disposal or recovery havingconipleted its lire as a consumer item. "Post-consumer material" is included inthe broader category of "Recovered Material".

C, "Pro-consumer Material" means any material or by-product generatedafter the manufacture of a product but before the product reaches the consumer,

PART I- 10PART I -STANDARD ENroItMATlorq FOR 13IDDERS Rev, 9123/14 (PA)

such as damaged or obsolete products. Pre-consuwer Material does not includenii Ii and manufactuilng Irini, scrap, or broken material that is generated at amanufacturing site and commonly reused on-site in the same or anothermanufacturing process.

d, "Recycled Product" means a product that contains the highest amount ofpost-consumer material practicable, or when post-consumer material isimpracticable for a specific type of product, contains substantial amounts of Pre-consumer Material.

e. 1 'Recyclable Product" means the ability of a product and its packaging tobe reused, reconditioned for use, or recycled through existing recycling collectionprograms.

f. "Waste Reducing Product" means any product that will result in less wastegenerated due to its use rather than another product designed to serve the samefunction with an greater waste generation rate. This shall include, but not belimited to, those products that can be reused, refilled or have a longer lifeexpectancy and contain a lesser amount of toxic constituents,

20, City Payroll Tax

Bidders should be aware of the payroll tax imposed by the:

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

b. City of New York, New York for services performed in New York. NewYork; and

c. City of Yonkers, New York for services performed in Yonkers, New York.

These taxes, if applicable, are the sole responsibility of the Contractor. Bidders shouldconsult their tax advisors as to the effect, if any, of these taxes. The Port Authorityprovides this notice fur in formational purposes only and is not responsible for either theimposition or administration of such taxes, The Port Authority exemption set i'orth in theParagraph headed "Sales or Compensating Use Taxes", in the Standard Contract Termsand Conditions included herein, does not apply to these taxes.

21. Additional Bidder In Formation

Prospective Bidders are advised that additional vendor in fownation, including but notlimited to, forms, documents and other information, including protest procedutres, may befound on the Port Authority website at:hitp://www,panynj.gov/busincss'opportunities/beconie-vendor.htn, I

PART! - IPART! - STANDARD INFORMATION FOR BIDDERS Rev. 9/23/14 (PA)

ATTACHMENT I A - Certified Environ utally Preferable Products/Practices

Bidder Name: t!ttc:

In line with the Port Authority' s efforts to promote products and practices which reduce our impact on the environment andhuman health, Biddersare encouraged to provide information regarding their environmentally preferable/sustainable businesspractices as they relate to this contract wherever possible. Bidders are requested to complete this form and submit it withtheir response, if appropriate. Bidders are requested to submit appropriate documentation to support the items for which theBidder indicates a "Yes" and present this docunientniion, in the proper sequence of this Attachment.

I. PackagingI-las the Bidder implemented any of the following environmental initiatives? (A cheekmark indicates "Yes'')- Use of corrugated materials that exceed the requited niininittm VA recommended post-consumer recycled content

Use of other packaging materials that contain recycled content and are recyclable in most local programsPromotes waste prevention and source reduction by reducing the extent of the packaging and/or Offering

packaging take-back services, or shipping carton returnReduces or eliminates materials which have been bleached with chlorine or chlorine derivatives

- Eliminates any packaging that may contain polyvinyl chloride (PVC'), or polystyrene or heavy metals.

If yes, n description of the practices being followed should he include Milt the submission,

2 Business Practices / Operations I ManufacturingDoes the Bidder engage in practices that serve to reduce or minimize an impact to the environment, including, but notnecessarily limited to, the following items? (A checkmark indicates "Yes")

Recycles materials in the warehouse or other operations

Use of alternative foci vehicles or vehicles equipped with diesel emission control devices for delivery ortransportation purposes- Use of energy efficient on-ice equipment at, sigimage or the incorporation of green building design elements

Use of recycled paper (that meets federal specifications) in their marketing and/or resource tnateriatsOther sustainable initiative

I ryes, it of the practices being Followed sltoultl be included with the submission.

3 Training laid F duent ion

Does the Bidder conduct/offer a program to train or Inform customers and employees of the environmental benefits o r (heproducts to be offered under this contract, and/or does the Bidder conduct environmentEti training of its own staff?

O Yes No If yes, Bidder shall attach a description of the training offered and the specific criteriatargeted by the trailling,

4. Certifications

Has the Bidder or any of its nianu thciurers and/tn subcontractors obtained any of the following product / industrycertifi cations? (A checktnaric indicates "Yes")- ISO 1 ,1000 or adopted some other eqtnvnlent environttentnl management system- Other Industry environmental standards (where applicable), such as the CEItES principles, LEED Certification, C2CProtocol, Responsible care Codes of Practice orothersimilar standards

Third Party product certifications such as Green Seal, Scientific Certification Systems, Smnrtwood, etc.

If yes, Uklclers should attaclt copies of the certificates obtained,

b)9iiirpernFty-CJo3yhe above statements are true and correct.

Name q !+Date

PART I - IlPART l —STANDA In) INFORMATION FOR Bll)DERS Rev. 9/23/14 (PA)

PART JI - CONTRACT SPECIFIC INFORMATION P014 BIDDERS,

TABLE OF CONTENTS

Service(s) Required ........... ............................... .. .... ...... .... ................ ... ..... .. ........ .....2Location(s) Services Required ................................................................................2

3. Expected Date of Commencement of Contraci ......................................................24. ContractType, .... ........ .............................................. .............................. ................ .25, Durationof Contract ...............................................................................................26. OptionPeriod(s) ......................................................................................................27, Price Adjustment during Option Period(s) (Index Based).................................... 28. ExtensionPeriod .....................................................................................................29, FacilityInspection ...................... ............. .. .... ... ... ........ ............................ ................2Ia, Specific Bidder's Prerequisites ...............................................................................2II, AvailableDocunents ....... ........ . ..... . ... ......................................... ........... ........ ......... 312. Contractor Staff Background Screening .................................................................4'3, Aidto Bidders .........................................................................................................4

PART [I-. CONTRACT SPEC[FIC INFORIMATtON FOR BIDDERS PART It-Rev 9/23/14 (PA/PATH)

PART II - CONTRACT SPECIFIC INFORMATION FOR BIDDERS

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

1, Service(s) Required

Snow and ice removal Services as more fully set forth herein,

2. Location(s) Services Required

The Port Authority Teleport, as more hilly described in the definition of "Facility" inthe Specifications

34 Expected Date of Corn mence.ment of Contract

Oil about January IS, 2015.

4. Contract Type

Lump Sum, Unit Pricing, Service Requirements Contract.

3. l)ir ratio ii of Con tract

three (3) Years to expire on or about January 14.2018.

6. Option Period(s)

There shalt he up to three (3) one (I) year Option Period(s).

7. Price Adjustment during Option Period(s) (Index Bused)

Price adjustment during the Option Period(s) shall be pursuant to the clause entitledPrice Adjustment" in Port III hereof,

8. Extension. Period

LW-Day Extension Applicable

9. Facility Inspection

The Port Authority will conduct a facility inspection oil 11, 2014 at 11:00am. at The Tetcport, 5 Teleport Drive, Suite 200, Staten Island, NY 10311. Pleasecontact Bill Bolger at 718-697-3605 from 8am - 3pm Monday to Friday, or by emailat bbolgerpanynj.gov to confirm attendance and/or receive travel directions.

10, Specific Bidder's Prerequisites

a, The Bidder shall have had at least three (3) year(s) ofcontinuous experienceimmediately prior to the date of submission of its Bid in the management andoperation of snow removal services and during that time shill have actuallyengaged in providing said or such services to commercial or industrial accountsunder contract, The Bidder may fill fill this prerequisite if the Bidder can

PART II- CONTRACT SPECIFIC INFORMATION FOR BIDDERS PART II .2Rev. 9/23/N (PA/PATH)

demonstrale to (he satisfaction of the Port Authority that the persons or entitiesowting and controlling the Bidder have had a cumulative total of at least three (3)year(s) of experience immediately prior to the date of the submission of its Bid inthe management and operation ole business actually engaged in providing theseservices to commercial or industrial accounts under contract during that time, orhave owned and controlled other entities which have actually engaged inproviding the above described services during that time period.

b. During the time period stated in (a) above, the Bidder, or persons or entitiesow6iilu. and controlling the Bidder, shall have performed or be performing underat Least one (I) contract(s) requiring similar services of similar scope to thoserequired under this Contract.

c. Th Bidder shall have had in its last fiscal year, or the last complete calendar yearimmediately preceding the opening of its Bid, a minimum of $200,000 annualgross income from the type of service required tinder this Contract.

d.III

event a bid is subniitled by a joint venture the foregoing prerequisites willbe considered with respect to such Bid as follows: i'he prerequisite insubparagraph (a) and (b) above, will be considered satisfied ifthejoint ventureitself, or any of its participants individually, can meet the requirements. Theprerequisite in subparagraph (c) above, will be considered satisfied lithe grossincóme of the joint venture itself meets the prerequisite or the gross income oltheparticipants in the joint venture cumulatively meets the prerequisite. fro jointveji tare which has not been established as a distinct legal entity submits a bid, itand all participants in the joint venture shall he bound jointly and severally andeach such participant in the joint venture shall execute the bid and do each act andthing required by this Invitation for Bid. Oil original bid and wherever elsethe Bidder's name would appeal-, the nnnie of the joint venture Bidder shouldappear if the joint venture is a distinct legal entity. lithe Bidder is -,I common Lawjoint venture, the names craft

participants should be listed followed by the words"acting jointly and severally''. ALL joint venture Bidders must providedocinien ration of their legal status.

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

Ii, Available Documents

The following documents will be made available for reference and examination:

Snow Contract No 4600008506 with Oentile Construction Corporation.

These documents were not prepared for the purpose of providing information forBidders, upon the present Contract but they were prepared for other purposes, such asfor other contracts or for design purposes for this or other contracts, and they do notform a part of this Contract. The Port AuthoritytPATl-1 makes no representation orguarantçe as to, and shall not be responsible for their accuracy, completeness orpertinence, and, in addition, shall not be responsible for the conclusions to be drawntherefrom, They are made available to the Bidders merely for the purpose of

PART Ii - CONTRACT SPECIFIC INFORMATION FOR BIDDERS

PART 11-3Re'. 9/23/14 (PA/PATH)

providing them with such inlbrmation as is in the possession of the Port Authority,whether or not such information may be accurate, complete or pctiinent or of anyvalue to the bidders.

12.Contractor Stuff Background Screening

The Contractor awarded this contract may he required to have its staff, and anysubcontractor's su liworking under this Contract, authorize the Authority or its designeeto perform background checks Such authorization shall be in a lbrni acceptable to theAuthority. The Contractor (and any subcontractors) may also he requited to use anorganization designated by the Authority to perform the background checks. The costfor said background checks for stall that pass and are granted a credential shall bereimbursable to the Contractor (and its subcontractors) as an out-of-pocket expense.Costs for staff that are rejected for a credential for any reason are not reimbursable

As of January 29, 2007, the Secure Worker Access Consortium (S.WA.C.) is the onlyPort Authority approved provider to be used to conduct background screening, except asotherwise required by federal law and/or regulation. Information about S,W.AC.,instructions, corporate enrollment, online applications, and location of processing centerscall found at http://www.seeureworker.com , or S.W.A.C, may be contacted directly at(877)522-7922.

13. Aid to BiddersAs used herein snowfall recorded" shall he the snowfall as recorded by the officialUnited States Weather Bureau at Newark Liberty International Airport, in the event theofficial United States Weather Bureau station is not recording at Newark LibertyInternational Airport, the amount or snow fall shall be determined oil basis of theaverage of the field measurements taken jointly by the Contractor and Manager'srepresentative at five (5) locations in various areas designated by the Manager. Such jointsurvey will be performed at such times as directed by the Manager. The Snowfall ofrecoitl at Newark Liberty International Airport for the previous snow seasons is providedhere as follows: (Snow season is defined in Part V. Specific Definitions.)

1993 -94 -- ------ 64,6 inches1994- 95-------- 10.2 inches1995-96 ------- -.- 79,0 inches1996-97------------7,8 inches1997 -98------------6,9 inches1998-99 ------------- 12,8 inches

1999-00— ' -------- 18.4 inches2000-01 ------------39.3 inches2001 -02-------------3,6 inches2002-03 ------------ 53,0 inches2003 - --i---------48,0 inches2004 -05------------43,3 inches2005-06--------------35.5 inches2006-07--------------16,5 inches2007-08 ---- ---------- 14.6 inches

PART II - CONTRACT SPECIFIC INFORMATION FOR flIDDERS PART 11-4Rev. 9123114 (PA/PATH)

2008-09 -27O inches2009-10 -------------- 51.0 inches2010-11 --.".-"- 68.4 inches2011-12--- 8.8 inches2012-13--------------29,5 inches

The Authority however makes no representation as to what (lie actual amount of' snowfallwill be. The Contractors compensation for snowfall over 10 inches will be computedfront

actual amount ol'snowlhll recorded, as herein described.

The Port Authority makes no representation, guarantee or warranty that the pilot snowfallamounts piovided herein are accurate or complete or that such information is pertinent orofany valte to Bidders, These amounts are made available to the Bidders merely forinfonnatiotal purposes only. The Bidder should carefully examine and study the entirecontents oft his document and shall make its own determinations as to the materials to besupplied and all other things requited to be clone by the Contractor. The inclusion of theforegoing information by the Port Authority shall not create or be deemed to create anyobligation or liability upon it for any reason whatsoever and each Bidder, by submittingits bid hereunder, hereby expressly agrees that it has not relied upon the foregoinginformation and shall not hold the Port Authority liable or responsible therefor. Some ofthe above data may be based oil information supplied by the incumbentContractor.

PART It - CONTRACT SPECIFIC INFORMATION FOR BIDDERS PART ti-5Rev, 9/23/14 (PA/PATH)

PART III - CONTRACT SPECIFIC TERMS AND CONDITIONS,TABLE OF CONTENTS

1. General Agreement .............................................................................................22. Duration— ...... - .............. ...... .. .......3. Payment ............... ........ ........ ......... ... ......... ........... ........ ......................... ...............34, Price Adjustment ... ......... ............................. ......... .... ...................... ... ... ... ............ 4s. Liquidated Damages ...........................................................................................56. Insurance Procured by the Contractor..................... ...... ...................................... 67. Increase and Decrease in Areas or Frequencies .................. ........... .................... .9S. Extra Work--- ........ ................ - .... ................................ .......................... 9

PART III - CONTRACT SPECJFIC TERMS AND CONDITIONS PART ill -Rev, 9/23,'14 (PA)

PAR]' II! - CONTRACT SPECIFIC TERMS AND CONDITIONS

I. General Agreement

Subject to all of the terms and conditions of this Contract, the undersigned(hereinafter called the "Contractor") hereby offers and agrees to provide all thenecessary supervision, personnel, equipment, materials and all other things necessaryto perform the Work required by this Contract as specified in Part II, and fully setForth in the Part V, (the "Specifications,'') at the location(s) listed in Part II and asmore fully set Forth in the Specifications, and to do all other things necessary orproper therefor or incidental thereto, all in strict accordance with the provisions oliheContract Documents and any future changes therein; and the Contractor furtheragrees to assume and perform all other ditties and obligations imposed upon it by thisContract.tit

ion, all things not expressly mentioned in the Specifications but involved inthe carrying out of their intent and in the complete and proper execution of thematters referred to in and requited by this Contract are required by the Specifications,and the Contractor shall perform the same as though they were specificallydelineated, described and mentioned therein

2, Duration

a) Tile initial term of this Contract (hereinafter called the "Base Term'') $hallcommence on or about the date specified in Part H hereoi on the specific date setForth in the Port Authority's wthten notice of bid acceptance (hereinafler calledthe "Commencement Date"), and unless otherwise terminated, revoked orextended in accordance with the provisions hereofi shall expire as specified inPart II hereof (hereinafter called the "Expiration Date''),

h) lispecifled as applicable to this Contract and set Forth in Part If hereof, the PortAuthority shall have the right to extend this Contract for additional period(s),either through nil or an option (hereinafter collectively referred to asthe "Option Period(s)") following the Expiration Date, upon the same terms andconditions subject only to adjustments oleharges, ifapplicable to this Contract,as ihay be hereinafter provided in the paragraph entitled 'Price Adjustments", IfthePort Authority shall elect to exercise the Option(s) to extend this Contract.thch, no later than thirty (30) days prior to the Expiration Date, the PortAuthority shall send it notice that it is extending the Base Tenn of this Contract,and this Contract shall thereupon be extended for the applicable Option Period, Ifthe Contract provides for more than one Option Period, the same procedure shallapply with regard to extending the term of this Contract for succeeding OptionPeriods.

c) Unless specified as not applicable to this Contract in Part II hereof, the PortAuthority shall have the absolute right to extend the Base Term for an additionalpertod of up to one hundred and twenty (120) days subsequent to the ExpirationDate of the Base Term, or the Expiration Date of the final exercised OptionPeriod (hereinafter called the 'Extension Period"), subject to the same terms and

PART 12) CONTRACT SPECIFIC TERMS AND CONDITIONS PART III -2Rev. 9/23114 (PA)

conditions as the previous contract period. The prices quoted by the Contractorbr the previous contract period shall remain in effect during this ExtensionPeriod without adjustment. If it so ejects to extend the term of Contract. the PortAuthority will advise the Contractor, in writing, that (lie term is so extended, andwill stipulate the length of the extended term, at least thirty (30) clays prior to theexpiration date of the previous contract period.

3. Paymdtit

Subjecç to the provisions of this Contract, the Port Authority agrees to pay to theContractor and the Contractor agrees to accept front Port Authority as full andcomplete consideration for the performance of all its obligations under this Contractand as sole compensation for the Work performed by the Contractor hereunder, acompensation calculated from the actual quantities of services performed and therespective prices inserted by the Contractor in the Pricing Sheet(s), lbrming it ofthis Contract, exclusive of compensation under the clause hereof entitled "ExtraWork". The manner of submission oiall bills for payment to the Contractor by thePort Authority for Services rendered under this Contract shall be subject to theapproval of the Manager in all respects, including, but not limited to, format,breakdown of items presented and verifying records, All computations made by theContractor and all billing and billing procedures shall be clone in conformance withthe following procedures:

a) Payment shall be made in accordance with the prices for the applicable service(tithing the applicable Contract year) as they appear on the Pricing Sheet(s), asthesnme may be adjusted front to time as specified herein, minus anydeductions for services not performed and/or any liquidated damages to whichth&invoice may be subject and/or any adjustments as may be required pursuantto increases and decreases ill or frequencies, if applicable, All Work mustbe completed within the time frames specified, or as designated by the Manager.

1,) For each month during the snow season, as defined in herein, the Contractor shallinvoice one fifth the lump sum payment for said services inserted by theContractor in the Pricing Sheets for the appropriate contract year for each inchof recorded snowfall over 10 inches, in a snow season, removed by theContractor in the Pricing Sheet for the appropriate year, multiplied by the numberof inches of snowfall above 10 inches recorded during such snowstorm: forSupplemental Work performed by the Contractor, the Contractor shall invoicethe charge per hour for said services inserted by the Contractor in the PricingSheets for the appropriate contract year, times the actual number of hours ofwork performed, as applicable by the Contractor in that month,

c) The Contractor shall submit to the Manager by the filth day of each monthfollowing the mouth of commencement of this Contract and oil by the filmdny , o f each month thereafter (including the month following the termination,revocation or expiration of this Contract) a complete and correct invoice for theWoi'k performed during the preceding month accompanied by such information

PART Ill - CONTRACT SPECIFIC TERMS AND CONDITIONS PART III -3Rev, 9123/14 (PA)

as may be required by the Manager for verification. The invoice must show theContractor's Federal Tax Identification Number. Payment will be made withinthirty (30) days of Port Authority verification of the invoice.

d) No certificate, payment, acceptance of any Work or any other act or omission ofany representative of the Port Authority shall operate to (I) release theContractor [real obligation under or upon this Contract, am' to (2) estop thePort Authority from showing at any time that such certificate, payment,acceptance, act or omission was incorrect or to (3) preclude the Port Authorityfront recovering any monies (a) paid in excess of those lawfully due or (h) towhich the Port Authority may be entitled 01) account of and any damagesustained by the Port Authority,

e) In the event an audit of received inVOICeS should indicate that the correct um due[lieContractor for the relevant billing period is less than the amount actually paidby the Port Authority, the Contractor shall pay to the Port Authority thedifference promptly Upon receipt of the Port Authority's statement thereof, ThePort Authority may, however, in Its discretion elect to deduct said sum or sumsfrom any subsequent monthly payments payable to the Contractor hereunder,

"Final Payment'", as the term is used throughout this Contract, means the final paymentmade for services rendered in the last month of the Base Term or any extended term.However should this Contract be terminated for any reason prior to the last month of theBase Term or any extended tern, then Final Payment shall be the payment made forservices rendered in the month during which such termination becomes effective. TheContractor's acceptance of Final Payment shall act as a lull and complete release to thePort Authority of all claims of and of all liability to the Contractor for all things done at-

III] I'll isbed in connection with this Contract and for every act and neglect of the PortAuthorityand others relating to or arising out of this Contract, Including claims arisingout of breach of contract and claims based oil of third persons. No payment,however, linal or otherwise shall operate to release the Contractor from any obligations inconnection with this Contract.

4. Price Adjustment

All Contract prices submitted by the Contractor and agreed o by The Port Authority,shall be apllicable to the threeyeats of the Base Term, For the Option Period(s) that areapplicable ;o this Contract and are exercised hereunder, (excluding the 120 day ExtensionPeriod as described in the paragraph entitled "Duration" in Part Ill, hereof) The PortAuthority shall adjust the compensation due to the Contractor utilizing the ConsumerPrice Index for all Urban Consumers; Series Id: CUURA 101 SAOL2; Not SeasonallyAdjusted; New York-Northern New Jersey-Long Island, NY-NJ ,_CT-PA area; all itemsless shelter; 1982-1984100, published by the Bureau of Labor Statistics of the UnitedStates Department of Labor (hereinafter called the "Price Index").

For the first one- year Option Period of the Contract, the Price Index shall be determinedfor the months of July 2016 and July 2017 ' The amounts payable to the Contractor in thefinal year of the Base Term shall be multiplied by it the numerator of which is the

Price Index for July 2017 and the denominator of which is the Price index for July 2016.The resulting products shall be the amounts payable to the Contractor in the first OptionPeriod,

For the seiond one-year Option Period of the Contract, the Price Index shall bedetermined for the months of July 2017 and July 2018. The amounts payable to theContractor in the first Option Period slitill be multiplied by a thiction the numerator ofwhich is the Price index for July 2018 and the denominator of which is the Price Indexfor July 2017, The resulting products shalt be the amounts payable to the Contractor inthe second Option Period,

For the third one-year Option Period of the Contract, the Price Index shall be determinedfor the months of July 2018 and July 2019. The amounts payable to the Contractor in thesecond Option Period shall be multiplied by a fraction the numerator of which is the PriceIndex for July 2019 and the denominator of which is the Price Index for July 2018. Theresulting products shall be the amounts payable to the Contractor in the third OptionPeriod.

In the event of a change ill basis for the computation of the said Index or thediscontinuance of its publication, such other appropriate index shall be substituted as maybe agreed upon by the Authority and the Contractor as properly reflecting changes in thevalue of the current United States money in a manner similar to that established in thesaid Price index. In the event of the failure of the parties to so agree, the Port. Authoritymay select and use such index, as it seems appropriate. Notwithstanding the provisionsof this section, in no event shall tiny adjustment hereunder be greater than three ($%) perannum,

The aniouts payable to the Contrctor during the 120-clay Extension Period shall not besubject to adjustment,

If. after anadjustnrnnt referred to in this Section, the Index used (hr computing suchadjustment shall be changed or adjusted, then the amounts payable to the Contractor forthat period, shall be recomputed, if such re-computation results in a smaller increase inthe amount payable to such period, then after notification of the change or adjustment, therecomputed amounts shall be in effect and upon demand by the Port Authority, theContractor shall refund to the Port Authority excess amounts theretofore paid by the PortAuthority for such period,

S. Liquidated Damages

a) The Contractor's obligations for the performance and completion of the Workwithin the time or times provided for in this Contract are of the essence of thisContract. In the event that the Contractor fails to satisfactorily perform all or' anypart of the Work required hereunder in accordance with the requirements set

PART itt CONTRACT SPECIFIC TERMS AND CONDITIONS PART III -sRev, 9123/14 (PA)

forth ill the Specifications (as the same may be modified in accordance withprovisions set forth elsewhere herein) then, inasmuch as the damage and loss tothe Port Authority for such failure to perform includes items of loss whoseamount will be incapable or very cliflicult of accurate estimation, the damages forsuch failure to perform shall be liquidated as follows:

In the event that during any monthly period the Contractor fails to perform all orany part of the Services as specified in Contract Specifications as the same may,as hereinafter provided, be revised, satisfactorily or at the ftequeneies set forthherein, the compensation payable by the Port Authority to the Contractor for saidmonthly period shall be reduced by an amount equal to the product obtained bymultiplying 200% of the charge per unit of measure for the applicable service forthe item of work the Contractor fails to perlbnn or unsatisfactorily performs theoperation.

Should It piece of Contractor's equipment break down and rail to operate during asnow and ice clearing operation, the Contractor shall have one (1) hour to repairor replace the piece of equipment, after which time a deduction of 200% at thehourly rate of the applicable unit price shown in the "Schedule of Unit Prices forSupplementary Work" will be made until the piece of failed equipment is eitherrepaired or replaced.

b) The Manager shall determine whether the Contractor has performed in asatisfactory manner and their determination shall be final, binding and conclusiveupon the Contractor,

c) Ffllure of the Manager or the Port Authority to impose liquidated damages shallnot be deemed Port Authority acceptance of unsatisfactory performance or afailure to perform oil part of the Contractor or a waiver of its remedieshereunder.

6. Insurance Procured by the Contractor

The Contractor shall take out, maintain, and pay the premiums oilGeneral Liability Insurance, including but not limited to premises-operations,proclucts-conipleted operations, and independent contractors coverage, withcontractual liability language covering the obligations assumed by the Contractorunder this Contract and, if'velucics are to be used to carry out the performance of thisContract, then the Contractor shall also take out, maintain, and pay the premiums onAutom:obi}e Liability Insurance covering owned, non-owned, and hired autos in thefollowing minimum limits:

Qjmnercia1 General Liabilit y Insurance - $5 million combined single limit peroccurrence for bodily injury and property damage liability,

PART III -bONTRACT SPECIFIC TERMS AND CONDITIONS PART 111-6Rev, 9/231I11 (PA)

Automobile LiabiLity lnspçance'- $5 million combined single limit per accidentfor bodily injury and property damage liability.

In addition, the liability policy (les) shall name "The Port Authority of New York andNew Jersey and its related entities, their commissioners, directors, officers, partners,employees and agents as additional insureds", including but not limited to premise-operations, products-completed operations on the Commercial General LiabilityPolicy, Moreover, the Commercial General Liability Policy shall not contain anyprovisions for exclusions from liability other than provisions for exclusion frontliability forming part of the most up to date ISO form or its equivalent unendorsedCommercial General Liability Policy, The liability policy ties) and certificate ofinsuranbe shall contain separation of insured condition and severability of interestsclause for all policies so that coverage will respond as if separate policies were inforce for each insured, An net or omission of one of the insureds shall not reduce orvoid coverage to the other insureds. Any and all excess and umbrella policies shall, follow, form' by conforming to the underlying policies. Furthermore, theContractor's insurance shall he primary insurance as respects to the above additionalinsureds. Any insurance or self-insurance maintained by the above additional insuredsshall not contribute to any loss or claim.These insurance requirements shall be in effect for the duration of the contract toinclude any maintenance/wart'nntce/guarantee period.

The certificate of insurance and liability policy (ies) most contain the followingendorsement for the above liability coverages:

a71! insurer(s) shall not, ,vith out obtaining The express iulvance ir'ritten pc'e'n ssnwnfront the General Counsel of the Pod,1 uthority, ratce any dqfe,tso involving in eiiu'way I/ia.j ittisthc'Iipji aft/ne Tribunal over the person (If//ne Port Authority, theimmunity oft/me PoetAuthot,i(JI, its Commissional-S, officers, (igt'iiIs Ut employees,the governinenmi nature f the J'ort Authority, at' the piviWsioits of an)' statmiftsi'espectlng stilts against the Po,'t A ut/ioritj'."

Thotcontractor shall also take out, maintain, and pay premiums on Workers'Qp,mn tj JiJflsuE€thcc in accordance with the requirements of law in thestatç(s) where work will take place, and Employer's Liability Insurance withlimits of not less than $1 million each accident.

Each pdlicy above shall contain an endorsement that the policy may not be canceled.terminated, or modified without thirty (30) days' prior written notice to the PortAuthority o fNY and NJ, An: Facility Contract Administrator, at the location wherethe work will take place and to the General Manager, Risk Financing.

PART III -CONTRACT SPECtI'IC TERMS AND CONDITIONS PART III -7Re'. 912/I4 (PA)

The Port Authority may at any time during the term of this agreement change ormodifythe limits and coverages of insurance. Should the modification or changeresults in an additional premium, The General Manager, Risk Financing For the PortAuthority may consider such cost as all expense.

Within five (5) days after the award or this agreement or contract and prior to the startof work, the Contractor must submit an original certificate of insurance, to the PortAuthority of NY and Ni, Facility Contract Administrator, at the location where thework will take place. Iffl certificate of insurance MUST show evidence oflhc nbovq

su i be ,olic caine In dint' but not limited to Ole cancellation noticeendorsement and stathi p the agreenieniJeonuact number prior to the start of work.The General Manager, Risk Financing must approve the certificate(s) of insurancebefore any work call Upon request by the Port Authority, the Contractor shallfurnish to the General Manager, Risk Financing, a certified copy of each policy,including the premiums

Ifat any time the above liability insurance should he canceled, terminated, ormodified so that the insurance is not in effect us above required, then, ii the Managershall so direct, the Contractor shall suspend performance of the contract at thepremises. If the contract is $o suspended, no extension of time shall be due onaccount thereof. If the contract is not suspended (whether or not because of omissionof the Manager to order suspension), then the Authority may, at its option. obtaininsurance affording coverage equal to the above required, the cost of such insuranceto he payable by the Contractor to the Port Authority.

Renewal certificates of insurance or policies shall be delivered to the FacilityContractor Administrator, Port Authority at least fifteen (15) days prior to theexpiratlon date of each expiring policy. The General Manager, Risk Financing mustapprove the renewal certificate(s) of insurance before work can resume oilfacility. hat any time any of the certificates or policies shall become unsatisfactory tothe Port Authority, the Contractor shall promptly obtain a new and satisfactorycertificate and policy.

The requirements for insurance procurcd by the Contractor shall not in any way beconstrued as a limitation oil nature or extent of the contractual obligationsassumed by the Contractor under this contiaet, The insurance requirements are not arepresentation by the Authority as to the adequacy of the insurance to protect theContractor against the obligations imposed on Ihem by law or by this or any otherContract. CITS 04673

PART III CONTRACT SPECIFIC TERMS AND CONDITIONS PART Ill - BRev 9/23114 (PA)

7. Increase and Decrease in Areas or Frequencies

The Manager shall have the right, at any time and front to Lillie in their solediscretion, to increase or decrease the frequencies of all or any part of the servicesrequired hereunder and/or to add areas not described herein in the Specifications or toremove areas or parts of areas which are hereunder so described. In the event theManager decides to change any frequencies or areas such change shall be by writtennotice given to the Contractor not less than twenty-four (24) hours prior to theeffective date of said changes, said changes to be effective upon the date specified insaid notice.

In the event of an increase or decrease in areas or frequencies, the Contractor'scompensation will be adjusted to reflect such change in areas or frequencies utilizingthe applicable Unit Price for such services (for the applicable Contract year) as setforth on the Pricing Sheet(s).

Where no specific Unit Price has been quoteI for the type olservices to be increasedor decreased, the Manager shall have the right to negotiate the compensation to reflectsuch change, whether an increase or decrease in areas or frequencies, which, in theopinion of the Manager, are necessary to complete the work, by multiplying theincreased or decreased amount by the negotiated rate.

In the event of a decrease, the Contractor shall not be entitled to compensation forWork not performed.

No such change in areas or frequency will be implemented which results in itincrease or decrease in compensation that is greater (hall percent (50%) of theTotal Esumatecl Contract Price for the Base Term or, if changes are to beimplemented during all Period, fifty percent (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 Work provisions of this Contract,

8. Extra Work

The Contractor is required to provide separate materials, supplies, equipment andpersonnel For Extra Work when such is deemed necessary by the Manager, "ExtraWork" aLs used herein shall he defined as work which differs from that expressly orimpliedly required by the Specifications !it present form, Total Extra Workperformed by the Contractor shall not exceed six percent (6%) of the Total EstimatedContract Price of this Connact for [lie entire Term of this Contract includingextensions thereof, or six percent (6%)oithe Total Estimated Contract Price of eachSection if this Contract is awarded by separate Sections.

An increase in area or frequency does not constitute Extra Work, but shall becompensable based on the prices in the Pricing Sheet(s) and the paragraph hereintitled "Increase or Decrease ill

or Frequencies".

PART Ill - CONTRACT SPECIFIC TERMS AND CONDITIONS

PART II 9Rev, 9/23/14 (PA)

The Contractor is required to PrfOTh Extra Work pursuant to a written order of theManager expressly recognizing such work as Extra Work, If Lump Sum or Unit Pricecompensation cannot be agreed upon by the parties in writing prior to the start ofWork, the Contractor shall perform such Extra Work and the Contractor'scompensation shall be increased by the sum of the following amounts and suchamounts only: ( I ) the actual net cost, in money, of the labor, and material, requiredfor such Extra Work: (2) tell (lG%) of the amount under ( I ) above (3) suchrental as the Manager deems reasonable for plant and equipment (other than smalltools) required for such Extra Work; (4) if the Extra Work is performed by asubcontractor, all live percent (5%) of the sum of the amounts under (I)through (3) above,

As used in this numbered clause (and in this clause only):

"Labor" means laborers, mechanics, and other employees below the rank ofsupervisor, directly employed at the Site of the Work subject to the Manager or theirdesignee's authority to determine what employees ofany category are "required forExtra Work" and as to the portion of their time allotted to Extra Work; and "cost oflabor" means the wages actually paid to and received by such employees plus aproper proportion of (a) vacation allowances and union dues and assessments whichthe employer actually pays pursuant to contractual obligation upon the basis of suchwages, and (b) taxes actually paid by the employer pursuant to law upon the basis ofsuch wages and workers' compensation premiums paid pursuant to law."Employees" as used above means only the employees of one employer,

"Net Cost" means the Contractor's actual cost after deducting all permitted cash andtrade discounts, rebates, allowances, credits, sales taxes, commissions, and refunds(whether or not any or all of the same shall have been taken by the Contractor) of allparts and materials purchased by the Contractor solely for the use in per lbrni lug itsobligation hereunder provided, where such purchase has received the prior Writtenapprovil of the Manager as required herein. The Contractor shall promptly furnish tothe Manager such bills of sale and other instruments as the Manger may require,,executed, acknowledged and delivered, assuring to the Manager title to suchmaterials, supplies, equipment, parts, and tools free of encumbrances,

"Materials" means temporarily-installed and consumable materials as well aspermanently-installed materials; and "cost of materials" means the price (includingtaxes actually paid by the Contractor pursuant to law upon the basis of such materials)for which such materials are sold for cash by the manufacturers or producers thereof,or by regular dealers therein, whether or not such materials are purchased directlyfrom the manufacturer, producer or dealer (or if the Contractor is the nianufneturer orproducer thereof, the reasonable cost to the Contractor of the manufacture andproduction), plus the reasonable cost of delivering such materials to the Site of theWork in the event that the price paid to the manufacturer, producer or dealer does notinclude delivery and in case oftcmporarilyinstulled materials, less their salvagevalue, if any.

PART III - CONTRACT SPECIFIC TERMS AND CONDITIONS PART Iii - 10Rev. 9123/14 (PA)

The Manager shall have the authority to decide all questions in connection with BxtraWork, The exercise by the Manager of the powers and authorities vested in him/herby this section shall, be binding and final upon the Port Authority and the Contractor.

The Contractor shall submit all reports, records and receipts as are requested by theManager so as to enable him/her to ascertain the time expended in the performance ofthe Extra Work, the quantity of labor and materials used therein and the cost of saidlabor and materials to the Contractor.

The provisions of this Contract relating generally to Work and its performance shallapply without exception to any Extra Work required and to the perfoimance thereat'.Moreover, the provisions ofthe Speciflcations elating generally to the Work and itsperformance shall also apply to any Extra Work required and to the performancethereof, except to the extent that a written order ill with any particularitem of Extra Work may expressly provide otherwise.

If the Contractor deems work to be Extra Work, the Contractor shall give writtennotice to the Manager within twenty-four (24) hours of performing the work that it soconsiders as Extra Work, and mi lure of the Contractor to provide said notice shallconstitute it waiver of any claim to an increase ill for such work and aconclusive and binding determination that it is not Extra Work.

The Contractor shall supply the amount of materials, supplies, equipment andpersonnel required by the Manager within twenty-four (24) hours following thereceipt ofwritten or verbal notice from the Manager, or in the case of ail emergencyas determined by the Manager, within eight (8) hours following the receipt by theContractor of the Manager's written or nral notification. Where oral notification isProvided hereunder, the Manager will thereafter confirm the same in writing.

All Exta Work shall be billed to the Port Authority on a separate invoice on amonthly basis.

PART [U - CONTRACT SI'ECIFIC TIRMS AND CONDITIONS PART Eli IIRev, 9/23/14 (PA)

PARTLY - SIGNATURE SHEET, NAME AND RESIDENCE OF PRINCIPALS SHEETAND PRICING SHEET(S), TABLE OF CONTENTS

I. SIGNATURE SHEET ........................................................................................................22. NAME AND RESIDENCE O' PRINCIPALS SHEE ...................................................... 33. PRcCING SHEET(S) ..........................................................................................................4

EntryoiPrices. ... .. .......... ........ .. .... ..................... .... ... .......... ..... ........ .................................... 4

PART IV - IPART IV — SIGNATUIZE SFIEET, NAME AND RESIDENCE OF PRINCIPALS SHEET AND PRICINGSB EEl(S)

Rev. 9/23/14 (PA/PATH)

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

I, SIGNATURE SHEET

OFFER: The undersigned offers and agrees to furnish to the Port Authority of New York andNew Jersey the services and/or materials in compliance with all terms, conditions, specificationsand addenda of the Contract. Signature also certifies understanding and compliance with thecertification requirements of the standard terms and conditions as contained in the StandardContract Terms and Conditions, This offer shall he irrevocable For one hundred twenty (120) days afterthe date oil the Port Authority opens this bid,

ONLY THE COMPANY NAME!) AS THE BIDDING ENTITY BELOW WILLRECEIVE PAYMENT. THIS MUST BE THE SAME NAMED COMPANY AS

INDICATED ON THE COVER SHEET

Bidding I

Bidder's

City, Stifle, Zip Ace.ZD "Acc)t'¼k\ ki

Telephone No,ta\

El Nil

S IGNAtRE

Date______

Print Nanind'itIc1j

ACKNOWLEDG EM ENT:

STATE OF: _42COUNTY OF:

it day i&cttkCIfSb

Who duly sworn by me, did depose that (s)he has knowledge of the20/V I personally came before inc,

respects true and that (s)he has been authorized tomatters ic t - in stated, that they are in allvoeitY =8" )ratiOn,.l

OILIO2GU$$ isnu Cou$v I

I DiceS *itinjNotat c

execute the foregoing offer and statemepartnership or firm.

NOTE: IF a joint ventuit is bidding, dupl cow tI is Signature Sheet and have each party to the Jointventure sign separately and affix to the back of' this Signature Sheet.

Bidder attention' is catted to the cciii fication requirements coffin nod in the standard Con tract 'Fe rms andConditions, Part III. Indicate below if a signed, explanatory statement in connection with this section isattached herôto.D

If'certilied by the Port Authority as an 5136 or MWBE: ____________ (indicate which one and date).

PART IVPART IV - SIGNATURE SHEET, NAME AND RESIDENCE OF PRINCIPALS $11 IEET AND PRICINGS I EET(S)

0

C-a

U,

n0

Rev, 9123/14 (PA/PATH)

2, NAME AND RESIDENCE or PRINCIPALS SHEET

Names and Residence of Principals of Bidder, if general or limited partner, or individual, soindicale,

NAME TITLE ADDRESS OF RESIDENCE(Do not give business address)

C;

C

'31

U I

A'

'C

PART W-3

PARTlY - SIGNATURE SHEET, NAME AND RESIDENCE OF PRINCIPALS SHEET AND PRICINGSI'! EE'r(S)

Rev, 9/23/14 (PA/PATH)

I PRICING SHEET(S)

Entry of Prices

a. The prices quoted shall he written in figures, in ink, preferably in black ink whererequired in the spaces provided on the Pricing Sheet(s) attached hereto and made a parthereof,

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

c. Prices must be submitted for each Item required on the Pricing Sheet(s), Bidders areadvised that the Items on the Pricing Sheet(s) correspond to the tequired services set forthin the Specifications hereunder.

d. Bidders must insert all figures as required and verily nil computations for accuracy. ThePort Authority in its sole judgment reserves the right to: ( I ) reject Bids without checkingthem for mathematical errors oromissions, (2) reject Bids that contain or appear tocontain errors or omissions, and (3) supply corrections to Bids that contain or appear tocontain mathematical errors and emissions, and in this case the Port Authority reservesthe right to recompute the Total Estimated Contract Price based upon the Unit Pricesinserted by the Bidder, which amount shall govern in all cases.

In the event that a Bidder quotes an amount in the Total Estimated column but omits toquote a Unit Price for that amount in the space provided, the Port Authority reserves theright to compute and insert the appropriate Unit Price,

The Total Estimated Contract Price is solely for the purpose Of facilitating thecomparisons of Bids. Compensation shall be in accordance with the section of thisContract entitled 'Payment".

PART IV-4PART IY-SGNATURE SHEET, NAME AND RESIDENCE OF PRINCIPALS SHEET ANt) PRICINGSHEET(S)

Rev. 9123/14 (PA/PATH)

CONTRACTOR'S PRICING SHEETS.XH1BIT A - SNOW REMOVAL

SECTION I: SNOW REMOVAL - FIRST YEARA. First 0 indies n Snow Season (Lump Sum)

B. SnowFall over tO inchesper inch x estimated 17 inches

S ?Y-i w-C. Total l3stimatcd Price br First Year For Section(Add totals AtU and enter on line C)

Total First Year - Snow Removal:

SECTION 2: SNOW REMOVAL SECOND YEARA. First 10 inches in Snow Season (Lump Sum)

Snowffihl ovet tO inches$ ____________/ per inch x estimated 17 inches

C. Total Estimated Price for Second Year For Section 2:(Add totals A'S and enter on line C)

Total Second Year - Snow Removal:

SECTION 3: SNOW REMOVAL - THIRD YEARA. First 10 inches in Snow Season (Lump Sum)

B, Snowflhl over 10 inches$ I per inch x es(i mated 17 inches

C. Total Estimated Price For '['bird Year Im Section 3(Add totals A+ B uji0clito , on line C)

Total Third Year - Snow Removal:

SECTION- 4:TOTAL Ti REE YEARS ESTIMATE EXHIBIT A;

(Total ol'Section I + Section 2 + Section 3 a Section 'I)

$ SLo L-

$_____

$L tw..!_

• _sjjl) M

PART IVIV - $PART IV - SIGNATURE SHEET, NAME AND RESJDENCEOF I'M NCIPALS SHEET AND PRICINGSHEET(S)

Rev, 9113114 (PA/PAil-I)

a

UI

n-C0

H OIl U LPRICE

S

$

$ tS.L

E11 . flJ4fl.LrTHIRD YEAR$ sc-

$

$

$

CONTRACTORS PRICING SHEETS- EXHIBIT B-- SUPPLEMENTAL WORK

C. DESCRIPTION EST. THIRDYEAR HOUR

Cl 7 Ihot plow & spreader 125

C2 Bobcat series $00 front loader

C3 8 or 10 yard dump u-tick 50

C4 I] yaitl dump truck 50

CS Three (3) cubic yard pay loader 50CO Labor and Equipment* 400

C7 Total Third_Ycar-Sapplernental Work (CI+C24C3-To IRCIU(IC all necessary Contractor supplied eqtdpinenl (shovels, hand spreodeis, scrapes, snow

II

to remove snow and ice from Port Auihority sidewalks, staftways, loading docks and walkways.

I). TOTAL THREE YEARS ESTIMATE-EXH I BIT 13:

$(S(int of A7+t37+C7 = 0)

EXHIBIT C: TOTAL ESTIMATED THREE YEAR CONTRACT PRICE:$fl(Sum or Exhibit A + Exhibit 13 = Exhibit C)

PART IV -6PART IV — SIGNATURE SHEET, NAME AND RESIDENCE OF PRINCIPALS SHEETANE) PRICINGSHEET(S)

ReV, 9/23114 (PA/PAT) 1)

111A

L

—

- ?t

a

Qa

to,') 2Hz

tfl,'° 2

.,0 0 C

2

-J

—

II

iii

taa•0

•1IfsII4

S (Jo. I

•1 UL

Ik

V

8

t3

PARTY - SPECIFICATIONS Part V-IRevised 9/23/14

PART V - SPECIFICATIONS, TABLE OF CONTENTS

1. Specific Definitions ............................................................................................................. 2

2. Work Required by the Specifications ............................................................ ...................... 2

3. Secure Worker Access Consortium (SWAC) .....................................................................2

4. Supplemental Work ...................... .................... ................................................................... 3

5. Required Equipment and Services ......................................................................................3

6. Inspection ...........................................................................................................................

7. Safety Requirements ........................................................................................................... 5

8. Equipment Standards .................. ......................................................................................... 5

9. Personnel Requirements ......................................................................................................6

10. Photo Identification Badges.............................................................................................6

U

PART V - SPECIFICATIONS

1. Specific DefinitionsTo avoid undue repetition, the following terms, as used in this Contract, shall be construed asfollows:

"Facility" means The Port Authority Teleport located in Staten Island New York."Snow Season" means November 1 through March 31."Snow" means what is commonly known as snow, slush, sleet, freezing rain, ice, and hail.

2. Work Required by the SpecificationsThese Specifications relate to the performance of snow and ice clearance services and shall beon a continuous twenty-four (24) hours per day and seven days per week basis as required.The Contractor shall supply, maintain, operate and supervise all personnel, materials andequipment necessary for performance under this Contract.

Snow clearance hereunder shall consist of the removal of snow and ice accumulations fromsurfaces of the Facility including but not limited to facility roadways, security buildings, sub-station, storage building Port Authority parking lots sidewalks and loading dock, Telecenterbuilding parking lots, shield wall perimeter roadway and South Avenue jug handle and shallinvolve the pushing and piling of accumulated snow and ice to locations designated by theManager within the Facility (see attached map.)

The ContractLr offers and agrees to furnish all labor, materials and equipment; perform allservices; and do all other things necessary or proper for the clearance of snow at The Teleporton Staten Island in accordance with the terms and conditions of the Contract. This is a serviceRequirements Contract under which the Contractor is bound to remove the actual amount ofsnow, which falls, and the Port Authority is bound to pay the Contractor for removal at theprices set forth in the Contractor's Pricing Sheets.

Secure Worker Access Consortium (SWAC)As directed by the Manager, the Contractor is required to have certain of its staff, and anysubcontractor's staff, materialmen, visitors or others over whom the Contractor/subcontractorhas control, who have access to certain areas or information, authorize the Authority and/orPATH or its designee to perform background checks and a personal identity verification check.As of January 29, 2007, the Secure Worker Access Consortium (S.W.A.C.) is the only PortAuthority approved provider to be used to conduct background screening and personal identityverification, except as otherwise required by federal law and/or regulation (such as theTransportation Worker Identification Credential for personnel performing in secure areas atMaritime facilities). Information about S.W,A.C,, instructions, corporate enrollment, onlineapplications, and location of processing centers can be found at http://www.secureworker.com ,or S.W,A.C. may be contacted directly at (877) 522-7922 for more information and the latestpricing. The cost for said background checks for staff that pass and are granted a credentialmay be reimbursable to the Contractor (and its subcontractors), if approved in advance by theManager in writing. Staff that are rejected for a credential for any reason are neverreimbursable,

PART V - SPECIFICATIONS Part V-2Revised 9/23/14

4. Supplemental Work

The Manager shall have the right at any time during the term of this Contract to direct theContractor to perform supplemental work requiring the provision of additional labor andmachinery beyond that necessary for standard snow and ice removal. Supplemental work shallinclude, but not be limited to the following, labor hours for snow and ice removal of sidewalks,walkways, stairways etc., equipment hours for snow removal less than I" and/or ice clearanceas defined herein. The Contractor's compensation for this supplemental work shall be inaccordance With hourly rates inserted in the Contractor's Pricing Sheet, Exhibit B -Supplemental Work,

Any snowfall removal of less than I" paid for under this section shall not be included inrecorded snowfall total for payment under the provision of this Contract regarding snowfallover 10 inches in a Snow Season, The Port Authority makes no guarantee what quantity, ifany, of Supplementary Work may be required. Unit prices of Supplemental Work includecompensation for all cost and expenses to the Contractor such as, but not limited to equipment,operators, fuel, administration, supervision, insurance, overhead and profit.

5. Required Equipment and Services

The Contractor shall provide during the term of the Contract at The Teleport on Staten Island,NY, for exclusive use in connection with this Contract, at a minimum the equipment withoperator listed in these specifications.

As and whenever the need arises during the contract period, the Contractor shall perform orshall cause to be performed for the Authority and to the Authority's satisfaction the followingservices:

a. Provide two (2) four wheel drive full size % ton pickup trucks equipped with automatictransmissions, 7' power reversing plows, 2 ½ cubic yard capacity hopper type automaticsalt and deicing material spreader, powered by a truck-engine-driven hydraulic pump(auxiliary engine power not acceptable), or equivalent. All equals are subject to PortAuthority approval, Spreaders will be utilized to apply Port Authority supplied bags and/orbulk deicing material.

b. At the accumulation of less than one (1) inch of snow or ice and or, to apply Port Authoritysupplied bags and /or bulk deicing materials for slippery ice conditions or whenever theManager deems necessary, the Contractor shall report to the Facility within one (1) hourupon being called in by the Manager or his representative. Compensation will be inaccordance to the hourly rate for supplemental work for actual time spent at the Facility. Ifthe snowprogresses and accumulation reaches or exceeds one (1) inch, the Contractor willbe compensated at the lump sum price for snow clearing and labor up to ten (10") inches,Compensation for snow clearing above ten (10") inches will be compensated by the perinch price for snow removal. No additional compensation will be paid to the Contractor toload or unload Port Authority supplied bags and/or bulk deicing materials into snow /iceclearing equipment.

c. At the accumulation of one (1) inch of snow or ice, recorded by the National Weather

Service at Newark Liberty International Airport, clearance of snow from the Facility

PART V - SPECIFICATIONS Part V.3Revised 9/23/14

roadways, security buildings., sub station, storage building, Port Authority parking lots,sidewalks and loading dock, Telecenter building parking lots, shield wall perimeterroadway and South Avenue jug handle, using two (2) plows with spreaders, and as thestorm progresses the following equipment shall be put into use:

One (I) or two (2) Bobcat series 800 front loaders or Port Authority approved equal,equipped with optional cab enclosures, heaters, headlights, and backup horns, as themanager may deem necessary.

d. At the accumulation of six (6) inches of snow or ice, recorded by the National WeatherService at Newark Liberty International Airport, clearance of snow from the Facilityroadways, security buildings., sub station, storage building, Port Authority parking lots,sidewalks and loading dock, Telecenter building parking lots, shield wall perimeterroadway and South Avenue jug handle, using two (2) plows with spreaders, two (2) Bobcatseries 80Q front loaders or Port Authority approved equal, in conjunction with thefollowing rubber tired equipment in service condition:

One (1) S or 10 Cubic Yard Tandem Dump Truck with Plow.

e. At the accumulation of twelve (12) inches or more of snow or ice, recorded by the NationalWeather Service at Newark Liberty International Airport, clearance of snow from theFacility roadways, security buildings., sub station, storage building, Port Authority parkinglots, sidewalks and loading dock, Telecenter building parking lots, shield wall perimeterroadway and South Avenue jug handle, using two (2) plows, two (2) Bobcat series 800front loaders or Port Authority approved equal, one (1) 8 or 10 yard dump truck plow inconjunction with the following rubber tired equipment in service condition, may berequired by the Manager as " Supplemental Work"One (1) 17 Cubic Yard Tandem Drive Dump Truck with Plow

f, In the event that snow and ice piling is no longer feasible because of excessiveaccumulations, the Manager shall have the option, in his sole discretion, to direct theContractor to haul the said piled snow by dump truck to a location within the limits of TheTeleport. This work shall be considered as supplemental work and will be compensated atthe hourly rates under supplementary work.

g. The Contractor shall provide the equipment stated above to be dispatched in accordancewith the requirements as specified herein and one (1) backup unit for every piece ofequipment set forth herein, to be in service within one (1) hour in the event of a breakdownof any unit.

All equipmerjt furnished shall conform to Port Authority standards as specified herein as wellas with all other requirements and standards. The Port Authority will allow the Contractor tostore two (2) lows and two (2) Bobcats without charge; -one plow with spreader must be kepton site during the snow season (November 1-March 31), on the Port Authority's premises atThe Teleport at a location or locations specified by the Port Authority's Manager.

Snow clearing operations hereunder shall include the removal of snow and ice accumulationsfrom various areas of the Facility as directed by the Manager and shall consist of the pushingand piling of such accumulated snow and ice and hauling of snow and ice as required to areas

PART V - SPECIFICATIONS Part V-4Revised 9/23/14

designated by the Manager. Snow and ice clearing shall continue until all of the areas specifiedby the Manager have been cleared to his/her satisfaction. Priorities may be determined at anytime by the Manager.

Snow and ice clearing hereunder shall be provided on a continuous twenty-four (24) hourbasis. The Manager's decision as to when removal operations are to commence, whichequipment shall be used, the quantity and type of equipment, the priorities of work and tacticaldecisions, shall in all respects be final and binding on the Contractor.

The Contractor shall retain and exercise control over the manner in which its employees,agents and employees perform their operations in the snow and ice clearance and other relatedservices performed and supplied hereunder. The Contractor shall be responsible for supplying,maintaining, operating and directing the equipment and workers necessary for fill andcomplete performance of the service provided for in this Contract. The Contractor shall berequired to assign a Supervisor with complete authority over all personnel and equipment toeffect proper performance under this contract. Said Supervisor shall remain on duty during alltimes when services are being performed hereunder and shall perform his/her duties from aPort Authority supplied portable radio, to receive direction from the Manager. There shall beno additional invoicing for the Supervisor.

6. InspectionAll operations and services of the Contractor !it with the Contract shall beat alltimes and places subject to the inspection of the Port Authority, its officers, employees andrepresentatives. In connection with the performance of its snow and ice clearing obligationshereunder, theContractor shall comply with such directions and procedures as may beestablished from time to time by the Manager.

7, Safety RequirementsAll equipment employed by the Contractor in furnishing services hereunder shall meet with thesafety requirements specified in the federal and local legislation governing occupational healthand safety of the employees, which would be applicable if the Port Authority were a privatecorporation and shall be of such quality as to accomplish the purpose of this Contract.

If, at any time, in the opinion of the Manager, improper or unsafe equipment is employed bythe Contractor in furnishing service hereunder, the Contractor shall, upon notice from the PortAuthority, employ such proper and safe equipment as may be specified in such notice, ordiscontinue the use of such improper and unsafe equipment as may be specified in such notice,as the case maybe. Any approval by the Manager of anything done or equipment used by theContractor shall be construed merely to mean that at the time the Manager knows of no goodreason for objecting thereto; and no such approval shall relieve the Contractor of his fullresponsibility for timely completion, safe and accurate performance of the work in accordanceherewith or from any duty, obligation or liability imposed upon him by the Contract or fromresponsibility, for injuries to persons or damage to property.

8. Equipment Standardsa. All equipment must comply with the requirements listed in the Teleport Rules and

Regulations as issued by the Port Authority of New York and New Jersey; said Rules and

PART V - SPECIFICATIONS Part V-SRevised 9/23/14

Regulations are available at the office of the Manager.b. At no time may the blade or bucket on any piece of equipment be raised more than twenty

inches (20") above the ground while such equipment is moving about the Facility.c. All broken windshields and windows shall be repaired within forty-eight (48) hours of

occurrence.d. Each piece of equipment shall be equipped with the following:

1. A back-up horn.2. A reflector diamond affixed to the rear end of the vehicle.3. Headlights, taillights, and three hundred and sixty (360) degree overhead amber light.4. A snow flag mounted vertically on top of the end of the plow blade.

9. Personnel RequirementsThe Contractor shall furnish competent and adequately trained personnel to perform theservices required of the Contractor under this Contract. All employees assigned to provide theservices at The Teleport must be able to communicate in English, to the extent necessary tocomprehend oral or written directions given by the Manager. If any such personnel do notperform the services to be furnished hereunder in a proper manner satisfactory to the Manager,the Contractor shall take all steps necessary to remedy such unsatisfactory performance.

a. During the snow season, the Contractor shall have a representative available on a 24-hourbasis that shall be authorized by the Contractor to receive and put into effect promptly allorders, directions and instructions from the Manager. Orders and directions may be givenorally by the Manager or his designated representative and shall be received and promptlyobeyed by the Contractor or his representative or any superintendent, foreman or otheremployee of the Contractor who may have charge of the particular part of the work inrelation to which the orders or directions are given by the Manager.

b. The Contractor must have a Supervisor assigned to this Contract who is experienced insnow and ice clearing operations similar to those required under this Contract or who hasworked with other companies or services of equal type, extent and complexity. TheSupervisqr shall have complete authority over all equipment and labor to effect properperformance under this Contract. Said Supervisor shall be in radio contact with theoperators of all required equipment and the Manager, and shall remain on duty at all timeswhen services are being performed.

c. The Contractor shall provide within one (1) hour notice by the Manager or hisrepresentative, a laborer or laborers in numbers specified by the Manager. The laborer maybe assigned the duties of, but not limited to; hand shoveling, hand spreading of snowmelting materials, or operating contractor supplied snow blowers. Payment for servicesperformed by these laborers and equipment shall be at the applicable hourly rate forlaborers for supplementary work set forth in the Contractors Pricing Sheets.

10. Photo Identification BadgesThe Contractor shall obtain for its employee's photo identification badges approved by the PortAuthority. Photo identification badges shall be worn in a conspicuous and clearly visibleposition by all personnel of the Contractor whenever performing work under this Contract.

PARTY -SPECIFICATIONS Part V.4Revised 9/23/14

PART!! GENERAL PROVISIONS...................................................................................................4I. Fad lity Rules and Regulations of The Port. Authority ..........................................................................42. Contractor Not An Agent- ............... ......... ....... ........................ ................. ...... ..... ........... ..................... .43 Contractors Warranties .................... ........... ............ ............................... ................. ..... ... ......... ............. S4. Personal Non-Liability .................... ........................ .............. ........................... ..... ................... ............ ..65, Equal Employment Opportunity, Affimiative Action, Non-Discrimination .........................................66, Rights and Remedies or the Part Authority ...........................................................................................67. Rights and Remedies of the Contractor .......................................................................................8. Submission To Jurisdiction.........................................................................................................9. Harmony- ' ...... --- ........................................ . . ............... ........................ .......10. Claims of Third Persons ..............................................................................................................II. No Third Patty Rights..................................................................................................................2. Provisions of Law Deemed Inserted............................................................................................

13, Costs Assumed By The Contractor.............................................................................................Id n..ri+

677

$

....8

..11

..11.12

1420. Indemnification and Risks Assumed By The Contractor ....................................................................1421. Approval of Methods ...........................................................................................................................IS22. Safety and Cleanliness .........................................................................................................................IS21 Accident Reports .................................................................................................................................is24. Trash Removal .....................................................................................................................................1625. Lost and Found Properly .....................................................................................................................1626. Property of the Contractor ...................................................................................................................1627. Modiflc4tion of Contract .....................................................................................................................1628. Invalid Clauses... .... ................ ...................................... .................................................... ............. ....... 1629. Approval of Materials, Supplies and Equipment ............ .......................... .......................................... .1630, Intellectual Property........................ .. ............................... ...... .. ...... ................... .................... ............... 1731. Contract Records and Documents - Passwords and Codes .............. ............................. ....... ............... 1732. Designated Secure Areas ......................................................................................................................733, Notification of Security Requirements ................................................................................................IS34. Construction In Progress ... ........... ........ ..... ...... ........... ................................. ........ .................... .......... ...2035. Permit-Required Confined Space Work ..............................................................................................2036. Signs ....................................................................................................................................................2037. Vending Machines, Food Preparation .................................................................................................2038. Confidential lnformationlNon-PubUeation .......................... .................... ............................................ ..2139, Time is of the Essence .........................................................................................................................2 I40. Holidays ...............................................................................................................................................21

flV'J9tflJIl "I uo1)vua,vtI UI Oil tIIL¼.%

IS. Sales or Compensating Use Taxes.....................................................................................................16. No Estoppel or Waiver-. ........ .................................. - ............... ...... - ............. ....... - ... .....17. Records and Reports ..........................................................................................................................18. General Obligations ...........................................................................................................................1 1), Assi gnments and Subcontracting.......................................................................................................

STANDARD CONThACT TERMS AND CONDITIONS

PA LU' I GENERAL DEFINITIONS...............................................

41. Personnel Standards ........ ........ ......... .................. .... ........................ ................................................... ...2242. General Uniform Requirements for Contractor's Personnel ...............................................................2243. Labor, Equipment and Materials Supplied by the Contractor .............................................................2244. Contractors Vehicles - Parking - Licenses ...... .......................................... ......... ....... ..... ....................23

Page I ofSta iula i'd Conirnçi 1'ernis and C'orulitioits

Rev. 10/20/14 (PA 1310)

45. Manager's Authority .2346. Price Preferenc. ................................. ... ...... .............................. ........ ................................................... 2347. M/WBE Good Faith Participation .......................................................................................................23

PART Ill CONTRACTOR'S INTEGRITY PROVISIONS ......... .... ....... ........... ......... ..................... 24I . Certification ofNo investigation (criminal or civil anti-trust), Indictment, Conviction,Debarment, Suspension, Disqualification and Disclosure of Other Information ...........................................242. Non-Collusive Bidding, and Code of Ethics Certification, Certification of No SolicitationBased On Commission, Percentage, Brokerage, Contingent or Other Fees ........................... .......... ......... .. ... 2$1 Bidder Eligibility for Award ofConuacts - Determination by an Agency olthe State of NewYork or New Jersey Concerning Eligibility to Receive Public Contracts ... ......................... ................. .........274, Contractor Responsibility, Suspension of Work and Termination—, ...... -- ............... ................... 275. No Gifts, Gratuities, Offers of Employment, Etc . ........ .......... .......................... .......... ......................... 276. Conflict of Interest ...............................................................................................................................287, Definitions ...........................................................................................................................................29

Stnndard Contr'acm 'Ucrius and Conditions Page 2 o129

Rev. 0/20/14 (PA 1311))

STANDARD CONTRACT TERMS AND CONDITIONS

PART I GENERAL DEFINITIONS

TO avoid undue repetition, the lol lowing terms, as used in this Agreement, shall be construed as follows:

Authority or Port Authorit y -Shall mean the Port Authority of New York and New Jersey.

çQflffaCLDOcufletjj ,orAgfeement - shall mean the writings setting forth the scope, terms, conditions andSpecifications for the procurement of Goods and/or Services, as defined hereunder and shall include. but not belimited to: Invitation for Bid (lEE), Request for Quotation (RFQ), Request For Proposal (REP), Purchase Order(P0). Cover Sheet, executed Signaurre Sheet, AND PRICING SI tESTS with Contract prices Melted,""STANDARD CONTRACT TERMS AND CONDITIONS' and, ii' included, attachments, endorsements,schedules, exhibits, or drawings, the Authority's acceptance and any written addenda issued overt lie name of theAssistant Director, Commodities and Services Division, Procurement Depar went,.

Days or Calendar Days shall mean consecutive calendar clays, Saturdays, Sundays, and holidays, included,

- unless otherwise specified, shalt mean seven (7) consecutive calendar days, Saturdays, Sundays, andhI days.

Ltaaj - unless otherwise specified. shall mean a calendar month.

flhjicetor - shall mehn the Director or the Department which operates the facility or the Port Authority at whichthe services hereunder are to be pe rfortned, for the time being, or his/her successor in duties for the purpose ofthis Contract, or one of his/her authorized representatives for the purpose of this Contract,

M_ana gqr shell m can the M at.iage r of the Facility For the time being, or his successor in duties for the purpose ofthis Contract, or his rio ly authorized representative For the purpose of this Contract,

No person shalt be deemed a representative of the Director or Manager except to the extent specificallyauthorized in an express n'iUen notice to the Contractor signed by the Director or Malinger, as the case amy be.Further, no person shall be deemed a successor in duties of the Director unless the Contractor is so notified inwriting signed by the Assistant Director. Commodities & Services Division, Procurement Department, Noperson shall be deemed a successor in duties of the Manager unless the Contractor is so notified in a writingsigned by the Director.

MJn.rJty Business Entcrpjsc (MUll) - shall mean it business entity which is at least 51% owned and controlledby one or more members of one or more minority groups, or, in the case of it publicly held corporation, at least51% of the stock ol which is owned by one 01' more minority groups, and whose management and daily businessoperations are controlled by one or note such individuals who are citizens or permanent resident aliens,

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

(u) Black pel'50n5 having origins in any of the Black African racial groups not of Hispanic origin;

(b) Hispanic persons of Mexican, Puerto Rican, Dominican, Cuban, Central or South Americanculture or origin, regardless of race;

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

Page 3 ol'29Sta attn rill Con tract Terms a nil Conditions

Rev, 10110/)4 (PA 13113)

(ci) Native American or Alaskan native persons having origins in any of the original peoples ofNorth America and maintaining identifiable tribal affiliations through membership andparticipation or community identification.

Site2fJkW.Qrh - or words of similar import shall mean the Facility and all buildings and properties associatedtherewith as described ill

Contract.

Sifiall Business fznter p risc (SB F) - The criteria for a Sinai I Business Enterprise ate:

o The principal place of business must be located ill York or New Jerseyo The Ii ni in ust have been in business for at least three years with activity;o Average gross income limitations by industry as established by the Port Authority.

Subcontractor - shall mean anyone who performs work (other than or in addition to the furnishing of materials,plant or equipment) in connection with the services to be provided hereunder, directly or indirectly for or onbehalf of the Contractor (and whether or not in privity of contract with the Coin ractor), but shall not include anyperson who furnished merely his own personal labor or his own personal services. "Subcontrnctor however,shall exclude the Contractor or any subsidiary or parent of the Contractor or any person, firm or corporationwhich has a substantial interest in the Contractor or ill the Contractor or the patent or the subsidiary of theContractor, or an officer or principal of the Contractor or of the parent of the subsidiary of the Contractor has itsubstantial interest, provided, however, that For the purpose of the clause hereof entitled "Assignments andSubcontracts" the exclusion in this paragraph shall not apply to anyone but the Contractor itself.

Women-Owned t3uiness nterpxjj (WRE) - shall mean a business enterprise which is at least 51% owned byone or more women, or, ill case ore publicly held corporation s at least 51% of the stock of which is ownedby one or more women and whose management and daily business operations are controlled by one or morewot nen who are citizens or perni anen t or resident aliens.

Wmii shall menu all services, equipment and materials (including materials and equipment, Wetly, furnishedby the Authority) and other facilities and all other things necessary or proper for, or incidental to the services tohe performed or goods to he furnished ill with the service to he provided hereunder.

PART II GENERAL PROVISIONS

Facility Rules and Regal at ions Write Port Authority

it The Contractor shall observe anti obey (and compel its oflicers, employees, guests, invitces. and thosedoing business with it, to observe and obey) the facility Rules and Regulations of the Port Authoritynow in effect, antI such further reasonable Rules and Regulations which may from time to tine duringthe term of this Agreement be promulgated by the Port Authority for reasons of safety, health,preservation of property or maintenance of good and orderly appearance and efficient operation of theFacility. The Port Authority agrees that, except in ease of emergency, it shall give notice to theContractor of every Rule and Regulation hereafter adopted by it at least five clays before the Contractorshall be required to comply therewith,

b. A copy of the facility Rules and Regulations of the Port Authority shall be available for review by theContractor at the Office ot'the Secretary of the Port Authority.

2. Coutt'nctot' Not An Agent

This Agreement does not constitute the Contractor the agent or representative of the Port Authority for anypurpose whatsoever except as may be specifically provided ill Agreement. It is hereby specificallyacknowledged Lind understood that the Contractor, in perform lug its services hereunder, is and shell be at all

Page 4 of 29Standnrtt Contract Terms and Conditions

Rev. 10120/14 (PA BID)

limes an independent Contractor and the officers, agents and employees of the Contractor shall not be or bedeemed to be agents, servants or employees of the Port Authority.

3. Con tractors Wa ira aties

The Contractor represents and warrants:tt That it is financially solvent, that itts experienced iii and corn potent to perform the requirements oil his

Contract, that the facts stated or shown in any papers Submitted or referred to in connection with thesolicitation are true, arid, lithe Contractor ben corporation, that it is authorized to perform this Contract;

h, That it has carefully examined and analyzed the provisions and requirements of this Contract, and thatfrom its own investigations it has satisfied itselins to the nature of all things needed lot the pet'forniatnor this Contract, the general and local conditions and all other matters which Iii any way alleet thisContract or its pe rlbrmance, and that the (hire available to it for such exam nat ion, analysis, inspect ionand investigation was adequate;

c. That the Contract is feasible of performance in accordance vitlt all its provisions nnd requirements andthat it can and will perform it in strict accordance with such provisions and requirements;

J. That no Commissioner, officer, agent or employee of the Purl Authority is personally interested directlyor indirectly in this Contract or the compensation to be paid here under;

e, That, except only for those representations, statements or promises expressly contained iii this Contract,no representation, statement or promise, oral or in writing, of any kind whatsoever by the PortAuthority, its Commissioners, officers, agents, employees or consultants has induced the Contractor toenter into this Contract or has been relied upon by the Contractor, including any with reference to: (Ithe meaning, coa'ectnes, Suitability. or completeness of any provisions or requirements of this Contract;(2) the nature, quantity, quality or Size 01' the ninteria Is, equipment,ipment, labor and other facilities needed forthe performance of this Contract; (3) the general or local conditions which may in any way affect thisContract orits performance; (4) the price of the Contract; or (5) any other matters, whether Similarar to ordifferent flom those referred to in (I) through (4) Immediately above, aIt'ectin g or having anyconnection with this Contract, the bidding thereon, any discussions thereof, the performance thereo ('orhose ell) plOyecl there in or connected or concerned therewith.

Moreover, the Contractor accepts the conditions at the Site of the Work as they nay eventually be found toexist and warrants and represents that it can and will perform the Contract under such conditions and that allmaterials, equipment, labor and other facilities required because of any unforeseen conditions (physical orotherwise) shall be wholly at its own cost and expense, anything in this Contract to tile contrarynotwithstanding.

Nothing in the Specifications or any other iwt of the Contract is intended as or shall constitute nrepresentation by the Port Authority as to the feasibility ofpetformance of this Contract or any pail thereof.

The Contactor furl her represents and warrants that it was given ample opportunity ci xl tin) e and by niennsof this panugra ph was requested by the Port Authority to review thoroughly all documents forming thisContract prior to openinglag of Bids on this Contract in order that it might request inCIUSi011 in this Contract ofany stateni ent, representation, promise or provision which it desired or on which it wished to place reliance;that it did so review said documents, that either every such statement, representation, promise or provisionhas beet) included In this Contract or else, if omitted, that it expressly relinquishes the benefit of any suchon itted Statement, representation, promise or provision and is willing to perform this Contract withoutclaiming reliance thereon or making any other claim ott account of such omission,

The Contractor further recognizes that the provisions of this numbered clause (though not only suchprovisions) are essential to the Port Authority's consent to enter into this Con I 'act and that withottt suchprovisions, the Authority would not have entered into this Contract.

Page 5 of 29Snividard Contract 'tcrnrs antI Conditions

Rev, 0/20114 (PA BID)

4. Personal NonLinblIity,

Neither the Commissioners of the Port Authority nor any of them, nor any officer, agent or employeethereof, shall be charged personally by Ike Contractor with nay liability, or held personally liable to theContractor under any tenn or provision of this Agreement, or because of its execution or attemptedexecution, or bceause ofnny breach, or attempted or alleged breach, thereof.

5. Equal Et))ptOy;tletit OppottlItlity, Atbt'ntntn'e Action, NOii.'l)isL'riuiiflrt(iott

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 employmentopportunity, affirmative action, and non-diset'iininn(ion !if

b. Without limiting the generally, of any other ten a or provision of this Contract, in the event of theContractor's non-corn p11811cc with the equal opportunity and non-diseriminatiori clause of tilts Contract,or with any of such statutes, ordinances, rules, regulations or Orders, this Contract may be cancelled.terminated or suspended In whole or in pan.

6. Rights and Remedies of the Port Authority

The Port Authority shall have the following rights in the event the Contractor is deemed guiltylty of a breachorally term whatsoever of this Coulmet:

a. The tight to take over and complete the Work or any part thereof as agent for and at file expenseof the Contractor, either directly or through others,

b. The right to cancel this Contract as to any or all of the Walk yet to be performed.e. The right to specific performance, all

or fin)' appropriate equitable remedy,d. The right to money damages.

For (lie purpose of th Is Contract, breach shall include but not be limited to the following, whether or notthe time has ...et arrived for performance of all obligation under this Contract: a statement by theContractor to alt)' representative of the Port Authority indicating that the Contractor cannot or will notperfonu any one or more of its obligations under this Contract; any act or emission of the Contractor orany other occurrence which makes it improbable at the time that it will be able to perform any one or moreof its obligations tinder this Contract; any suspension ofor failure to proceed with atty part of the Work bythe Contractor which makes it improbableprobable at the little that it will be able to ic rforni any one or mare of itsobligations under this Contract,

The enumeration in this numbered clause or elsewhere in this Contract ol' speci lie tights and remedies ofthe Port Authority shall not be deemed to Ifinit any other rights or reined es which

file Authority would

have in the absence of such enumeration; anti no exercise by the Authority of any right or remedy shalloperate as if Waiver of any other of its rights or remedies not inconsistent therewith or to estop it fromexercising such other rights or remedies,

7. Rights and Remedies oft lie Contractor-

Inasmuch as the Contractor can be adequately compensated by money damages for any breach of thisContract which may be committedhued by the Port Authority, the Cant actor express[), agrees that no dafan It, actor omission of the Port Authority shall constitute a material breach of this Contract, entitling the Contractorto cancel or rescind this Contract or to suspend or abandon performance.

8. Submission To'Jttrsdietion

The Contractor hereby irrevocably submits itself to the jurisdiction of the Courts of the State of New Yorkand New Jersey, in regard to any controversy arising out of, connected with, or In ally way concerning thisContract,

The Contractor agrees that the service of process on the Contractor in relation to such jurisdiction may bemade, at the option of the Port A uthority, either by registered 01' certified nail addressed to it at the address

Standard Contract Tertns and Conditions

Page 6 of 29

Rev. 10/20114 (PA BID)

of the Contractor indicated oil signature sheet, or by actual personal delivery to the Contractor, if theContractor is all to any partner if the Contractor be a partnership oil any a iTicer. director ormanaging or general agent if the Contractor be it

Such service shall be deemed to be sufficient when jurisdiction would not lie because of the lack of basis toserve process in the nanner otherwise provided by law. In any ease, however, process may be served asstated above whether or not it might otherwise have been served in a d ifi'erent manner.

9, 1-la mi on>'

a The Contractor shall not employ any persons or use any labor, oil oil any equipment. oi

lit

any condition to exist which shall or may cause or be conducive to any labor complaints, troubles,disputes oil

at the Facility which interfere or are likely to interfere with the operation of thePort Authority or with the operations of lessees, licensees oi l

users of the Facility or with theoperations of the Contractor under this Contract,

'file Contractor shall immediately give notice to the Port Authority (to be followed by written noticesand reports) of any and all impending or existing labor complaints, troubles, disputes or controversiesand the progress thereof, The Contractor shall use its best efforts to resolve any such complaint,trouble, dispute or controversy. If any type of strike, boycott. picketing, work stoppage. slowdown orother labor activity is directed against the Contractor at the Facility or against any operations of theContractor under this Contract, whether or not caused by the employees of the Contractor, and if any ofthe foregoing, in the opinion of the Port Authority, results or is likely to result in any curtailment ordiminution - of the services to be performed hereunder or to interfere with or affect the operations of thePort Authority or to interfere with or nflct the operations of lessees, licensees, or other users or theFacility oil

the event of tiny other cessation or stoppage of operations by the Contractor herettnder forany reason whatsoever, the Port Authority shall have the right at any time during the continuancethereof to suspend the opera! ions of the Contractor under this Contract, and during the period of thesuspension: the Contractor shall not perform its services hereunder and the Port Authority shall have theright during said period to itselfor by any third person or persons selected by it to perform said servicesof the Contractor using the equipment which is used by the Contractor in its operations hereunder as thoPort Authority deenis accessory and without cost to the Port Authority, miring such little ofsuspension, the Contractor shall not be entitled to any cot npensa t ion, Any flat fees, including,management fees, sha I he prorated. Prior to the exercise of such tight by the Port Authority, it shallgive the Contractor notice thereof, \vliicll notice incy be orn I, No exercise by the Port Authority of therights granted to it in the above subparagraph sun Ii be or be deemed to be a waiver of nay rights 01'

termination or revocation contained in this Contract or a waiver of nay rights or remedies which may beavailable to the Port Authority under this Contract oil

b. Daring the time that the Contractor is performing the Contract, other persons may be engaged in etheroperations oil about the worksite including Fad lity operations, pedestrian, bus and vehicular traffic"lid other Contractors performing at the works it a, all of wh cli shall remain ci interrupted,

The Contractor shall so plan and conduct its operations as to work fit with others engaged atthe site and not to delay, endanger or interfere with the operation of others (whether oi l

specificallymentioned ebove), all to the best interests of the Port Authority and the public as may be directed by thePort Authority,

10. Claims ofTtilt'd Persons

The Contractor undertakes to pay all claims lawlit fly made against it by subcontractors suppliersid's andworkers, and rill ! elaitus lawfully iliade against it by other third persons arising out ol' or in connection withor because of the performance of this Contract and to cause all subcontractors to pay all such claims

Page 7 o129Standard Contract Terms and ConditIons

Rev. 10120114 (PA tilt))

lawfully made Against them.

11. No 'thin! Pa ely Rights

Nothing contained in this Contract is intended fbi' the benefit of third persons, except to the extent that theContract speciflpally provides otherwise by use ofthe words "benefit" or 'direct right of action"

12 P rovisic as of Low Deemed inserted

Each and cveryprovisiorr of jaw and clause required by law to be inserted in this Contract shall be deemedto be inserted herein and the Contract shall be read anti enforced as though it were included therein, and fthrough mistake or otherwise any such provision is not inserted, or is not correctly inserted, then upon theapplication of either party, the Contract shall Forthwith be physically amended to make such insertion

13. Costs Assumed By The Contractor

It is expressly understood and agreed that all costs or the Contractor of whatever kind or nature and whetherimposed directly upon the Contractor tinder the terms and provisions hereof or In nay other mannerwhatsoever because of the requirements of the operation of the service ot' otherwise tinder this Agreementshall be borne by he Contractor or without compensation or re ni bri rsenient flon i the 'ott Authority, exceptas specifically set forth in this Agreement. The entire and complete cost and expense of the Contractor'sservices and operations hereunder shall he borne solely by the Contractor and under no cittumstnnces shalllie Port Authority be liable to any third party (including the Contractors employees) for any such costs and

expenses incurred by the Contractor and under no circumstances;stances shall the Port Authority be liable to tileContractor for the same, except as specifically set form in this Section,

14, Default, Revocation or Suspension of Contract

a, If one or more of the following events shall occur:

If fire of other cause shall destroy all or a substantial part ol' the Facility.

2, if any governi nenta I agency shall condemn or take a temporary or permanent interest in alt or itsubstantial part of the Facility, or all ola pail of the Port Authority's interest herein;

then upon the occttrrence of such event or at any time thereafter during ee continuance therof, tile Poti

Authority shall have the right on twenty-four (24) hours written notice to the Contractor to revoke thisContract, such revocation to he effective upon the date and time specified in suelt notice.

In such event this Contract, shall cease and expire on the effective dale of revocaUon tts if said date werethe date of the expiration of this Contract, Such revocation shall not. however, relieve the Contractor ofany liabilities or obligations hereunder which shall have accrued on or prior to the effective date ofrevocation,

b, If one or more of the following events shall occur:

The Contractor shall become insolvent, or shall take the benefit of any present or futureinsolvency stattite, or shall make a general assignment for the benefit of creditors, or File avoluntary petit ion in hnnkru picy or a petit ion or answer seeking an arrangement or itsreorganization or the readjustment of its indebtedness tinder the federal bankruptcy laws orunder any other law or statute of the United States or of any State thereof, or consent to theappointment ofa receiver, trustee, or liquidator ofall or substantially all its property: orBy order or decree of a court the Contractor shall be adjudged bankrupt or an order shall hemade a ppi'ov ing a petition filed by any at' the creditors, or, if t lie Contractor is a eorpot'ation,by any of the stockholders of the Contractor, seeking its reorganization or the readjustment of

Page 8 ot'29Standard Contnict Terms rind Conditions

Rev. 10/20114 (PA HID)

its indebtedness under the federal bankrupiey laws or under any law or statute of the UnitedStates or of any State thereof; or

1 A petition under any part of the federal bankruptcy laws or an action under any present orfuture insolvency law or statute shall he filed against the Contractor and shall not bedismissed within thirty (30) days after the filing thereof; or

'I, The interest or the Contractor under this Contract shall be transferred to, passed to or devolveupon, by operation of law or otherwise, any oilier poison. hrni or corporation, or

5. The Contractor, f a corporation, shall, without the prior written approval of the PortAuthority, become a surviving or merged corporation in a merger, a constituent corporationin a consolidation, or a corporation in dissolution; or

6. if the Contractor is a partnership, and the said partnership shall be dissolved as the result ofany act or omission of its copartner-s or any of them, or by operation of law or the order ordecree of any court having jurisdiction, or for any other reason ivliaIsocver Or

7. By or pt rsuant to, or under ant hod ty of any legislative act, resolutionhon or role, or any order ordecree of any cowl or governmental board, agency or officer having jurisdiction. a receiver',trustee, or liquidator shall rake possession or control of all or substantially all or the propertyof the Contractor and such possession or control of all or substantially all of the property offile Contractor and shall continue !it for a period of fifteen (IS) clays;

then ti pon the Occurrence of any such event or at an y time thereafter during the continuance thereof,(lie Port Authority shall have tile right upon rive (5) da ys notice to the Contractor to terminate thisContract and the rights of ' the Contractor hereunder; termination to be effective upon the date andtime specified in such notice as if said date were the dale of the expiration of this Coniract.Termination shall not relieve the Contractor of any liabilities or obligations hereunder which, haveaccrued oil prior to the effective date of termination.

KIM)' oft lie F01 10\611irig sha I occtr

'[lie Contractor shall cease, abandon any lWi of the service, desert, stop or discontinue itsservices in the premises for any reason whatsoever and regardless of the Ihult of theContractor; or

The Contractor shall fail to keep, per-iorrii and observe each and every other promise,covenant and agreement set forth inn this Contract on its part to he kept, performed orobserved, within five (5) days after receipt of notice of default thereunder from the PortAuthority (except where lultilhrnent of its obligations requires activity over it periodof time, and the Contractor shall have commenced to perform whatever may be required forfulfillment ivi Ii in five (5) clays after receipt of notice and continues sue-li performancew tb out loICITUpti011 except for causes beyond its contra I);

than uptin the occurrence ci I' any strch event 01' (Wring the c orit inuance thereof, the Port Authorityshall have (lie right oti twenty four (24) hours notice to tile Contractor' to her-ni i nate this Contract aridhe rights oft lie Contractor her'eu rider, terminationion to be e ffoct he upon the date

and timee specified

in such. notice. Terra nation shall not relieve the Contractor of any liabilities which shall haveacertredoni or prior to the effective date of termination.

d. if any oft the events enumerated in this Section shelf occur prier to commencement date of thisContract the Port Authority upon (lie occurrence of any such event or any little thereafter during thecontinuance thereof by twenty-fotri' (24) hours notice may terminate or suspend this contract andthe tights of the Contractor hereunder, such termination or suspension to be effective upon the datespecified In such notice,

C. No payment by the Pont Authority of any monies to the Contractor for any period or periods after

Page 9 of29SIrnnda rd Cantracr Tprnrs andConditions

Rev. 10120114 (PA BID)

default of any of the terms, covenants or conditions hereof to be performed, kept and observed bythe Contractor and no act or thing done or omitted to be done by the Port Authority shall he deemedto be a waiver of the right of the Port Authority to term nate this Contract or of any other right orremedies to which the Port Authority may be entitled because of any breach thereof. No waiver bythe Port Authority of any default oil part of the Con tractor in the perionu once of any of theterms, covenants and conditions hereof to be performed, kept or observed by the Contractor shall beor be construed to be it by the Port Authority of nay other subsequent delimit fitperformance of any of the said termm covenants and conditions.

In addition to all other rights of revocation or terminationon hereunder and

notwithstanding any otherprovision of this Contract the Port Authority may terni ante this Contract

and the rights of theCoin rue tor hereunder without cause at any time upon five (5) days written notice to the Con tractorand ill such event this Contract shall cease and expire on the date set forth in (he notice oftermination as fully and completely as though such dates were the original expiration date hereofand if such effective date of termination is other than the last day of the montli,the amount of thecompeilsation due to the Contractor from the Port Authority shall be prorated when applicable on itdaily basis. Such cancellation shall he without prej ud Ice to the rights and obligations of the partiesarising out of portions already performed but no allowance shall he made for anticipated profits.

g. Any right of term i nation contained ill paragraph, shall be in addition to and not fit of anyand all rights and remedies that the Port Authority shall have at law or in eq ii ity consequent uponthe Contractors breach of this Contact and shall be without prejudice to any and all such Otherrights and remedies, it is hereby specifically agreed and understood that the exercise by the PortAuthority of any right of termination set forth fit paragraph shall not be or be deemed to be anexercise by the Pail Authority of an election of remedies so as to preclude the Port Authority fromnay right to money damages it may have for the period prior to the effective date of termination tothe original expiration dale of the Contract, and this provision shall be deemed to survive thetermination of this Contract as aforesaid.

if (I) the Contractor fails to pet form any of its obligations under this Contract or any otheragreement between the Port Authority and the Contractor (including its obligation to the PollAuthority to pay any claim lawfully made against it by any supplier, subcontractor or worker orother person which arises out of or in connection with the performance of this Contract or any otheragreement with the Port Authority) or (2) any claim (J ust or tnijust) which arises out of or inconnection will this Contract or any other agreement between the Port Authority and the Contractoris made against he Port Authority or (3) any subcontractor under this Contract or any otherngreemcnt between the Port Authority arid the Contractor rails to pa' any c lainis lawl'ti lly madeagamst, it by any suppler, subcontractor, worker or other third person which arises out of or fitconnec ion with this Contract or any other agreement between the Port A tithority and the Contractoror if In the opinion of the Port Authority any of the aforesaid contingencies is likely to arise, thenthe Port A ttthot'ity shall have the right, in its discretion, to withhold out of any payment (final at-

Otherwise) such sums as the Port Ant hority may deeni ample to pt'otect it against delay or loss or toassure the payment of j ttst clai ms of th it'd persons, and to apply such sums in such manner as thePort Atthority may deem proper to secure such protection or satisfy such claims. All sums soapplied shall be deducted ft'oiit the Contractor's compensation. Omission by the Port Authority towithhold ottt orally payment, Final or otherwise, a sun for any of the above contingencies, eventhough such contingency has occurred at the time ol' such payment, shall not be deemed to indicatethat the Port Authority does not intend to exercise its right with respect to such contingency.Nei thor the above provisions for rights of the Port A nthority to withhold and apply monies nor anyexercise or attempted exercise of, or omission to exercise, such rights by the Port Authority shallcreate any obligal ion of atty kind to such suppliers subcontractors, worker or other third persons. Ihowever, the payment of any amount due the Contractor shall be improperly delayed, the PortAtm tliot'iy shall pay the Contractor interest thereon at the rate of 6% per annum lot' the period of (lie

'age 10of2QStnncta rd Contract 'Fertuus and Conditions

Rev. 0/20/1,I (PA BID)

delay, it being agreed that such interest shall be ill of and ill of any damages to theContractor because of such delay.

II the Port Authority has paid any sum or has incurred any O bligation or expense which theContractor has agreed to pay or reimburse the Pail Authority, or if the Port Authority is required orelects to pay any sum or sums or incurs any obligations or expense by reason of the failure, neglector refusal Of the Contractor to perform or fulfill any one or more of the conditions, covenants, oragreements contained in [his Contract, or as a result of an act of omission oft he Contractor contraryto the said conditions, covena a Is and agreements. the Contractor shall pay to the Port Authority thesum o suns 50 pr id or expense so incurred, including all i mcicsts, costs and dnniagm promptlyupon the receipt of the Port Authority's sutenien t there (öre The Port Authority may, however, inits discretion, elect to deduct said sum or sums from any payment payable by it to the Contractor.

If the Port Authority pays any installment to the Contractor without reducing said installment asprovided fit Contract, it may reduce any succee ding installment by the proper amount, or it maybill the Contractor for the amount by which the installment paid should have been reduced and (lieContractor shall pay to the Pot[ Authority any such aniotint promptly upon receipt of the PortAuthority's statement therefore.

k. The Pert Authority shall also ha wethe rights set forth above ill event the Contractor shall

become insolvent or bankrupt or if his affairs are placed fit hands of it trustee or

assignee for the benefit of creditors.

IS. Sales or Compensating Use 'faxes

Purchases of services and tangible personal property by the Port Authority in the States of New York andNew Jersey arc generally exempt from state and local sales and compensating use taxes, and from mostfederal excises (Taxes). Thereftwe, the Port Authority's purchase of the Contractor's services tinder thisContract is exempt from Taxes. Accordingly, the Contractor must not include Taxes in the price charged tothe Port Authority for the Contractors services tinder this Contract. The Contractor certifies that there tireno such taxes included in the prices for this Contract, The Contractor shall retain a copy of this Contract tosubstantiate the exempt sale.

The compensation set irth ill Agreement is the complete compensation to the Contractor, and the PortAuthority will :110t separately reini burse the Contractor for any tmes unless specifically set forth in thisAgreement.

16. No Estoppel or Waiver

The Port Authority shall not be precluded or estopped by any payment, ttiial or otherwise, issued or madetinder this Contract, from showing at any tine the true amount and character of the services performed, orFrom showing t lint any such payment is Incorrect or wasni properly issued or made: and the Port Authorityshall not be precluded or estopped, notwithstanding any such payment, from recovering from the Contractorany damages wh ic Ii it may sustain by reason of any mi lute oil part to comply strictly .svith this Contract,mid any moneys which may be paid to it or for its account in excess of those to which it is lawfully entitled.

No caneeilntioi, rescission or annulment hereof, !it or as to any part of the services to he Providedhereunder, or because of any breach hereof, shall be deemed a waiver of any money damages to which thePort Authority may be entitled because of such breach, Moreover, no waiver by the Authority orally breachof this Contraetshall he deemed to be it of any other or any subsequent breach.

17. Records and Reports

The Contractor shall set up, keep and maintain (and shall cause its subcontractors to set up, keep andmaintain) in accordance with generally accepted accounting practice during the term of this Agreement and

Page It of 29Standard Contract Tcniis and Conditions

Re". 10/20/14 ( PA 131D)

any extensions thereof' andfor three years after the expiration, termination or revocation thereof, records,payroll records and books of account (itteluditig, but not limited to t records of original catty and dailyforms, Payroll runs, cancelled checks, little records, union a greenients. Cot) tracts With health, pension andother third party benefit providers) recording all transactions of the Contractor(and its subcontrac(ors), at,through or ill way connected willi or related to the operations of the Contractor (curl its stthcon(rnctors)hereunder, including but not limited to all matters relating to the charges payable to the Contractorhereunder, all wages and supplemental benefits pad or provided to or for its employees (and itssubcontractors employees) and such additional Information as the Port Authority may from lime to timeand at any time require, and also including, if appropriate, recording the actual number of hours of serviceprovided under the Contract, and keeping separate records thereof which records and books of Account shallbe kept at all tines within the Poti District, The Con tractor shall permit (and cause its subcontractors toperintt) ill business hours during the term of this Agreement including Lilly extensions thereof andfor three years (hereafter the examination and audit by thc officers, employees and representatives of tIlePort Authority of such records and books of account mid also any records and books or account of anycompany which is owned or controlled by the Contractor, or which owns or controls the Contractor ilsuidcompany per forms services similar to those performed by tile Contractor anywhere

ill Foil District,I loivever, if with in the aforesaid three year period the Port Authority has notified the Contractor in writingof a pending claim by the Port Authority tinder or it) connection with this Contract to which any of theaforesaid records and documents of the Contractor or of its subcontractors jelate either directly or indirectly,then the period of such right of access shall be extended to the expiration of six years from the date of fluialpayment with respect to the records and documents involved.

Upon request of the Port Authority, the Contractor shall furnish or provide access to the federal Form 19(Employment Eligibility Verification) for each individual performing work under this Contract. Thisincludes citizens and nonchizens.

The Contractor (and its subcontractors) shall, at its own ex'j)eti%e, i asia II, m ai tttai ii and use such equipmentpmentand devices for recording the labor hours of the service its shall be appropriate to its business and necessaryor desirable to keep accurate records of the same arid as the genera] manager or the Facility Manager mayfrom time to time require, and the Contractor (and its subcontractors) shall at all reasonable times allowhispection by the agents and employees of the Port Authority of all such oquipnient or devices.

a, The Contractor hereby further agrees to furnish to the Port Authority from time to time such writter)reports ii connection with its operations hereunder its the Port Authority may deem necessary ordesirable, The format of all forms, schedules and reports furnished by the Contractor to the PortAuthority shall be subject to the continuing approval of the Port Authority.

b. No provision ill Contract giving the Port Authority it right of access to records arid docutnerils isintended to impair or aflèet arty right of access to records and documents which they would have illabsence of such provision. Additional record keeping may he requited tinder other sections of thisContract.

I8 General Obligutions

a, Except where expressly requited or permitted herein to be oral, all notices, requests, consents andapprovals required to be given to or by either party shall be ill and all sttch notices, requests,consents and approvals shall be personally delivered to the other party during regular business hours orforwarded to stick patty by United States certified mail, return receipt requested, addressed to the otherparty at Its address hereinbefore or hereafter provided. Will further notice the Contractor herebydesignates the address shown on the bottom of the Contractors Signature Sheet as their address towhich such notices, requests, consents, or approvals may be forwarded. All notices, requests,consents, or approvals of the Contractor shall be forwarded to the Manager at the FneUity,

b, The Contractor shall comply with the provisions of all presettt and future federal, state and mntrniclpullaws, r tiles, regm rations requirements, ordinances, orders and directionsions witch pertain to its operations

Page l2 o179Standard Contract Terms and Conditions

Rev. 10/20114 (PA flit))

underthis Contract and which affect the Contract ()r the performance thereof and those engaged thereinas if the said Contract were being performed for a private corporation, except where stricterrequirements are contrnnecl in the Contract in which case the Contract shall control. The Contractorshall procure for itself all licenses, ccii ficates, penn its or othet' authorization from all governmentalauthorities, if any, having jurisdiction over the Con tractor's operations hereunder which may beneccsstu'y for the Contractor's operations. The Contractor's obligation to comply vvith goveninlentfl Irequirements a it not to be construed as a submission by the Port Authority to the appiiefttioO to itselfof such requirements.The Contractor shall pay all taxes, license, certification, permit and examinatioti fees and exciseswhich may be assessed on its property or operations hereunder or income therefrom, and shall make allApplications, reports and returns required ñì connection therewith.The Contractor shall, in conducting its operations hereunder, lake all necessary precautions to protectthe general environment and to prevent environmental pollution, contamination, damage to propertyand personal it my. it the event the Contractor encounters iii nierial reasonably believed to beasbestos, polych Ion nated biphenyl (PCB) or any other hazardous material, in conducting its operationshereunder, the Contractor shall i nitied iately stop Work in the area affected and report the condition Inwriting to the Manager, Work in the affected area shall not thereafter be resumed by the Contractorexcept upon the issuance of a written order to that effect front the ManagerThe Contractor shall promptly observe, comply with and execute the provisions of any and all presentand future rules and regulations, requ I rem ems, standard orders and directions of the AmericanInsurance Association, the Insurance Services 0111cc, National Fire Protection Association, and anyother body or organization exercising sinu lar functions which may pertain or apply to the Contractor'soperations hereunder,

The Contractor shall not do or permit to be done any act which:will invalidate or be in conflict with any fire insurance Policies covering tIm Fac il ty or anypart thereof or upon the contents of any building thereon: or

2. will increase the rate of any fire insurance, extended coverage or rental insurance on theFacility or any part thereof or upon the contents of any building thereon; or

3. In the opinion of the Port Authority will constittile a hazardous condition, so as to increaseOle risk normally attendant upon the operations contemplated by this Contract; or

4. may cause or produce in the premises, or upon the Facility any untisstal, nox ions orobjectionable smoke, gases, vapors, odors: or

5, iiay interfere with the ellectiveness or accessibility of the drainage and sewerage systel% fireprotection system, sprinkler sys teni. alarm system, fire hydrants and hoses, if any, installed orlocated or to he installed or located in or on the Facility; or

6. shall constittite 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.

If by reason of the Contractor's failure to corn ply with the provisions of this Section and provided thePort Atithority has given the Contractor five (5) days written notice of its failure and the Contractorshall not hqvc cured said failure within said live (5) days, any fire insurance, extended coverage orrental insurance rate on the Facility or any pail thereof or upon the contents of arty buikling thereonshall at any time be higher than it otherwise would be, then the Contractor shall on demand pay the PortAuthority that part of all fire insurance, extended coverage or rental insurance premiums paid or payableby the Port Authority which shall have been charged because of such violations by the Contractor,

g. The Contractor shall conduct its operations hereunder so as not to endanger, unreasonably interfereMill, or delay the opera lions or activities orally tetni nts or occupants on the Premises or the Facility and,moreover, shall use the sonic degree of care in performance on the premises as would be required bylaw of the Port Atithori ty and shrill conduct operations here tinder in a courteous, eflic kiit and safemanner,

Ii, The Contractor shall provide such equipment and medical facilities as may be necessary to supply first

Page 13o129Standard Contract Terms and Conditions

Rev. 0/20/14 (PA RID)

d

C.

aid service in case of accidents to its personnel who may be injured in the furnishing of servicehereunder, The Contractor shall maintain standing arrangements for the removal and hospital treatmentof any of Is personnel who may be injured,

19, Assign urea tsn ad Subcontracting

a. The Contractor shall not sell, transfer, mortgage. pledge, subcontract or assign this Contract or any partthereof or any of the rights granted hereunder or any moneys due or to become clue to it hereunder orenter into any contract requirin g or permitting the doing 01' anything hereunder by an independentContractor, without the prior written approval of the Port Authority, and any such sale, transfer,mortgage, pledge, subcontract, assignment or contract without such prior written approval shall he voidas to the Port Authority,

b. All strbco g tr'aciors who provide permanent personnel to the Contractor For work tinder this Contractshall be given written notice to comply with all requirements of the Contract The Contraclor shall beresponsible arid liable for' the performance and acts oleach subcontractor

e. All persons to whom the Contractor sublets services shall be deemed to he its agents and no sublettingor approval thereof shall be deemed to release this Contractor from its obligations trader this Contract orto impose tiny obligations on the Port Authority to such subcontractor or to give the subcontractor anyrights against the Port Authority.

20. hudeinniticittion Out)ci Risks Assumedmccl B)' The Contractor

To the extent permitted by law, the Contractor shall Indemnify and hold harmless the Port Authority, itsCommissioners, ofllcers, representatives and employees from and against all claims and demands, just

at-

unjust, of third persons (including Contractor's employees, employees. officers, and agents of the PortAuthority) arising out of or in any way connected or alleged to arise out of or alleged to be in any wayconnected with the Contract and all other services and activities of the Contractor Under this Contract andfor all expenses Inclined by it and by them in the defense, settlement or sat is faction thereor, includingwithout limitation thereto, Claims and demands for death, for personal injury or for property damage, director consequential, whether they arise from the acts or omissions of the Contractor, the Port Authority, thirdpe'sottsncltrding Contractor's employees, employees, officer's, and agents of the Port Authority), or fromthe acts of God or the public enemy, or otherwise, including claims and demands of any local jurisdictionagainst the Port Authori ft in connection with this Contract

The Contrnctor assumes the following risks, whether such risks arise from acts or omissions (negligent ornot) of the Contractor, the Port Authority or third persons (including Comnractor's employees, employees,officers, and agnts of the Port Atrtliority)or from any other cause, excepting only risks occasioned solely byafltr'niative willful acts of the Port Authority done subsequent to the opening of proposals on this Contract,and shrill to the extent permitted by law indemnify the l'orl Authority for all loss or damage incurred inconnection svii It such risks:a. The risk ofthny and all loss or damage to Port Authority property, equipment (JaClUdinL hut not limited

to atrtonioti•ve and/or mobile equipment), materials and posses sions, on or ofl' the premises. the loss ordamage of which shall arise out of the Contractor's operations hereunder. The Contractor shall If sodirected by the Port Authority, repair, rep lace or rebuild to the satisfaction of the Port Authority, anyand all parts of the premises or the FacilIty which may be damaged or destroyed by the acts oromissions of the Contractor, its officers, agents, or employees and if the Contractor shall fail so torepair, replace, or rebuild with due diligence the Port Authority may, at its option, perlbrin any of theforegoing work and the Contractor shall pay to the Port Authority the cost thereof,

b. The risk of arty and all loss or damage of the Contractor's property, equipment (including but not limitedto automotive and/or mobile equipment) materials and possessions on the Facility.

c. The risk of claim. whether made against the Contractor or the Port Authority, for nay and all loss ordamages occrrrri ng to any properly, eqtu pm cnt (including but not Ii ni ted to a titotnotl ye and/or mobile

Page 14 o129Slandaril Contract Terms and Conditions

Rev. 10/20/14 (PA BID)

equipment, materials and possessions of the Contractor's agents, employees, matetinlinen and othersperlbruing work hereunder,

d. The risk of claims for III damage or loss of any kind just or unjust of' third persons arising oralleged to at' se out oft the performance of work hereunder, whether such claims are made against theContractor or the Port A tribal ity

If so directed, the Contractor shall at its own expense defend any so it based 111)011 any such claim or

demand, even liiif such suit, cIa or demand is groundless, raise or fraudulent, and III such shall

not, without obtaining express advance permission from the General Counsel of the Port Authority, raiseany defense involving

III way the jt'risd iction of the tribunal over the person of the Port Authority, theliii ni unity of the Port Authority, its Commissioners, officers, agents or employees, the goveninienta I natureof the Port Authority or the provision of any statutes respecting suits against the Port Authority

Neither the requirements of the Port Authority tinder this Contract, nor of the Port Authority of themethods of performance hereunder nor the failure of the Port Authority to call attention to itii proper or

inadequate methods or to require a change in the method of performance hereunder nor the Pliltire of thePort Authority to direct the Contractor to take any particular precaution or other action or to refrain fromdoing any particular thing shall relieve the Contractor of its liability for injuries to persons or damage toproperty or env i ronnient ol impairment arising out of its ope rat ions.

21. Approval of Methods

Neither the approval of the Port Authority of the methods of Rwn ishi ng services hereunder nor the failure ofthe Port Authori t y to call attention to improper or inadequate methods or to require it change

III the method

el famishing services hereunder, nor the Failure of the Port Authority to direct the Contractor to take anyparticular precautions or to refrain from doing any particular thing shall relieve the Contractor of its liabilityfor injuries to persons or damage to property or environmental impairment arising out of its operations.

22. Safety and Cleanliness

a. The Con tractor shall, in the loin ish ing of se

t v ices hereun tIer, exercise ever)' preentit ion to prevent injury

to person or damage to properly or environmental impairment and avoid inconvenience to the occupantsof or any visitors to the Facility. The Contractor shall, without limiting the generality hereof, place suchpersonnel, erect such barricades and railings, give such warnings, display such lights, signals or signs,place such cones and exercise precautions as may he necessary, proper or desirable.

h. The Contrator shall !it of tinsafe floor conditions due to constrttction, wetness, spillage, sicknessand all other types of hazardous conditions proceed to rope off the unsafe area and place appropriatewarnings signs to prevent accidents from occurring. The Contractor shall clean said area to thesatisfaction critic Manager.

e, The Contractor shall at all times maintain in a clean and orderly condition and appearance any and allfac i I ties provided by the Port Authority for the Contractor's operations, and all lixtttres, sink closets,equipment, and other personal property of the Port Authority which are located

III facilities.

23. Accident Reports

The Contractor , shall promptly report in \vritilig to the Manager of the Facility and to the Deputy Chief,Litigation Management oft he FoiL Authority all accidents whatsoever arising out of or in connect ion withits operations hereunder and which result iii death or injury to persons or damage to property, setting forthsuch details thereof as the Port Authority may desire. En addition, If death or serious injury or seriousdamage is caused, such accidents shall be immediately reported by telephone to the aforesaid representativesof fill? Port Authority,

Page 15 of29Standard Contract terms and Conditions

Rev. 10120114 (PA Dlii)

24. Trash Removal

The Contractor shall remove daily from the Facility by means provided by the Contractor all garbage. debrisand other waste material (solid or liquid) arising out of or in connection with its operations hereunder, andany such garbage, debris and other waste material not imñied rately removed shall be temporarily stored in aclear and sanitary condition, approved by the Facility Manager and shall be kept covered except when fillingor emptying them. The Contractor shall exercise care in removing sticli garbage, debris and other Wastematerials front Facility, The manner or such storage and removal shall always be subject in all respectsto the continual approval of the Port Authority. No equipment or liei lities of' the Port Authority shall beused in atmeli removal unless with its prior consent in writing. No such garbage, debris or other waste

'nimaterials shall he or be permitted to be thrown, ci iseharged or disposed into or upon the waters at orbounding the Facility,

25. Lost and Found Property

The Contractor shall instruct its personnel that all items of personal propel) round by the Contractor'semployees at the Site must be turned in to the Port Authority and a receipt will be issued tltettl'or,

26. Property of the Comi I raetnr

a.All property or the Contractor at the Site by virtue or this Contract shall be removed on or bei'ore theexpiration or sooner termination or revocation of this Contract.

b.I r the Contractor shall fail to remove its property upon the expiration, termination or revocation or thisContract the Port Authority may, at its option, dispose of such property as waste or as agent for theContractor and at the risk and expense or the Contractor, remove such property to it warehouse, orii ny retain the same in its own possession, and in either event afler the expiration of thirty (30) days maysell the same in accordance with any method deemed appropriate; the proceeds of any such sale shall beapplied flrst, to the expenses of sale and second, to any sums owed by th lle Contractor to the PoAuthority; any bnlanee remaining shall be paid to the Contractor. Any excess or the total cost or removtmLstorage and sale and other costs incurred by the Port Authority as n result or such railure of pert'ornionceby the Contractor over the proceeds or sale shall be paid by the Contractor to the Port Authority upondemand,

27. Mod i ticitlion of Contract

This Contract may not be changed except in writing signed by the Port Authority anti the Contractor. TheContractor agrees (hill no representation or warrantiesties al inII he bin cling ii pomi the Port Authority unlessexpressed ill writing, in this Con tract,

28. Invalid Clauses

If any provision of this Contract shall be such as to destroy its niutuality or to render it invalid or illegal.then, if it shall not appear to have been so material that without it the Contract would not have been made byfile parties, it shall not be deemed to form part thereoi but the balance or the Contract shall remain in 1111force and effect:

29, Approval of Materials, Supplies and Equipment

Only Port A tmt hon ty approved materials, supplies, and equipment are to be used by the Contractor inperformingag the Work hereunder. Inc us ion of chemical containing materials or supplies on the PortAuthority Apprcvcd Products List - Envi ronniental Protection Supplies constitutes approval. The list maybe revised from t ne to t i me and at any time by the Port Authority and it shall be incumbent upon theContractor to obtain the most current list from the Manager oft the Facility.

At anytime during the Solicitation, pre-perfom'niance or performance periods, the Contm'oetor may propose theuse of an alternate product or products to those on the Approved Products List - Environmental ProtectionSupplies, which product(s) shall he subject to review and approval by the Port Authority. Any alternate

Page ItS al'29Standard Contract Terms and Comtdlttumis

Rev. 10/20/ 14 (PA llID)

product so approved by the Port Authority may be used by the Contractor in perlorming the Serviceshereunder Until such approval is given, only products on the Approved Products List - EnvironmentalProtection S up lies may he used.

30. Intellectual Property,

'11w right to use till Patented materials, appliances, processes of mono facture or types or construction, tradeand service marks, copyrights and trade secrets, collectively hereinafter referred to as "latelleettial PropertyRights", in the performance or the work, shall be obtained by the Contractor without separate or additionalcon) pensa I ton. Where the services u I ider this Agreement require the Con tractor to provide materials,equipment or so tiware for the use of the Port Authority or its employees; or agents, the Port Authority shallbe provided Mth the Intellectual Property Rights required fbi' such use wit ho Lit further compensation than isProvided foi' under this Agreement.

The Contractor shall indemnify the Port Authority against and save it hanu loss from all loss and CXC)1SC

incurred as a result of any claims in the nature ol' In tel lecttta I Property Rights infringement arising out of theContractor's or Port Authority's use, in accordance wilt) the above immediately preceding paragraph. of anyIntellectual Property. the Contractor, if req uestecl, shall conduct all negotiat ions with respect to and dc fendsuch cia mis, II' the Contractor or the Port Authority, its em ployees or agents be enjoined either temporarilyor permanently from the use of any so bject ni alter as to which the Con tine tor is to indemnify the PortAuthority against infringement, then the Port Authority may, ivithon t Ii mit i ug any other rights it may have,require the Contractor to supply temporary oi' pennanent replacement facilities approved by the Manager,and if the Contractor fails to do so the Contrnctor shalt, at its expense, remove all such enjoined facilitiesand refund the cost thet'eof to the Port Atithority or take such steps as may be necessary to insurecompliance by the Contractor and the Port Authority with said injunction, to the sat lsthct ion of the PortAuthority.

In addition, the Contractor shall promptly and fully inform the Director in N yriling of any intellectualproperty rights disputes, whether existing or potential, of which it has knowledge, relating to any idea,des gn, method ., material, equipment or any other matter related to the subject matter oft his Agreement orcoil) ing to its attention in connect ion with this Agreement.

31 Coati-net II ecot'ds and Doen me tits - Passwonls and Codes

When the performance of' file contract services reqti i re's the Contractor to produce, compile or maintainrecords, data, (Ira wings, 01' documents of any kind, regard less of the media utilized, then all Such records,drawings, clot a a ad do cit tue n t s which are produced,uced, prepared or compiled in connection vi I h this contract,shall become the property of the Port Authority, and the Port Authority elm II have the right to use or petimi ittile use of them and any ideas or methods represented by them f'oi' any purpose and at any tine without other0n) pensa t ion than that specifically provided herein.

When ill tile performance of the contract services the Contractor utilizes passwords or codes for au)'purpose, at any time during or after the pertormanec of such services, upon written request by the Authority,the Contractor shall make available to the designated Authority representative all such passwords and codes.

32. Designated Scenic Areas

Services under the Contract may be required in designated secure areas, as the same may be designated by theManaget' from time to time ("Secure Areas"). The Port Authority shall require the observance of certainsecurity procedures with respect to Secure Areas, which may include the escort to, at, and/or 'roam said highsecurity areas by security personnel designated by the Contractor or any subcontractor's pci'sbnnel required to

Page 17o129Standard Contract 'l'erins nulLS Conditions

Rev, 10120/14 (PA BID)

work therein. All personnel that require access to designated secure areas who are not tinder positive escort byall individual will he required to undergo background screening and personal identity von fleat ion.

Pony-eight (48) hours prior to the proposed performance of nay work in a Secure Area, the Contractor shallnotify the Manager, The Contractor shall conform to the procedures as may be established by the Manager frontlate to time and at any time for access to Secure Areas and the escorting of personnel heron nder. Prior to the

start of work, the Contractor shall request a description from the Manager of the Secure Areas which will be ineffect oil commencement date, The description of Secure Areas may be changed from time to time and atany time by the Manager during the term of the Contract.

33. Notification of Security Requirements

The Authority has the responsibility of ensuring safe, reliable and secure transportation facilities, Systems. 011(1

projects to maintain the well-being and ecottoni ic competitiveness of the legion. Therefore, the Authorityreserves the right to deny access to certain documents, sensitive security construction sites and facilitiesinelLiding rental spaces) to any person that declines to abide by Port Authority security procedures and

protocols, any person with a criminal record with respect to certain crimes or who may otherwise poses a threatto the construction site or facility security. The Authority reserves the right to impose multiple layers of securityrequirements oil Contractor, its staff and subcontractors and their staffs depending upon the level of securityrequired, or may make any amendments with respect to such requirements as determined by the Authority.

These security requirements may include but are not limited to the following:

• Execution of Logijjtljjjt Aproved Non-disclosure Aureeuieffls

At the ci irectipn of the Port Authority, the Contractor shall be required to have its principals, stall and/or

subcontractors) and their staff, execute Port Authority approved non-disclosure agreements.

• Contractor! SubctnIcIcrJcKmtity checks and background serecuijig

'file Poll Authority's designated background screening provider may require Inspection of not less thantwo forms of valid/current government issued identification (at least one having an official photograph) toverify stairs name and residence; screening federal, state, and/or local criminal justice agencyinformation databases and files; screening of any terrorist iclenti Acm ion files: access identification toInclude some form of biometric security methodology such as fingerprint, facial or iris scanning, or thelike.

The Contractor may be required to have its staff, and any subcontractor's staff', material-aten, visitors orothers over whom the Contractor/subcontractor has control, authorize the Authority or its designee toperform background checks, and a personal identity verilication check Such authorization shall be in aForm acceptable to the Atttltority. The Contractor and subcontractors may also be required to use anorganization designated by the Authority to pert orni the background checks.

As of January 29, 2007, the Secure Worker Access Consorium (SW.A.C.) is the only Port Authoritynpprovccl provider to be itself to conduct background screening and persona I Identity verification, exceptas otherwise required by federal law and/orregulation (such as the Transportation Worker IdentificationCredential fo personnel performing in secure areas at Maritime facilities). Infomiation about S.W.A.C.,instructions, corporate enrollment. online applications, and location of processing centers can be found atjjiltiiLtvww.securcworker.com , or S.W.A.C. may be contacted directly at (877) 522-7922 for moreinformation and the latest pricing. The cost for said background checks for stuff that pass and are wanteda credential shall be reimbursable to the Contractor (and its subcontractors) as all out-of-pocket expenseas provided herein. Staff

that are rejected for a credential for any reason are not reimbursable.

I ssttancp of Photo identification Credential

No person will be permittedtted on or about the Authority construction site or facility (including rentalspaces) without a facihty-speeitic photo identification credential approved by the Authority. If theauthority requires facility-specific identification credential for the Contractor's and the subcontractor's

Page 18 01729Sw ndnrd Contract Terms and Conditions

Rev. 10/20/14 (PA BID)

staff, the Authority will supply such identi Ovation at no cost to the Contractor or its subcontractors. Suchfacility-specific identification credential shall remain the property of the Authority and shall be returned tothe Authority at the completion or upon request prior to completion of the individual's assignment at thespecific facility. It is the responsibility of the appropriate Contractor or subcontractor, to immediatelyreport to the Authority the loss of any staff member's individual fncihty'speeilic identification eredenthd.The Contractor or subcontractor shall be billed for the cost of the replacement identification credential.Contractor's and subcontractor's stall shall display Identification Ocation badges ii it conspicuous arid clearlyvisible manner, when entering, working or leaving oil construction site or foci ky

Employees only be required to produce not less than two Forms of valid/eu rren t governmentcut issuedidentification having an official photograph and an original, unlarninated social Security card for identityand SSN verification. Where applicable, for sensitive security construction sites or facilities, successfulcompletion of the application, screening and identify verification For all employees of the Contractor andsuheontiactos shall he completed prior to being provided it WAC. If) Photo Identification credential,

Access contioL inspection, and ni pnjtorini&b y securit y Irunicis

The Authority may provide for Authority construction site or fac i lit> (Including rental spaces) accesscontrol, inspection and monitoring by Port Authority Police or Authority retained contractor securityguards. However, this provision shall not relieve the Contractor of its responsibility to secure itsequ ipnicn t and work and that of its sit hconsu ltanils ubeontroctor's and se vice suppliers at the Authorityconstruction site or facilit y (Inc I ud lag rental spaces). fit the Contractor, subcontractor or serviceprovider is not perni lied to take photographs, digital images, electronic copying and/or electronictransmission or video recordings or make sketches on any other mediumurn at the Authority constructionsites or facilities ( nd tid ag rental spaces), except when necessary to perform the Work under thisContract, without prior writ ten penn ission l'roni the Authority. Upon req nest, any photo g raph, digitalmnges, video recording or sketches made of the Authority construction site or facility slial I be submitted

to the A uthotity to determine compliance with this paragraph, which submission shall be cone Ins i ye andbinding on the submittingitting entity.

cilhiceithth&Port Authority liLljjflt'oiiScctrritlJhandbook

The Contract may require access to Port Authority information considered Protected Information ("P1') asdefined fit Port Authority In formation Security Handbook ("Handbook"), dated October. 2008.corrected as of November 14. 2013, and as may be further amended. The Handbook and its requ iretnentsarc hereby incorporated into this a grecinen t and will govern the possession, distribution and tise of PI if atany paint during the Ii fccyc Ic of the project or solicitation it becomes occesstoy for the Contractor to haveaccess to Pt, P trotecting, sensitive in t'orni aLlan requires the application of un i lbrni sa fegtuuding measures toprevent unauthorized disclosure and to control any authorized disclosure of this infortnation within thePort Authority or when released by the Port Authority to outside entities. The following is an owl inc ofsome of the procedures, obligations anti directives contained

fit Handbook;I ) reqii re that the Contractor and subcontractors, when appropriate, sign Non'Disclostire

Agreements (N DAs), or an Acknowledgment of an existing N DA, provided by the Authority asa condition of being granted access to Protected lni'ot'mation categorized and protected as perthe I landbook:

(2) require that individuals needing access to P1 be required to tt ndergo it background cheek,pursuant to the process and requirements noted in * 3.2 of the Information Security Handbook.

(3) require Contractors and e onimere al enterprises to attend trW aing to ensure security awarenessregarding Port Authority in formationt

(4) specific guidelines and requirements for the handling of P1 to ensure that the storage andprotection of Pt:

(5) restrictions on the tmnsfer, shipping. and mailing of El;

(6) p roli hi tions oil publication, post lug, modifying, copying, reprocluc lag, reptibi ish ing,upload lug, transit ting, or distributing Pt oil or web pages. 'fh Is may also include

Page tO 01,29Standard Contract Terms and Conditions

Rev. 10/20/14 (PA BtD

restricting persons, who either have not passed it pre-screcaing background check, or who havenot been granted access to P1, from viewing such info nun Lion

(7) require (lint II I be destroyed using certain methods, measures or technology pursuant to therequirements set forth in the Handbook;

(8) require the Contractor to mandate that each of its subcontractors maintain the same levels ofsecurity required of the Contractor under any Port Authority atvai'cicd contract.

(9) prcihibit the publication, exchange or disseminatIon of PT developed from the project orcontained in reports, except between Contractors and subcontractors, without prior approval ofthe Port Authority;

(10) reqnire that P1 only be reproduced or copied pursuant to the req u ireni en Is set forth in theHandbook.

Audits for Compliance with Securit y Reqjjjeiits

The Port Authority rutty conduct random or scheduled examinations of business practices tinder this sectionentitled "NOTIFICATION OF SECURITY REQUIREMENTS" and the Handbook in order to assess theextent of corn pliance with security requirements, Protected Information Procedures, protocols and practices.which may include, but not be limitedted to, verification of background check status, con lirmntion of completionof specified training, and/or a site visit to view material storage locutions and protocols.

34. Construction fit Progress

The Contractor' recognizes that construction may be in progress at the Fac ii U> and may cant inue throughoutthe terra oIthis Contract. Notwithstanding, the Contractor shall at all times during the ternt hereof nt&ntainthe same standards of performance and cleanliness as prevails In non-aflected areas as required by thestandards heretindcr,

35. Pci in itRequ I ietl Con lined Space Wa cit

Prior to comninccm ci it of any work, the Con tractor shall request and obtain from the Poul Authority itdescription of all spaces at the facility which are permit-required confined spaces requiring issuance of an051-lA permit.

Prior to the commencement of any work fit permit-requiredred confined spice nt a Port Authority facilityrequiring issuance of an OS H A permit, the Contractor shall contact the Manager to obtain nilContractor Permit-Required Confined Space Notification form. The notification form must be filled out andsubmitted prior to commencing permit-required confined space work. All confined space work shall beperformed in accordance with all applicable 051-IA requirements. The Contractor shall provide itsemployees with it Of its own company permit and shall furnish the Port Authority with a copy of thepennit upon completion of the work. The Contractor must supply all equipment required for working in acon lined space.'

36. Signs

Except with the prior writ ten approval of the Port Authority, the Contractor shall not erect, nut mm in ordisplay any signs or posters or any advertising oil about the Facility.

37, Vending Macitn es Food Preparation

The Contractor sluill not install, in ni atain or operate oil Facility, or oil other Port Authority property,any vending machines without the prior written approval of the Port Authority. No foods or beverages shallbe prepared or consumed at the Facility by any of the Contractor's employees except in areas as may bespecifically designated by the Port Authority for such purpose.

Page 20 or 29Standard Contract Terms and Conditions

Rev. 10120/14 (PA BlD

38, Confidential Inform ntio n/Non-Pu blien lion

a. As used heroin, confidential ti lorniat ion shall at can all information disclosed to the Contractor or thepersonnel provided by Lite Contractor hereunder which 'elates to the Authorit y's and/or PATH'S past,present, and future research, development and business activities including, but not limited to, software anddocumentation licensed in the Authority or proprietary 10 the Authority and/or PATH and all associatedsoftware, source code procedures and documenlatior, Confidential information shall also mean any oiliertangible or intangible information or materials including but not limited to computer identification numbers.access codes, passwords, and reports obtained and/or used during the pct'Jorniance of the Contractor'sServices underthis Contract.

b. Confidentinl i information shall also mean and inc lade collectivel y , as pet' 11ic Port A ur/tw'it,v qfNeir York

& New ./e?WO Iuforn;wiwt .S'c'ttwi/' IkUldhook (October Ii, 2008, c'or,'ec'wr/ as oJ ,Vorewbc',' I/, 20/3),Protected Information, Confidential Proprietary In format ion, Coti fiden t ni Privileged In form Ut t011 andinformation that is labeled, marked or otherwise identified by or on behalf of the Authority so its toreasonably eon note that such information is confidential, privileged, sensitive or proprietary in nature,Confidential I a Format ion shall also include all work precInct that contains or is derived front of theforegoing, whether in whole or fit regardless of whether prepared by the Authority or it third-party orwhen the Authority receives such information fron

t hers and agrees to neat such in format ion asCon fidential,

c, The Contractor shall hold all such confidential information hi trust and confidence for the Attthoritv, andaw'ecs that the Con tractor and the personnel provided by the Contractor hereunder shall not, during or a icrthe term niation or expit'ntion of this Contract, disclose to any person, firm or corporation, nor use for its ownbusiness or benefit, any in form ation obtained by it under or fit with the supplying of servicesContemplatedpinted by this Contract. ilie Contractor and t he personnel provided by

the Contractor hereunder shallnot violate in any manlier any patent, copyright, trade secret or other pt'opretaty tight of the Authority orthird persons in connection with their services hereunder, either before or-after termination or expiration ofthis Contract, The Contractor and the personnel provided by the Contractor lieretinder shall not willfUlly orOtherwise perform any dishonest or t'rnudulent acts, breach any security procedures, or damage or destroyany hardware, software or clocunuentation, proprietary or otherwise, in connection with their serviceshereunder. The Contractor shall promptly and fully inform the Director in writing of any patent, copyright,trade secret or other intellectual property rights or disputes, whether existing or potentinl, of which the

Contractor has I iowlcdge, relating to any idea, design, method, material, equipment or other matter relatedto this Contract or coming to the Contraclor's attention in connection with this Contract,

cI. 'l'lic Contractor shall not issue nor permit to be issued any press release, advertisement, or literature ofany kind, which refers to the Port Authority or to the fitci that goods have been, are being or will beprovided to it and/or that services have been, are being or will be performed for it !it with thisAgreement, unless the vendor first obtains the written approvnl of the Port Authority, Such approval may bewithheld if' lot' any reason the Port Authority believes that the publical ott of sttelt infonuintion vottld beharmful to the public interest or is !)I way undesirable.

39, Time Is of the Essence

Time is of the essence fit Contractor's performance of this Contract inasmuch as the Work to be

performed will affect the operation of public facilities,

40, Holidays

The Following holidays will be observed at the Site:

'age 21 0129Stnnclnrd Contract Terms anti Conditions

Rev. 0120/14 (PA 1310)

New Year's Day Labor Day

Martin Luther King Jr. Day Co urn bus Day

Presidents Day Veterans Day

Memorial Day Thanksgiving Day

Independence bay Day After Thanksgiving

Christmas Day

This list is subject to periodic revision and the Contractor shall be responsible for obtaining nil updated listsfrom tile office of the Manager, tin a)' such holiday falls oil .5 undn> then the next day shall be consideredthe holiday and/or if any such holiday falls oil Saturday then the preceding day shall be considered theholiday.

41. Personnel Standards

In addition to any specific personnel requirements that may be required tinder the clause entitled "Personnel.Requirements" in tile S peci ficat ions, the Contractor (and any Subcontractor) shall fir rn ish competent andadequately trained personnel to perform the Work hereunder. If, ill the opinion of the Manager, any

employee so assigned is 1)01' forming their tune ions tinsatis faetori I y, they slifill be replaced by the Contractorwithin twenty-four (24) hours following the Contractor's receipt of the Manager's request for such'c placcni en L

All Contractor employees performing Work hereunder shall have the ability to communicate in the Englishlanguage to the extent necessary to comprehend directions given by either the Contractor's supervisory staffor by the Managers statr Any employee operating a motor vehicle must have if driver's license

The Contractor shall veril' that employees working uniter this Contract fit United States tire legally

present ill United Slates and authorized to work by means of the federally required 1-9 program

42. General Unif&r'nr Requirements for Contractor's Personnel

fit to any specific wi form requ kerr rents that may be required by tire Sped fications, uniforms mustbe worn at all limes during which the Services are being performed hereunder, The Contractor agrees thathis/her employees will present a neat, clean and orderly appearance at all times. Uniforms shall include theContractor's identification badge with picture ID bearing the employee's name. All uniforms, colors, typesand styles shall be subject to the prior approval of the Manager. The Contractor will also he responsible forensuring that its employees are wearing shoes appropriate for the tasks periornuecl. The Manager shall havethe right to requr ire removal of any employee who shot) tail to w'ear the proper uniform and shoes, and theexercise of this right shall not limit the obligation of the Contractor to perform the Services or to furnish armyrequired number olempl oyees at a specific location at the Site as speci fled.

43. Labor', Equip at eat and Materials Supplied by file Contractor

The Contractor shall, at all times during the performance of this Contract, ftrrnish all necessary labor,supervision, equi pmeri t and materials necessary for tile prompt rind effi e cut performance of the Work.whether such materials and equipment arc actually employed in the funiishing of the Work or whetherincidental thereto,

All materials used by the Contractor ill Work, hereunder shall be of such quality as to accomplishhe purposes of this Contract and the ,Services to be furnished hereunder

ill r fanner 50 its not to damage

an>' part of the Site,

The Port Authority by its officers, employees and representatives shall have the right at all times to examinethe supplies, materials and equipment used by the Contractor, to observe the Operations of the Contractor, its

Page 22 o129

Stanclartt Contract Ternrs and ConditionsRev. 100.0114 (PA 1310)

agents, servants and employees and to do any act or thing which the Port Authority may be obligated orhave the right to do under this Contract or otherwise,

All equipment, materials and supplies used ill performance of this Contract required hereunder shall heused ill accordance with their nan u facturer' s Instructions.

Materials and supplies to be provided by the Contractor hereunder shall comply with OSfIA and allapplicable regulations.

44. Contractor's Vehicles - Parking - Licenses

At the discretion of the Manager. the Port Authority may peon it the Contractor during the effective periodof this Contract to park vehicle(s) used by it in its operations hereunder ni such location as may from time to

me or at any time be designated by the Managei The Contractor shall corn ply with such existing rules,regulations and procedtires as are now in Ibree and such reasonable future rules, regulations and proceduresas amy hereafter be adopted by the Port Authority for the safety and convenience of persons who parkautomotive vehicles in any parking area at the Site or for the safety and proper persons who park automotivevehicles ill parking area at the Site or for the safety and proper klentifleation of such vehicles, and theContractor sha(l also cent ply with any and all directions pertaining to such parking which may be givenfrom time to little and at any tine by the Manager. Any vehicle used by the Contractor hereunder shall bemarked or placarded, identifying it as the Contractor's vehicle.

45. Manager's Authority

Ili Lhe performance of the Work hereunder, the Contractor shall conform to all orders, directions andrequirements of the Manager and shall perform the Work hereunder to the satisfaction of the Manager atsuch times and places, by such methods and ill manner and sequence as he/she tile) , require, and theContract shall at all stages be subject to Ins/he' inspection. The Manager shall determine the ntnottnt.quality, acceptability and lit ness of all parts of the Work and shall interpret the Sped ficationt and anyOrders for Extra Work. The Contractor shall cat ploy no equipment, iii ateria Is, methods Or stall or personnelto whicl t 111L Manager objects. Upon request, the Manager shall con firm in writing any oral order, direction,requirement or determination.

The Manager shall ha ye the authority to decide all q nest ions ill connect ion with the Services to beperformed hereunder. The exercise by the Manager of the powers and authorities vested

ill him/her by thissection shall bebhlding and final upon the Port Authority ttnd (he Contractor.

46, Price Preferenbe

Ifths solicitation has not been Set aside for the purposes of making au award hosed oil solicited fromPort Authority certified Minority Business. Women Business or Small Business Enterprises as indicatedby the bitlder•pre.requisites fit Ii horeoV, for awards of contracts, not exceeding $1,000,000, for:

(a) Services, it preference of 5% is available for New York or New Jersey Small BusinessEatcrpriss (SBE) or

(h) Services (excluding Janitorial/Cleaning Services), a price preference of 10% is available for NewYork or New Jersey Minority or Women Business Enterprises (M/WBE),

certi lied by the Port Authority by the day before the bid opening.

lithe Bidder is a Port Authority certified MBE, WBE or SBE, enter the applicable date(s) certification wasobtained in the space provided oil Signature Sheet attached hereto,

47, M/WI3E Good Faith Participation

If specified as applicable to this Contract, the Contractor shall use every good-faith effort to provide lotparticipation by certified Minority Business Enterprises (MBEs) and certified Women-owned BusinessEnterprises ( WB Es) as herein defined, ill purchasing and subcontracting opportunities associated withthis Contract. including purchase of equipment, supplies and labor services.

Page 23 of 29Standard Contract Terms antI Conditions

Rev, 10/20/14 (PA Bit))

Good Faith efforts to include participation by Mt3Esf\\'BEs shall include the following

I , Dividing the services and materials to he procured into small portions, where feasible.

b. Giving reasonable Advance notice of spec i lie contracting, subcontracting and purchasing opporl tin it icsto such MI3fls1WBEs as may he appropriate.

C, Soliciting services and materials from a Port Authority certified MBEIWBE or seeking MBI3sIWBESfront sources, To access the Port Authority's Directory of MBE/WBE Certified Firms go towwwpanynj.gov/supplierdiversty

d. Ensudngtliat provision is made to provide progress payments to MBEs/WBEs oil timely basis.

C. Observance ol'reasonablc commercial standards of fair dealing in the respective trade or business.

Subsequent to Contract award, all changes to the M/WB B Participation Plan must be submitted via amodified M/WI3E Participation Plan to the Manager for review and approval by the Auihority's Omce ofBusiness Diversity and Civil Rights. For submittal of modifications to the M/W1312 Plan. Contractors aredirected to use form PA3749C, which may be downloaded at hifli:/vvvnnjiyijj.'ov&itheSSpportunincsfbeeom e-vendoj'jflnt I. The Contractor shall not make changes to its approved M/WBE

Participation Plan or substitute MAYBE subcontractors or suppliers for those nnmed in their approved planwithout the Manager's prior written approval. Unauthorized changes or substitutions, including performingthe work designated for a subcontractor with the Contractor's own forces, shall be a violation of this section.Progress toward attainment of M/\VBE participation goals set forth herein will he monitored throughout theduration of this Contract.

The Con tractor shall also submit to the Manager, along with invoices, the Statement of Sn bcontraetorPayments as the M/W BE Participation Report, which may be downloaded at

'l'he Statement must Include the nameand business address of each M/\VBE suheontmaetor and supplier actually involved in the Contract, adescription of the work performed and/or product Or service supplied by each such subcontractor orsupplier, the dte and amount of each expenditure, all([ such other information that may assist the Managerin deterni ining The Contractor's compliance with the foregoing provisions.

I f, during the performance oft his Contract, the Contractor fails to demonstrate good Will efforts in carryingout Its M/\VBU Participation Plan and the Contractor has not requested and been granted a fall or partialwaiver of the M/WB E participation goals set forth in this Contract, the Authority will take intoconsideration the Contractor's failure to carry out its M/Wt3 B Participation ])fa il its evaluation for awardof future Authority contracts.

PART III CONTRACTOR'S INTEGRITY PROVISIONS

Cord flea don of No Investigation (criminal or civil anti-trust), hid ictnt eat, Conviction, Debarment,ratetit,Suspension, Disqualification and 1) iselosu cc of Other In formation

By bidding oil is Contract, each Bidder and each person signing oil of any Bidder certi lies, and inthe case ofajoint bid each party thereto certifies as to its own organization, that the Bidder and each parentand/or affiliate of the Bidder has not

a. been indicted or convicted III jurisdiction;b. been suspended, debarred, fotind not responsible or otherwise disqualified front into

any contract with any governmental agency or been denied a government contract for failure tomeet standards related to the integrity of the Bidder;

e. had a contract terminated by any governmental agency for breach of contract or for any cause

Page 24 of 29Standni'd Contract 'forms and Conditions

Rev. 10120114 (PA BID)

based in whole or in part oil indictment or convictiort4. ever used it riani e, frildc name or abbreviated name, or an Employer Identi freat ion Number

di iTer'ent from those inserted in the Bid;e. had any business or professional license suspended or revoked or, within the live years prior to

bid opening, had any sanction imposed in ONcess of fifty thousand dollars ($50000) as a resultof any judicial or administrative proceeding with respect to any license held or with respect toany violation ol'a federal. state or local environmental law, rtt Ic or regulation;had any sanction imposed as a result of a judicial or administrative proceeding related to fraud,extortion, bribery, bid rigging, embezzlement, misrepresentation or anti-trust regardless of thedollar amount oI'the sanctions or rho date of their imposition); and

g, been, and is not currently, the subject of it criminal invest ignt ion by any federal, state or localprosecuting or in vest hjntive agency and/or a civil anti -trust investi gation by any federal, state orlocal prosecuting or investigative agency, including till general of a governmentalagency or public authority.

$ No a- Collusive' Bidding, andd Cotle of Ethics Certification,cation, Cern lienhoa of No Solicitation Based OnCommission, Percentage, Brokerage, Contingent or Other. Fees

By bidding oil Contract, each Bidder and each person signing oil behalf of any Bidder certifies, and in thecase of ujolat bid, each lXtttY ilteitto certifies as to its own organization, that

a, the prices in its bid have been arrived at independently without collusion, consultation.comm an ica t ion or agreement for the purpose of restricting coal petit ion, as to any matter relatingto such prices with any other bidder or with any toni petitor;

b. the prices quoted in its bid have not been and will not be knowingly disclosed directly orindirectly by the Bidder prior to the official opening of such bid to any other bidder or to anycompetitor;

C. no attempt has been made rind none will be made by the Bidder to induce tiny other person,pa it nersh p or Corporation to submit or not to submit a bid for the purpose of restrictingconi iet (ion:

d, this orgainizinion has not made any offers or ngreenieiils or taken any other action with respectto any A at lion ty employee or former employee or immediate family member of either whichwou Id coast i tote a breach of ethical standards t ruder' lie Code of Ethics dated March 11, 2014,or as may he reviser!, (a copy of which is available upon request) nor does this organizationhave any knowledge of wry act oil lie part of an Authority employee or former Authorityemployee re at ag either directly or indirectl y to this organization which constitutes in breach ofthe ethical standards set forth in said Code;

C. no :person or' selling agency oilier tlntrrn it boon [ide employee or bona rde establishedconi nit' rein I or selling agency maintained by the Bidder for the purpose of securing btisiness,has been employed or retained by the Bidder to solicit or secure this Contract oilunderstanding that it Commission, percentage, brokerage, Contingent, or other fee would be paidto such person or selling agency; anddie Bidder has not offered, promised or given, demanded or accepted, any undue advantage,directly or indirectly, to or fr-am a public official or employee, political candidate, patty or partyofficial, or any private sector employee (including a person who directs or works for itsector enterprise in any capacity), in order to obtain, retain, or direct business or' to secure anyother improperproper advantage in connection with this Contract,

g no person or organization has been retained, employed or designated oil Bidder tomi pact any Port Authority deterni iniution with respect to (i) the so lie ita I ion, evaluation or awardof this Contract, or (ii) tire preparation ofspcciflcatioris or request for submissions fitWilli this Contract.

The foregoing certifications in this Part Ill, Sections 1 and 2, shall be deemed to have been made by theBidder as follows:

Page 25 or 29Standard Contract Terms and Conditions

Rev, 10120/1 ,1(13A BID)

if the Bidder is a corporation, such certification shall be deemed to have been made not onlywith respect to the Bidder itself, but also with respect to each parent, affiliate, director, andofficer of the Bidder, its well as, to the best of the certifiers knowledge and belief, eachstockholder of the Bidder with an ownership interest ill of 10%;If the Bidder is a partnership, such certification shall be deemed to have been made not onlywith respect to the Bidder itself, but also with respect to each partner.

Moreover, the foregoing certifications, if' made by a corporate Bidder, shall be deemed to have beenauthorized by the Board of Directors of the Bidder, and such authorization shall be deemed to include thesigning and submission of the hid and the inclusion therein of such certification as the act and deed of thecorporation.

Ill case where the Bidder cannot make the foregoing certifications, the Bidder shall so state and shellfurnish with the signed hid a signed statement which sets forth ill detail

tile reasons therefor. If the Bidder isuncertain as to whether it can make the foregoing certifications, it shall so indicate in a signed statementI'urnis hed with its bid, setting forth fit

statement the reasons for its u ncerta i my. With respect to theForegoing eetti fleation in paragraph "2g", if the Bidder cannot make the certification, it shall provide, inwriting, with the signed bid; (i) it of the name(s), address(es), telephone nuni bcr( s), and place(s) ofprincipal employment of each such individual or organization and (ii) a statement as to whet her suchindividual or organization has a "lirtnneial interest" fit Contract, as described ill ProcurementDisclosure Policy of the Authority (a copy of which is available upon request to the Chief ProcurementOfficer of the Procurement Department of the Authority). Such disclosure is to be updated, as necessary, tip

to the time of award of this Contract. As a result of such disclosure, the Port Authority shall take appropriateaction tip to and inc lu cling a finding of nonrespoasibi I by.

Failure to make the required disclosures shall lead to adni ill istrat be actions tip to and including a finding ofnon-responsiveness or non-responsibility,

Notwithstanding that the Bidder may he able to make the foregoing certifications at the time the bid issubmitted, the Bidder shall immediately notify the Authority ill during the period of irrevocability ofbids and the term of the Contract, ii Bidder is awarded the Contract, of any change of circumstances wiiiamight under this.clause make it unable to make the foregoing certifications, might render any portion of thecertifications previously made invalid, or require disclosure. '1' he foregoing cer itications or signed statementshall be deemed to have been made by the Bidder with full knowledge that they would become it of therecords of the Authority nnd that the Authority Will rely on their truth and accuracy in awarding andcontinuing this Contract, In Ihe event that the Authority should delerin inc at any time prior or sttbsequent tothe award of this Contract that the Bidder has falsely certilied as to any materinl Item in the foregoingcciii fications, ha failed to immediately notil'y the Port Authority orally change ill circumstances which mightmake it unable to make the foregoing certifications, ni ight render any portion of the certifications previouslymade invalid, or çequ ire disclosure, or has willfully or fraudulently furnished a signed statement which is falsein any material respect, or has not fti Ily and accurately represented any circumstance with respect to any iteniin the foregoing certifications required to be disclosed, the Authority may determine that the Bidder is not aresponsible Bidder with respect to its bid oil Contract or Mill respect to future bids oil contractsand may exercise such other remedies as are provided to it by the Contract with respect to these matters. Inaddition, Biddersare advised that knowingly providing a false certification or statement pursuant hereto maybe the basis for prosecution for offering a false instrument for filing (see e.g. New York Penal Law, Section175,30 ci seq.), Bidders are also advised that the inability to make such certification will not i l l or Itselfd isqun Ii fy a Bidder, and that ill instance the Authority will evaluate the reasons therefor provided by theBidder, Under certain circumstances the Bidder may be required as a condition olContract award to enter intoa Monitoring Agreement under which it will be required to take certain specified actions, includingcompensating all Monitor to he selected by the Port Authority, said Monitor to he charged with,among other things, auditing the actions of the Bidder to determine whether its business practices and

Page 26 of 29,Staitdni'd Contract Tei'ins and Conditions

Rev, 1000114 (PA BID)

relationships indicate it of integrity sufficient to penn it it to continue business with the Port A uthority.

3. Bidder Eligibility for Award of Con tracts - Determination by all of' the State of New York at'New Jersey Concerning Eligibility to fleecive Pub lie Contracts

Bidders are advised that the Authority has adopted a policy to the effect that in awarding its contracts it willhonor any determination by an agency of the Stale of New York or New Jersey that it

is not eligible 10

bid oil be awarded public contracts because the Bidder has beeti determined to have engaged in illegal ordishonest conduct or to have violated prevailing rate of wage legislation.

The policy permits a Bidder whose ineligibility has been so determined by an ag Ofto the State of New YorkLit, New Jersey to shb,n it a bid on a Port Authority contract and then to establish that it is eligible to be awarded acoat tact on which it has bid because (I) the state agency determination relied upon does tiot apply to the Bidder,or (ii) the state agency determination relied upon was made sviiliout affording the Bidder the notice and hearingto which the Bidder was cat itl ed by the req tn rements at' due process of law, or (iii) the stale agencydetermination was clearly erroneous or (iv) the state determination relied upon was not based oil finding ofconduct demonstrating a lack of integrity or violation of a prevailing rate of wage law.

The full text of the rcso I talon adopt lag the policy 'nay be round in tile Minutes of the Authority's Board ofCommissioners meeting of September 9, 1991

4, Contractor Respoti sib if ity, Suspension at' Work mid 'Fermi an tion

During the term of this Contract, the Contractor shall at all times during the Contract term remain responsible.The Cotfl,'actor ttgtees, if requested by the Port Authority to present evidence of' its continuing legal authority tocia business in the States of' New Jersey or New York, integrity, experience, ability, prior perloratanco, andorganizational and financial capacity.

The Port Authority. In its sole discretion, reserves the right to suspend any or all neivities under this Contract, atany 61110, when it discovers information that calls into question the respon si hi lit>' of the Contractor. lit eventof such suspension, the Contractor will be given written notice outlining, the particulars of such suspension.Upon issuance of such notice, the Contractor M ust comply with the terms of the suspension order, Contractactivity may rcstimc at such time as (lie Pot Authority issues it notice authorizing it resttmption ofperformance tindertile Contract.

t,Jpoti written notice to the Contractor, and an opportunity to he heard with appropriate Port Authority officialsor staff, the Contract may he tcrniinatccl by Port Authority at the Contractor's expense where the Contractor is

determined by the Port Authority to be non-responsible. lit event, the Part Authority or its designee maycomplete the contractual reqtiiretneitts in any manner he or she may deem advisable and pursue available legalor equitable reined i es fur breach, including recovery ofe osts from Contractor associated wit Ii such termination,

S. No Gifts, G yikluftics, Offers of Em ptoyttiettt, Etc.

At all times, the Contractor shall not offer, give or agree to give anything of Value either to a Port Authorityemployee, agent, Job shopper. consultant, construction managernager or other person or firm representing the PortAuthority, or to a member of the immediate fain I ly (i.e., a spouse, child, parent, brother or sister) orally or thelieforegoing, in correction with the performance by such employee, agent, Job shopper, consultant, eonstrttctionma tinge r or other person or firm representing the Port Authority of duties involving transact ions wit h theCon t actor oil of the Port Authority, whether or act such d titles tire related to this Contract or any otherPort Authority contract or matter. Any such conduct shall be deemed a material breach of this Contract.

As used herein ''anything of value" shall include but not be limited to any (a) favors, such as meals.en tertai am eat, transportation (other tha a that contemplated by the Contract or any other Port Authority contract),

Page 27 of 29Stnsicjnrd Contract Icons will Coudlttuas

Rev. 10120114 (PA 131D)

etc which might tend to obligate the Port Authority employee to the Contractor, and (b) gill, gratuity, money,goods, equipment, services, lodging, discounts not available to the general public, offers or promises ol'employment, loans or the cancellation thereof, preferential treatment or business opportunity. Such term shallnot include compensation contemplated by this Contract or any other Port Authority contract. Where usedherein, the term "Port Authority" shall be deemed to include all subsidiaries of the Port Authority.

The Contractor shall insure that no gratuities of any kind or nature whatsoever shall he Solicited or accepted byit and by its personnel for n.ny reason whatsoever from the passengers, tenants, customers or other persons usingthe Facility and shall so instruct its personnel.

In the event that the Contractor becomes aware of the occurrence of any conduct that is prohibited by thissection entitled "No Gills, Gratuities, Offers of Employment. Etc.", it shall report such occurrence to the PortAuthority's Once of Inspector General within three (3) business days of obtaining such knowledge. (See"iiiLL¼V\V\v. I2jiyflj$1Ov/ Ii5 ioj.1elle r l '' for iniormuuon about to report information to the Office ofInspector Genera). Failing to report such conduct shall be grounds For a finding of non' respons'lbi Ii ty.

Ili Addition, during the term of this Contract, the Contractor shall not make an oiler of employment or useconfidential information in a manner proscribed by the Code of Ethics and Financial Disclosure dated March Ii.2014, or as may be revised (a copy of which is availuble upon request to the Office of the Secretary of the PortAuthority).

The Contractor shall include the provisions of this clause in each subcontract entered into tinder this Contract.

6, Conflict of interest

During the term of this Contract, the Contractor shall not participate in any way in the preparation, negotiationor award of arty cQntract (other than a contract for its own services to the Authority) to which it is contemplatedthe Port Authority may become a party, or pai'tic pate in any way in the review or resolution of a claim inconnection with suet a contract if the Contractor has a substantial financial interest lit the contractor or potentialcontractor of the Port Authority or if the Contractor has an arrangement for Future employment or for nay otherbusiness iclitioaship with said contractor or p0t eat 1st contractor, nor shall the Contractor at any little take anyother action which might be viewed as or give the appearance of conflict of interest on its part. If the possibilityof such an arrangement for future employment or for another business an'angcnient has been or is the subject ofa previous or current discussion, or if the Contractor has reason to believe such nn arrangement may be filesubject of future discussion, or if the Contractor has any financial interest, substantial or not, in a contractor orpotential contractor of the Authority, and the Contractor's participation in the preparation, negotiation or awardof any contract with such a contractor or the review or resolution of 'it claim in connection with such a contract iscontemplated or ill he Contractor has reason to believe that any other situation exists which ni iglit be viewed asor give the appearance of a conflict of interest, the Contractor shall immediately in form the ChierChid ProcurementOfficer in writing of such situation giving the full details thereof. Unless the Contractor receives the sped ticwritten Approval oft he Cli cf Procureni cat Officer, the Cont 'actor shall not take the contemplated action whichnight be viewed as or give the appearance of it conflict of interest, The Chief Procurement Officer may requirethe Contractor to Submit a mitigation plan addressing and mitigating any disclosed or undisclosed conflict,which is subject to (lie approval of the Chief Procurement Officer and shall become it requirement, as thoughfly set Forth in this Contract. In the event the Chief Procurement Officer shall determine that the performanceby the Contractor of a portion of Its Services under this Agreement is precluded by the provisions of thisnumbered paragraph, or it portion of the Contractor's said Services is determined by the Chief I'rocurenietitOfficer to be no longer appropriate because of such preclusion, then the Chief Procurement Officer shall havefull authorit y on behalf of both parties to order that such portion of the Contractor's Services not be perforatedby the Contractor, reserving the right, however, to have the Services perforated by others and any lump sumcompensation payable hereunder which is applicable to the deleted work shall be equitably adjusted by theparties. The Contractor's exec ti tion of this doe tutien t shall constitute a representation by the Contractor thE atthe time of sac Ii execu t ion the Contractor knows of no circumstances,stances, present or anticipated, which come withininthe provisions of this paragraph or which might otherwise be viewed as or give the appearance ofa conflict of

Page 28 of2Standard Contract terms and Condittons

ttev. 0/20/14 (PA BID)

interest on the Contractors part. The Contractor acknowledges that the Authority may preclude it frominvolvement in certain disposilion/privatizatton initiatives or transactions that result from the findings of itsevaluations heretinder or from participation ill any contract, which results, directly or indirectly. from tileServices provided by the Contractor hereunder. The Port Authority's determinalion regarding any questions ofconflict of interest shall be final.

7, Definitions

As used ill this section, the following terms shall neon:

AffluIai - Two or more firms are affiliates if a parent owns more than fitly percent of the voting stocko I' oath of the Dims, or it common shareholder or group of shareholders owns nero thati Ii 11>' percent ofthe voting stock of each of the firms, 01' if the firms have a common proprietor or gcncrnl partner.

Agijcy - An y federal, state, city or other local agency, including departments.Offices, public authorities and corporations, boards of education and higher education, publicdevelopment corporations, local development corporations and others,

jj]stivatit Any inquiries made by any federal, state or local criminal prosecuting and/or lawen lorcetuent agency and any inquiries concerning civil anti-trust investigations made by any federal,stale or local governmental agency. Except lba , inquiries concerning civil anti-trust investigations, theterm does not include inquiries made by any civil government agency concerning compliance with anyregulation, the nature of which does not carry criminal penalties, nor does it include any backgroundinvesti gat ens for em ployment, or Federal, State, nnd local inquiries into tax returns,

Qflger - An y individual who serves as chief executive officer, chief financial officer, or chiefoperatingofficer of tile Bidder by whatever titles known,

rçpt - An individual, partnership, joint venture or corporation which owns more than 50% of thevoting stock olthe Bidder,

lithe solicitation is a Request for Proposal:

Bif - shall mean ProposaLBidder ' shall mean Proposer;ftstc.Un,g - shall mean submitting it Proposal.

In a Contract resulting front the taking of bids:

Ski - shall mean bid;Bidder shall mean Bidder; except and tint ii the Contract has been awarded, then it slut II neonContractorS kid hg. - shall mean executing this Contract.

In a Contract resulting front the taking of Proposals:

Bid - shpll mean Proposal',Bidder- shall mean Proposer;131 dclicig- shall mean executing this Contract,

Page 29 o129Standard Contract Terms and Conditions

Rev, 10/20/14 (PA BID)

THE PORTIWTIIORITVOF NY& NJ

PROCUREMENT DEPARTMENT2 MONTGOMERY STREET, 3 Ru FL.

JERSEY CITY, NJ 07302

12/11/2014

ADDENDUM # I

To prospective Bidder(s) on Bid 9407 10 for SNOW REMOVAL SERVICES AT THETELEPORT, STATEN ISLAND, NY

Due back on 12/23/2014, no later than 11:00AM

Originally due on 12/23/2014, no later than 11:00AM

I. CHANGES/MODIFICATIONS

The following changes/modifications are hereby made to the solicitation documents:

Add the attached Part V to the bid document.

This communication should be initialed by you and annexed to your Bid uponsubmission.

In case any Bidder fails to conform to these instructions, its Bid will nevertheless beconstrued as though this communication had been so physically annexed and initialed.

THE PORT AUTHORITY OF NY & NJ

KATHY LESLIE WHELANASSISTANT DIRECTORCOMMODITIES AND SERVICES DIVISION

DATE:

QUESTIONS CONCERNING THIS ADDENDUM MAY BE ADDRESSED TOSELENE ORTEGA, WHO CAN BE REACHED AT (201) 395-3407 or atsortegapanynj,gov.

P0

U,

Li44,.

nCC

Page I of IPSI lAll

I C] Coil lit 9!1111 HUH, lklfi^^

PROCUREMENT DEPARTMENT2 MONTGOMERY STREET, 3RD FL.

JERSEY CITY, NJ 07302

12/16/2014

ADDENDUM #2

To prospective Bidder(s) on Bid #40710 for SNOW REMOVAL SERVICES AT THETELEPORT, STATEN ISLAND, NY

Due back on 12/23/2014, no later than 11:00AM

I. BIDDER'S QUESTIONS AND ANSWERS

The following information is available in response to questions submitted by prospectiveBidders. The responses should not be deemed to answer all questions, which have beensubmitted by Bidders to the Port Authority. It addresses only those questions, which thePort Authority has deemed to require additional information and/or clarification. Thefact that information has not been supplied with respect to any questions asked by aBidders does not mean or imply, nor should it be deemed to mean or imply, any meaning,construction, or implication with respect to the terms.

The Port Authority makes no representations, warranties or guarantees that theinformation contained herein is accurate, complete or timely or that such informationaccurately represents the conditions that would be encountered during the performance ofthe Contract. The furnishing of such information by the Port Authority shall not create orbe deemed to create any obligation or liability upon it for any reason whatsoever andeach Bidder, by submitting its Bid, expressly agrees that it has not relied upon theforegoing information, and that it shall not hold the Port Authority liable or responsibletherefor in any manner whatsoever. Accordingly, nothing contained herein and norepresentation, statement or promise, of the Port Authority, its Commissioners, officers,agents, representatives, or employees, oral or in writing, shall impair or limit the effect ofthe warranties of the Bidder required by this Bid or Contract and the Bidder agrees that itshall not hold the Port Authority liable or responsible therefor in any manner whatsoever.The Questions and Answers numbering sequence will be continued sequentially in anyforthcoming Addenda that may be issued.

0

'31

4,.

C-,

C

PSI lAllPage 1 of

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

In case any Bidder fails to conform to these instructions, its Bid will nevertheless be construed asthough this communication had been so physically annexed and initialed.

THE PORT AUTHORITY OF NY & NJ

KATHY LESLIE WHELANASSISTANT DIRECTORCOMMODITIES AND SERVICES DIVISION

BIDDERS FIRM NAME:

INITIALED:

DATE: C>-.,- A- 0

0

QUESTIONS., CONCERNING THIS ADDENDUM MAYBE ADDRESSED TO SELENE Ui

ORTEGA, WHO CAN BE REACHED AT (201) 395-3407 or at sortegapanynj,gov. 'p.

La

C-CC

PS11AIIPage 2 of 2

.MILS4iIS.1241

Settlou I - FIRST YEAR SNOW REMOVAL PRICING

A. First 0 inches in Snow Season(Lump Stain)

0. Snowfall ovet 10 inchespu Inch x cs;Irnoled 17 Inches

C, Pfrsi.'/ear Total Estixnted Snow Removal Contract Price(Add totals A+B and enter on fine C)

Scctluu ft SECOND YEAR SNOWSNOW RZMQVAL PRICING

$ /0 OQO.?o

A. Phst lUnches in Snow Season(Lump Sum)

B. Snowlailovor Winches s.i,iAis'i7syq9..ljj per inch x estimated 17 inches

C. Svcond'Year Total Estimated Snow Removal Contract Puce sJ2,13JLu7(Add totals AtS and enter on line C)

S*ctlon I. THIRD YEAR SNOW REMOVAL PRICING

A. fleet 10 Inches in Snow Season(Lump Sum)

B. Snowtidl over 10 inchesper Inch x estimated Ii inches -

C Third"Yeat Total Estimated Snow Removal Contract Price $_ O 13 t 7(Add totals Atli and enter on lineC)

PART IV- SPART IV - SIGNATURE SHEET, NAME AND RESIDENCE OP PRINCIPALS SHEET AND PRICINGunSEt(s)

Rev. 21$2III (P,JPATII)

LTi4t:IIII.IIMItCt'.

COt,TRACFORS PRICING sntns EXIRITB

Ths following )oun ito lot bid compuhon only, Tht Authority mac no rcptncinlio it to wIut tIm nnzsl.jttual ofho,rn will be,

Enhedule ot Unit Prices for SunIeneetI Work - SECOND YEAR

PART TV SIGNATURE SHEET. NAME AND nsIogNcE OF PIur4tp&$ $nPZt AND PRICING

SUEtT(S Rfl, 2(12)10 (rwrATun

Z" so 1111991 URVIO 1110

$sbedutt or Volt Prim for Supplc,nvntjl Work - TIJtRD YEAR

D. TOTAL ESTIMATED CHARGES FOR SUPPLEMENTAL WORK THREE YEARS

(Add subtotal A+BtC) S 1a.iLta__+ To Include an necessary Cóniracior supplied equipment (shovels, hand spreaders, scrapers,

snow blown-s crc.) to remove snow and ito from Poll Autltflñly sidewalks, StairwaYs, loading

ducks and walkways

FIRST YEAR SNOW REMOVAL PRICING S_1O /31, )7(A)

(Exhibit A, Section I. line C)SECOND YEAR SNOW REMOVAL PRICING Sk_L^L22 (0)(Exhibit A, Section II, line C)THIRD YEAR SNOW REMOVAL PRICING s64Lä1d7

(C)

(Exhibit A, Section III, line C)TOTAL, ESnMATED CHARGES FOR SUPPLEMENTAL WORXt THREE YEARS

(Exhibit B, line D)

TOTAL ESTIMATED CONTRACT PRICE! THREE YEARS(A)+(B)t(C)t(t)) 1 r-

'Sd 0N ')

PARTPARTLY - SI(WATURE SHEET,NMIE MO RESIQEr4CEOE PWNCIPALS SHEtE M40 SRIu0/S}IEIT{$) R,v. 711

*t (P,8)"ATH)

7HE PtHTAU1*ffUTV OF NV& NJ

PROCUREMENT DEPARTMENT2 MONTGOMERY STREET, 3 FL.

.JERSEY CITY, N.J 07302

12/23/2014

ADDENDUM If 3

To prospective Bidder(s) on Bid #40710 for SNOW REMOVAL SERVICES AT THETELEPOR'I STATEN ISLAND, NY

Due hack on 1/7/2015.1)0 later than 11:00AM

Originally due on 12/23/2014, no later than 11:00AM

1. CHANGE S/MODJFICATIOLNS

The following changes/modifications are hereby made to the solicitation documents:

The bid due date is hereby extended to January 7, 2015, no laterthan 11:00 am,

This communication should he initialed by you and annexed to your Bid upon

submission.

In case any Bidder fails to conform to these instructions, its Bid will nevertheless heconstrued as though this communication had been so physically annexed and initialed.

THE PORT AUTHORITY OF NY & NiKATHY LESLIE WHELANASSISTANT DIRECTORCOMMODITIES AND SERVICES DIVISION

DATE:

QUESTIONS CONCERNING THIS ADDENDUM MAY BE ADDRESSED TOSELENE ORTEGA, WHO CAN BE REACHED AT (201) 395-3407 or atsortegapanynj gov.

PSI] Al!Page IoN

UE Pfln ngjfl46811Tv OF NY & NJ

PROCUREMENT DEPARTMENT2 MONTGOMERY STREET, FL.

JERSEY CITY, NJ 07302

12/23/2014

ADDENDUM 114

To prospective Bidder(s) on Bid #40710 for SNOW REMOVAL SERVICES ATTHJ3TELEPORT, STATEN ISLAND, NY

Due back on 1/7/201 5, no later than 11:00AM

Originally due on 12/2312014, no later than 11:00AM

BIDDER'S QUESTIONS AND ANSWERSThe following infbrmarion is available in response to questions submitted by prospectiveBidders. The responses should not be deemed to answer all questions, which have beensubmitted by Bidders to the Pot! Authority. It addresses only those questions, which thePort Authority has deemed to require additional information and/or clarification. Thefact that information has not been supplied with respect to any questions asked by aBidders does not mean or imply, nor should ithe. deemed to mean or imply, any meaning,construction, or implication with respect to the terms.

The Port Authority makes no representations, warranties or guarantees that theinformation contained herein is accurate, complete or timely or that such informationaccurately represents the conditions that would be encountered during the performance ofthe Contract. The furnishing of such information by the Port Authority shall not create orbe deemed to create any obligation or liability upon it for any reason whatsoever andeach Bidder, by submitting its Bid, expressly agrees that it has not relied upon theforegoing information, and that it shall not hold the Port Authority liable or responsibletherefor in any manner whatsoever. Accordingly, nothing contained herein and norepresentation, statement or promise, of the Port Authority, its Commissioners, officers,agents, representatives, or employees, oral or in writing, shall impair or limit the effect ofthe warranties of the Bidder required by this Bid or Contract and the Bidder agrees that itshall not hold the Port Authority liable or responsible therefor in any manner whatsoever.The Questions and Answers numbering sequence will be continued sequentially in anyForthcoming Addenda that maybe issued.

Quest/on 112 We are interested in bidding and would like to know if you would______________ consider lowering the insurance requirements?Answer #2 The Port Authority would accept evidence of coverage from an

Excess/Umbrella policy to help bring up the policy limits to therequited amounts.

Page I of2PSI IAJI

t

This communication should be initialed by you and annexed to your Bid uponsubmission.

In case any Bidder fails to conform to these instructions, its Bid will nevertheless beconstrued as though this communication had been so physically annexed and initialed.

THE PORT AUTHORITY OF NY & N)

KATHY LESLIE, WHELANASSISTANT DIRECTORCOMMODITIES AND SERVICES DIVISION

DATE:

QUESTIONS CONCERNING THIS ADDENDUM MAY BE ADDRESSED TOSELENE ORTEGA, WHO CAN BE REACHED AT (201) 395-3407 or atsortegapanynj .gov.

Page 2 of 2

PSI IAII

THE PORTAU1140 RTVC)F NY& NJ

PROCUREMENT DEPARTMENT2 MONTGOMERY STREET, 31&O FL.

JERSEY CITY, NJ 07302

11512015

ADDENDUM 1/5

To prospective Bidder(s) on Bid #40710 for SNOW REMOVAL SERVICES AT THETELEPORT, STATEN ISLAND, NY

Due back on 1/7/2015, no later than 11:00AM(Originally due on 12/23/2014. no later than 11:00AM)

I. BIDDER'S QUESTIONS AND ANSWERSThe following information is available in response to questions submitted by prospectiveBidders, The responses should not be deemed to answer all questions, which have beensubmitted by Bidders to the Port Authority. It addresses onl y those questions, which thePort Authority has deemed to require additional information and/or clarification. Thefact that information has not been supplied with respect to any questions asked by aBidders does not mean or imply, nor should it be deemed to mean or imply, any meaning,construction, or implication with respect to the terms.

The Port Authority makes no representations, warranties or guarantees that theinIbrmation contained herein is accurate, complete or timely or (lint such informationaccurately represents the conditions that would be encountered during the performance ofthe Contract, The furnishing of such information by the Port Authority shall not create orbe deemed to create any obligation or liability upon it for any reason whatsoever andeach Bidder, by submitting its Bid, expressly agrees that it has not relied upon theforegoing information, and that it shall not hold the Port Authority liable or responsibletherefor in any manner whatsoever. Accordingly, nothing contained herein and norepresentation, statement or promise, of the Port Authority, its Commissioners, officers,agents, representatives, or employees, oral or in writing, shall impair or limit the effect ofthe warranties of the Bidder required by this Bid or Contract and the Bidder agrees that itshall not hold. the Port Authority liable or responsible therefor in any manner whatsoever,The Questions and Answers numbering sequence will be continued sequentially in anyforthcoming Addenda that may be issued.

Question 43' After the job has been awarded, can the awarded contractor hiresubcontractors to work if needed? If so, does the subcontractor needto carry S million liability insurance?

Answer #3 Refer to the "Standard Contract Terms and Conditions", page 14 of

Page 1 of

PSI IAll

This communication should be initialed by you and annexed to your Bid uponsubmission.

In case any Bidder rails to conform to these instructions, its Bid will nevertheless heconstrued as though this communication had been so physically annexed and initialed.

THE PORT AUTHORITY OF NY & NJ

KATHY LESLIE WHELANASSISTANT DIRECTORCOMMODITIES AND SERVICES DIVISION

DATE

QUESTIONS CONCERNING THIS ADDENDUM MAY BE ADDRESSED TOSELENE ORTEGA, WHO CAN BE REACHED AT (201) 395-3407 or at

sorte.ga ccb^j)anynj,gov.

'age 2 of 2

PSI I All