Request for Proposals for Real Estate Advisory Services for the World Trade Center During 2003-2006

3 September 2003.

From: "Molina, Nancy" <nmolina@panynj.gov>
To: "Molina, Nancy" <nmolina@panynj.gov>
Subject: REQUEST FOR QUALIFICATIONS/REQUEST FOR PROPOSALS FOR PERFORMANCE OF EXPERT PROFESSIONAL REAL ESTATE ADVISORY SERVICES FOR THE WORLD TRADE CENTER ON AN "AS-NEEDED" BASIS DURING 2003, 2004, 2005 AND 2006
Date: Wed, 3 Sep 2003 09:15:59 -0400

The attached documents pertain to the REQUEST FOR QUALIFICATIONS/REQUEST FOR PROPOSALS FOR PERFORMANCE OF EXPERT PROFESSIONAL REAL ESTATE ADVISORY SERVICES FOR THE WORLD TRADE CENTER ON AN "AS-NEEDED" BASIS DURING 2003, 2004, 2005 AND 2006.

Nancy Molina
Contract Administrator
The Port Authority of NY & NJ

WTC Advisory Services RFP
WTC Advisory Services AA
WTC Advisory Services AB
WTC Advisory Services AGR

Original document: http://cryptome.org/WTC-Advisory-Services-RFP.doc

DATE

FIRM
STREET
CITY, STATE ZIP

Attention: CONTACT

SUBJECT: REQUEST FOR PROPOSALS FOR PERFORMANCE OF EXPERT PROFESSIONAL REAL ESTATE ADVISORY SERVICES FOR THE WORLD TRADE CENTER ON AN “AS-NEEDED” BASIS DURING 2003, 2004, 2005 AND 2006

Dear Mr./Ms.***:

The Port Authority of New York and New Jersey, hereinafter referred to as the "Authority", hereby invites your Proposal for furnishing expert professional real estate advisory services for the World Trade Center on an “as-needed” basis during 2003, 2004, 2005 and 2006 as more fully set forth in Attachment A, which is attached hereto and made a part hereof.

Attached hereto is a copy of an Authority Standard Agreement including Attachment A thereto which should be carefully reviewed by you as it is the form of agreement that the Authority intends that you sign in the event of acceptance of your Proposal and which forms the basis for the submission of Proposals. You should therefore not make any changes in this Standard Agreement, nor restate any of its provisions in your Proposal or supporting material. The scope of the tasks to be performed by you are set forth in Attachment A to the Authority's Standard Agreement.

PREREQUISITES

In order to be considered for award of the Agreement, the prime consultant must meet the following prerequisites:

1)     The firm must be a licensed real estate brokerage or real estate advisory firm and have represented landlord clients in executed real estate transactions of a minimum of one million square feet of commercial space in each of the last five years in the NY/NJ metropolitan region.
2)     The firm must have experience in structuring five ground lease/net lease transactions for large mixed-use commercial properties over the last three years.
3)     The firm must have a minimum of 10 years’ experience in the New York City real estate market.
4)     The firm must have a minimum of 50 full time employees.
5)     The firm must have annual revenues, which average at least $300 million per year over the last 3-year period.

For the purpose of this Request For Proposals Joint Ventures are expressly prohibited.

PROPOSAL REQUIREMENTS

To respond to this Request for Proposals, provide the following information:

1. Provide information as required to demonstrate your compliance with the prerequisites noted above.

2. A billing rate schedule, including job classifications, for technical personnel and partners or principals referred to in said subparagraph 9.A of the standard agreement. The billing rate schedule shall identify proposed individuals for each of the following position descriptions, for each of the tasks, as appropriate, identified in Attachment A:

A. Partner/Principal:
      Point of contact for all services concerning this contract. Responsible for providing proposals for the performance of requested services including assembling and coordinating the appropriate team, overseeing all services provided and ensuring compliance with all Authority requirements.
B. Senior/Project Manager:
      Manages the project on a day-to-day basis and is the point of contact for the specific project.
C. Task Leader(s):
      Manages and coordinates staff work on key project areas
D. Associate(s)/Staff:
      Work on project as directed by task leader
E. Financial Analyst(s):
      Performs financial analysis as required
F. Appraiser(s):
      Performs appraisal services as required
G. Architect/Planner(s):
      Performs space planning/architectural review, and related engineering services

3. Technical qualifications and experience of personnel referred to in item 2 above.

4. Specific relevant experience of your firm.

This shall include but not be limited to a list of entities for which similar services have been provided. Provide a list of the projects, and a contact as required for the Authority to confirm said information.

5. A description of the proposed management approach to be taken on the project.

6. An itemized estimate of contemplated out-of-pocket expenses.

7. Identify intended subconsultant(s), the terms and conditions for their compensation (including their multiplier, if applicable), the estimated number of hours of subconsultant services, their MBE/WBE status and the technical qualifications of their key personnel to be assigned to the subject project.

8. Your attention is directed to paragraph 21 of the Authority's Standard Agreement in which the Director, Real Estate has stated the goals for Minority Business Enterprise participation in this project. Submit details on how you intend to meet these goals. A listing of certified MBE/WBE firms will be provided upon request.

9. A complete list of your firms affiliates.

10. In accordance with Authority policy, we also request you to include in the front of your Proposal, a copy of Attachment B, signed by an officer of your company.

If your firm is selected for performance of the subject services, the agreement you will be asked to sign, at that time, will include clauses entitled "Certification Of No Investigation (Criminal Or Civil Anti-Trust), Indictment, Conviction, Suspension, Debarment, Disqualification, Prequalification Denial Or Termination, etc; Disclosures Of Other Required Information" and "NonCollusive Bidding And Code Of Ethics Certification; Certification Of No Solicitation Based On Commission, Percentage, Brokerage, Contingent Fee Or Other Fee" (A copy of the agreement is included herewith). The selected consultant shall upon executing said agreement, at time of award, be deemed to have made the certifications contained therein unless said consultant submits a statement with the agreement explaining why any such certification(s) cannot be made.

Address Proposal to: The Port Authority of New York and New Jersey, One Madison Avenue, 7th Floor, New York, New York 10010, Attention: Cynthia Lorelli, Professional, Technical & Advisory Services, Procurement. You are requested to submit four copies of your Proposal in sufficient time so that the Authority receives them no later than 3:00 p.m. on September 23, 2003.

PROPOSAL EVALUATION CRITERIA

For the proposers that meet the above Prerequisites, the selection process by which a firm shall be selected for the performance of the subject services shall include consideration of the following factors (listed in order of importance):

1. The quality and depth of the experience and qualifications of staff, including subconsultants, who will be performing services hereunder.

2. The extent and quality of the firm’s experience in the performance of similar services provided to others.

3. Management Approach – staffing assignments, appropriateness of staff time dedicated to each task.

4. The cost of the Consultant's services.

ADDITIONAL INFORMATION

After review of all proposals received, the Authority may require select proposers to make a presentation to the evaluation board, and others as appropriate, at the Authority’s offices in New York City. If your firm is selected to make a presentation, said presentation may be required as early as 3 workdays after receipt of proposals by the Authority. Presenters shall be limited to no more than 5 members of the consultant’s team, senior staff of the consultant or his subconsultant(s) actually performing the required services. The consultant’s presentation shall be limited to 30 minutes, at which time the Evaluation Board will have up to 30 minutes for a question and answer discussion.

After completion of the evaluation and internal authorization process, the Authority will forward two copies of the Agreement and Attachment A thereto to the selected firm who shall sign and return both copies. The return of one copy executed by the Authority will effectuate the Agreement.

Should you have any questions, please contact Ms. Cynthia Lorelli by email at clorelli@panynj.gov no later than September 16, 2003, which ever is the lesser. No employee of the Authority is authorized to interpret the provisions of this RFP or accompanying documents or give additional information as to their requirements. If interpretation or additional information is required, it will be communicated by written addendum issued by the Manager, Professional, Technical & Advisory Services of the Authority and such writing shall form a part of this RFP, or the accompanying documents, as appropriate.

There shall be no compensation for proposal preparation or presentation.

No rights accrue to any Proposer except under a duly authorized agreement for performance of the specified services.

The Authority reserves the unqualified right, in its sole and absolute discretion, to reject all Proposals, to undertake discussions and modifications with one or more consultants, to waive defects in Proposals, and to proceed with that Proposal or modified Proposal, if any, which in its judgment will, under all the circumstances, best serve the public interest.

Sincerely yours,

Tim Volonakis
Manager
Professional, Technical & Advisory Services Division
Procurement Department

Attachments

Original document: http://cryptome.org/WTC-Advisory-Services-AA.doc

ATTACHMENT A

PERFORMANCE OF EXPERT PROFESSIONAL REAL ESTATE ADVISORY SERVICES FOR THE WORLD TRADE CENTER ON AN “AS-NEEDED” BASIS DURING 2003, 2004, 2005 AND 2006

I. SCOPE OF WORK

The services of the Consultant shall generally consist of performing professional real estate advisory services for the Authority with regard to the redevelopment of the World Trade Center (WTC) on an “as-needed” basis during 2003, 2004, 2005 and 2006. Specific services will relate to shall be in connection with both the existing WTC net lease documents and the existing space lease covering the space leased by the Authority in the WTC as well as and property issues related to the development of the site and its surrounding areas.

II. DESCRIPTION OF THE CONSULTANT’S TASKS

Tasks to be performed by the Consultant may include but shall not be limited to the following:

A. Developing and assessing modifications to existing and/or alternative business arrangements with regard to, but not limited to the net leases and the PA Authority space lease.

B. Performing financial and market analyses with regard to, but not limited to the net leases and the PaAuthority’s space lease.

C. Assisting the Authority in development of negotiating strategies and providing negotiations support with regard to, but not limited to the net leases and the PA Authority space lease.

D. Performing appraisal services with regard to, but not limited to the net leases and the PA Authority space lease.

E. Developing a functional aoffice space a program to meet the for Authority’s future office spaces needs., understanding that the Authority is an operator of critical transportation infrastructure..

F. Providing advisory services regarding the Augthority’s special space and infrastructure requirements needs of the Authority which operates given the Authority’s need to operate critical transportation infrastructure systems and functions on a 24/7 basis.

A. Identifying opportunities for pre-development modification to base building systems to better support the the Authority’s office space program and subsequent design concept

G. Providing draft and final written reports documenting your findings for individual, specified tasks that include and/or recommendations and the incorporation of incorporating Authority comments as directedas appropriate.

H. Attending meeting with Authority staff and others as required.

* * *

Original document: http://cryptome.org/WTC-Advisory-Services-AB.doc

ATTACHMENT B

PERFORMANCE OF EXPERT PROFESSIONAL REAL ESTATE ADVISORY SERVICES FOR THE WORLD TRADE CENTER ON AN "AS-NEEDED" BASIS DURING 2003, 2004, 2005 AND 2006

AGREEMENT ON TERMS OF DISCUSSION

The Port Authority's receipt or discussion of any information (including information contained in any proposal, ideas, models, drawings, or other material communicated or exhibited by us or on our behalf) is not to impose any obligation whatsoever on the Port Authority or to entitle us to any compensation therefor (except to the extent specifically provided in such written agreement, if any, as may be entered into between the Port Authority and us). Any such information given to the Port Authority before, with, or after this letter, either orally or in writing, is not given in confidence and may be used or disclosed to others, for any purpose at any time without obligation or compensation and without liability of any kind whatsoever. Any statement which is inconsistent with this agreement, whether made as part of or in connection with any information received from us, or made at any other time in any fashion, shall be void and of no effect. This letter is not intended, however, to grant to the Port Authority rights to use any matter, which is the subject of valid existing or potential letters patent. The foregoing applies to any information, whether or not given at the invitation of the Port Authority.

__________________________

NAME OF COMPANY

__________________________

SIGNATURE OF OFFICER

__________________________

TITLE

Original document: http://cryptome.org/WTC-Advisory-Services-AGR.doc

P.A. Agreement #***-**-***

DATE

FIRM NAME
ADDRESS
CITY, STATE, ZIP CODE

Attention:

SUBJECT: PERFORMANCE OF EXPERT PROFESSIONAL REAL ESTATE ADVISORY SERVICES FOR THE WORLD TRADE CENTER ON AN “AS-NEEDED” BASIS DURING 2003, 2004, 2005 AND 2006

Dear Mr./Ms. ***:

1. The Port Authority of New York and New Jersey (hereinafter referred to as the "Authority") hereby offers to retain [FIRM NAME] (hereinafter referred to as "the Consultant" or "you") to provide expert professional real estate advisory services for the World Trade Center on an “as-needed” basis during 2003, 2004, 2005 And 2006 as more fully set forth in Attachment A, which is attached hereto and made a part hereof.

The Authority reserves the right to extend this Agreement for a period of three additional two year periods thereby modifying the agreement term to include performance of services as requested during 2007 and 2008, 2009 and 2010, 2011 and 2012 if so required. Said extensions shall be in writing by the Director to the addressee noted above, and shall be transmitted to the Consultant at least thirty (30) days prior to the end of each term.

With regard to work performed on Authority premises, the Consultant will indemnify and hold harmless the Port Authority against claims, loss and damage, for bodily injury, death, or damage to personal property arising out of the Consultant’s negligence.

This agreement will be signed by you and the Director of the Procurement Department. As used herein and hereafter, the "Director" means the Authority's Director, Real Estate, acting either personally or through her duly authorized representatives acting within the scope of the particular authority vested in them unless specifically stated to mean acting personally.

For the purpose of administering this Agreement, I have designated ******, title, ******, to act as my duly authorized representative. The Project Manager for this project is ******, at *****.

2. Your services hereunder shall include, but not be limited to, those specified in Attachment A.

3. Your services shall be performed as expeditiously as possible and at the time or times required by the Director. Time is of the essence in the performance of all your services under this Agreement.

4. The Authority does not guarantee the ordering of any services under this agreement.

5. Without the express written approval of the Director, you shall keep confidential, and shall require your subconsultants and your employees to keep confidential, a) all information disclosed by the Authority or its consultants or contractors to you or b) developed by you or your subconsultants in the performance of services hereunder. You may be required to execute, and have your employees, subconsultants and their employees execute, non-disclosure agreements as directed by the Authority concerning intellectual property and proprietary information of the Authority and third persons. Disclosure of any such information shall constitute a material breach of the Agreement.

6. In response to a request for specific services hereunder and prior to the performance of any such services, you shall submit in writing to the Director for approval an estimated cost and staffing analysis of such services to the Authority. Approval of such cost and direction from the Director in writing to proceed shall effectuate the performance of services under this Agreement. After the point at which your expenditures for such services reach such approved estimated cost, you shall not continue to render any such services unless you are specifically authorized in writing to so continue by the Director and you shall submit to him for approval a revised written estimated cost of such services. If no such authorization is issued, the performance of the specifically requested services under this Agreement shall be terminated without further obligation by either of the parties as to services not yet performed, but you shall be compensated as hereinafter provided for services already completed. It is understood, however, that this limitation shall not be construed to entitle you to an amount equal to the approved estimated cost. Preparation of the cost estimate and staffing analysis mentioned in the first sentence of this paragraph shall not be a compensable service hereunder.

7. The Consultant shall meet and consult with Authority staff as requested by the Director in connection with the services to be performed herein.

8. You shall not continue to render services under this Agreement after the point at which the total amount to be paid to you hereunder including reimbursable expenses reaches the amount of $*** unless you are specifically authorized in writing to so continue by the Director. If no such authorization is issued, this Agreement shall be terminated without further obligation by either of the parties as to services not yet performed, but you shall be compensated as hereinafter provided for services already completed. It is understood, however, that this limitation shall not be construed to entitle you to the above amount as a minimum compensation.

9. As full compensation for all your services and obligations in connection with this Agreement, the Authority will pay you the total of the amounts computed under subparagraphs A, B, C and D, or E below, subject to the limits on compensation and provisions set forth in paragraph 6 above. Subject to the terms and conditions below, travel time is not reimbursable under subparagraphs A and B hereunder.

A. An amount equal to the actual hourly billing rate billed by you for professional and technical personnel times the total number of hours actually spent by said personnel in the performance of services hereunder. No hour of services by an employee shall be compensable hereunder unless the employee is actually paid for such services at his usual salary rate. The hourly billing rate for each employee is the amount to be paid to you, and is full compensation for all benefits, taxes, etc., paid by you. There shall be no change in the billing rates during the original term of this Agreement (2003 through 2006) and at no time additional compensation for overtime, weekend, or holiday work. Attached hereto is a schedule of names, titles and corresponding hourly billing rates. Said schedule shall be the basis for determining compensation, subject to audit and shall be updated by you in writing as required until your services under this Agreement are completed. The Authority reserves the right of approval of all personnel and billing rates for said personnel performing services under this Agreement.

B. An amount equal to the amounts actually paid to subconsultants hereunder who have been retained after the written approval by the Director of the subconsultant and the compensation to be paid the subconsultant. The Consultant shall submit a copy of the terms and conditions of the subconsultant's compensation (including multiplier, if applicable), as well as an estimate of the number of hours required by the subconsultant to perform his services, as part of any request for approval of the subconsultant.

C. An amount equal to the out-of-pocket expenses, approved in advance by the Director, necessarily and reasonably incurred and actually paid by you in the performance of your services hereunder. Out-of-pocket expenses are expenses that are unique to the performance of your services under this Agreement and generally contemplate the purchase of outside ancillary services, except that for the purpose of this Agreement, out-of-pocket expenses do include amounts for mailing and delivery charges for submittal of drawings, specifications and reports; long distance telephone calls; rentals of equipment; travel and local transportation; and meals and lodging on overnight trips.

Notwithstanding the above the Authority will pay an amount approved in advance by the Director and computed as follows for the reproduction of submittal drawings, specifications and reports:

1) If the Consultant uses its own facilities to reproduce such documents, an amount computed in accordance with the billing rates the Consultant customarily charges for reproduction of such documents on agreements such as this, or

2) If the Consultant uses an outside vendor for the reproduction of such documents, the actual, necessary and reasonable amounts for the reproduction of such documents.

Out-of-pocket expenses do not include expenses that are usually and customarily included as part of the Consultant's overhead. For the purposes of this Agreement out-of-pocket expenses do not include amounts for typing, utilization of computer systems, computer aided design and drafting (CADD), cameras, recording or measuring devices, flashlights and other small, portable equipment, safety supplies, phones, telephone calls, electronic messaging including FAX, Telex and telegrams, or expendable office supplies. Unless otherwise indicated, required insurance is not a reimbursable expense.

You shall obtain the Director's written approval prior to making expenditures for out-of-pocket expenses in excess of $1,000 per specific expenditure and for all overnight trips which are reimbursable expenditures as set forth above. You shall substantiate all billings for out-of-pocket expenses in excess of $25 with receipted bills and provide said receipts with the appropriate billing.

The time of employees of the Consultant devoted to typing/word processing, stenographic, clerical or administrative functions shall be deemed to be included in the billing rates referred to in subparagraph A above.

10. You shall keep, and shall cause any subconsultants under this Agreement to keep, daily records of the time spent in the performance of services hereunder by all persons whose salaries or amounts paid thereto will be the basis for compensation under this Agreement as well as records of the amounts of such salaries and amounts actually paid for the performance of such services and records and receipts of reimbursable expenditures hereunder, and, notwithstanding any other provisions of this Agreement, failure to do so shall be a conclusive waiver of any right to compensation for such services or expenses as are otherwise compensable hereunder. The Authority shall have the right to audit all such records. The Authority shall have the right to inspect your records, and those of your subconsultants, pertaining to any compensation to be paid hereunder, such records to be maintained by you and your subconsultants for a period of one year after completion of services to be performed under this Agreement.

11. Upon completion of services hereunder, you shall render a bill for services performed and reimbursable out-of-pocket expenses incurred, accompanied by such records and receipts as required, to the Project Manager. Each invoice shall bear your taxpayer number and the Purchase Order Number(s) supplied by the Authority. Upon receipt of the foregoing, the Director will certify to the Authority the amount of compensation earned by you. As an aid to you the Authority shall, within fifteen days after receipt of such certification by the Director, advance to you by check the sum certified to you for your account.

12. The Authority may at any time for cause terminate this Agreement as to any services not yet rendered, and may terminate this Agreement without cause upon three (3) days notice to you. You shall have no right of termination as to any services under this Agreement without just cause. Termination by either party shall be by certified letter addressed to the other at its address hereinbefore set forth. Should this Agreement be terminated by either party as above provided, you shall receive no compensation for any services not yet performed, but if termination is without fault on your part, the Authority shall pay you as the full compensation to which you shall be entitled in connection with this Agreement the amounts computed under paragraph 9A, B and C above for the services satisfactorily performed through the date of termination, but in no event shall the amounts to be paid to the Consultant under said paragraph exceed the amount provided for in Paragraph 8.

13. You shall not issue or permit to be issued any press release, advertisement, or literature of any kind, which refers to the Authority or the services performed in connection with this Agreement, unless you first obtain the written approval of the Director. Such approval may be withheld if for any reason the Director believes that the publication of such information would be harmful to the public interest or is in any way undesirable.

14. Under no circumstances shall you or your subconsultants communicate in any way with any contractor, department, board, agency, commission or other organization or any person whether governmental or private in connection with the services to be performed hereunder except upon prior written approval and instructions of the Director, provided, however that data from manufacturers and suppliers of material shall be obtained by you when you find such data necessary unless otherwise instructed by the Director.

15. Any services performed for the benefit of the Authority at any time by you or on your behalf, even though in addition to those described herein, even if expressly and duly authorized by the Authority, shall be deemed to be rendered under and subject to this Agreement (unless referable to another express written, duly executed agreement by the same parties), whether such additional services are performed prior to, during or subsequent to the services described herein, and no rights or obligations shall arise out of such additional services.

16. No certificate, payment (final or otherwise), acceptance of any work nor any other act or omission of the Authority or the Director shall operate to release you from any obligations under or upon this Agreement, or to estop the Authority from showing at any time that such certificate, payment, acceptance, act or omission was incorrect or to preclude the Authority from recovering any money paid in excess of that lawfully due, whether under mistake of law or fact or to prevent the recovery of any damages sustained by the Authority.

17. All estimates, reports, records, data, charts, documents, models, designs, renderings, drawings, specifications, photographs, computations, computer tapes or discs, and other papers of any type whatsoever, whether in the form of writing, figures or delineations, which are prepared or compiled in connection with this Agreement, shall become the property of the Authority, and the Authority shall have the right to use or permit the use of them and any ideas or methods represented by them for any purpose and at any time without other compensation than that specifically provided herein. The Consultant hereby warrants and represents that the Authority will have at all times the ownership and rights provided for in the immediately preceding sentence free and clear of all claims of third persons whether presently existing or arising in the future and whether presently known to either of the parties of this Agreement or not. This Agreement shall not be construed, however, to require the Consultant to obtain for the Authority the right to use any idea, design, method, material, equipment or other matter which is the subject of a valid patent, unless such patent be owned by the Consultant or one of his employees, or his subconsultant or the subconsultant's employees, in which case such right shall be obtained without additional compensation. It is agreed that all information of any nature whatsoever which is in any way connected with the services performed in connection with this Agreement, regardless of the form of communication, which has been or may be given by you or on your behalf, whether prior or subsequent to the execution of this Agreement, to the Authority, its Commissioners, officers, agents or employees, is not given in confidence and may be used or disclosed by or on behalf of the Authority without liability of any kind, except as may arise under valid existing or pending patents, if any.

18. If research or development is furnished in connection with the performance of this Agreement and if in the course of such research or development patentable subject matter is produced by the Consultant, his officers, agents, employees, or subconsultants, the Authority shall have, without cost or expense to it, an irrevocable, non-exclusive royalty-free license to make, have made, and use, either itself or by anyone on its behalf, such subject matter in connection with any activity now or hereafter engaged in or permitted by the Authority. Promptly upon request by the Authority, the Consultant shall furnish or obtain from the appropriate person a form of license satisfactory to the Authority, but it is expressly understood and agreed that, as between the Authority and the Consultant the license herein provided for shall nevertheless arise for the benefit of the Authority immediately upon the production of said subject matter, and shall not await formal exemplification in a written license agreement as provided for above. Such license agreement may be transferred by the Authority to its successors, immediate or otherwise, in the operation or ownership of any real or personal property now or hereafter owned or operated by the Authority but such license shall not be otherwise transferable.

19. You shall promptly and fully inform the Director, in writing, of any patents or patent disputes, whether existing or potential, of which you have knowledge, relating to any idea, design, method, material, equipment or other matter related to the subject matter of this Agreement or coming to your attention in connection with this Agreement.

20. This Agreement being based upon your special qualifications for the services herein contemplated, any assignment, subletting or other transfer of this Agreement or any part hereof or of any monies due or to become due hereunder without the express consent in writing of the Authority shall be void and of no effect as to the Authority, provided, however, that you may sublet services to subconsultants with the express consent in writing of the Director. All persons to whom you sublet services, however, shall be deemed to be your agents and no subletting or approval thereof shall be deemed to release you from your obligations under this Agreement or to impose any obligation on the Authority to such subconsultant or give the subconsultant any rights against the Authority.

21. The Authority has a long-standing practice of encouraging Minority Business Enterprises (MBEs) and Women Business Enterprises (WBEs) to seek business opportunities with it, either directly or as subconsultants or subcontractors. "Minority-owned business" or "MBE" means a business entity which is least 51 percent owned by one or more members of one or more minority groups, or, in the case of a publicly held corporation, at least 51 percent of the stock of which is owned by one or more members of one or more minority groups; and whose management and daily business operations are controlled by one or more such individuals who are citizens or permanent resident aliens. "Women-owned business" or "WBE" means a business which is least 51 percent owned by one or more women, or, in the case of a publicly held corporation, 51 percent of the stock of which is owned by one or more women; and whose management and daily business operations are controlled by one or more women who are citizens or permanent resident aliens.

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

A. Black persons having origins in any of the Black African racial groups not of Hispanic origin;

B. Hispanic persons of Puerto Rican, Mexican, Dominican, Cuban, Central or South American culture 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;

D. American Indian or Alaskan Native persons having origins in any of the original peoples of North America and maintaining identifiable tribal affiliations through membership and participation or community identification.

The Director has set a goal of 12 percent participation by qualified and certified MBEs and 5 percent by qualified and certified WBEs on consultant projects.

To be "certified" a firm must be certified by the Authority's Office of Business and Job Opportunity.

In order to facilitate the meeting of this goal the Consultant shall use every good faith effort to utilize subconsultants who are certified MBEs or WBEs to the maximum extent feasible.

The Authority has a list of certified MBE/WBE firms, which are available to you at your request. The Authority however makes no representation as to their financial or technical capabilities. The Consultant will be required to submit to the Authority's Office of Business and Job Opportunity for certification the names of MBE/WBE firms he proposes to use who are not on the list of certified MBE/WBE firms.

22. NOTIFICATION OF SECURITY REQUIREMENTS

The Port Authority of New York & New Jersey has facilities, systems, and projects where terrorism or other criminal acts may have a significant impact on life safety and key infrastructures. The Authority reserves the right to impose multiple layers of security requirements on the Consultant, its staff and sub-consultants and their staffs depending upon the level of security required, as determined by the Authority. These security requirements may include but are not limited to the following:

· Consultant/sub-consultant identity checks and background screening, including but not limited to: inspection of not less than two forms of valid/current government issued identification (at least one having an official photograph) to verify staff’s name and residence; screening federal, state, and/or local criminal justice agency information databases and files; screening of any terrorist identification files; multi-year check of personal, employment and/or credit history; access identification to include some form of biometric security methodology such as fingerprint, facial or iris scanning, or the like;

o Issuance of Photo Identification cards;

o Access control, inspection, and monitoring by security guards.

· The Consultant may be required to have its staff, and any sub-consultant’s staff, authorize the Authority or its designee to perform background checks. Such authorization shall be in a form acceptable to the Authority. The Consultant may also be required to use an organization designated by the Authority to perform the background checks. The cost for said background checks shall be reimbursable to the Consultant as an out-of-pocket expense as provided herein.

The Authority may impose, increase, and/or upgrade security requirements for the Consultant and its staff and sub-consultants during the term of this agreement to address changing security conditions and/or new governmental regulations.

23. CERTIFICATION OF NO INVESTIGATION (CRIMINAL OR CIVIL ANTI-TRUST), INDICTMENT, CONVICTION, DEBARMENT, SUSPENSION, DISQUALIFICATION AND DISCLOSURE OF OTHER INFORMATION

By signing this Agreement, the Consultant and each person signing on behalf of the Consultant certifies, and in the case of a joint proposal each party thereto certifies as to its own organization, that the Consultant and each parent and/or affiliate of the Consultant has not:

A. been indicted or convicted in any jurisdiction;

B. been suspended, debarred, found not responsible or otherwise disqualified from entering into any agreement with any governmental agency or been denied a government agreement for failure to meet standards related to the integrity of the Consultant;

C. had an agreement terminated by any governmental agency for breach of agreement or for any cause based in whole or in part on an indictment or conviction;

D. ever used a name, trade name or abbreviated name, or an Employer Identification Number different from those inserted in the Proposal;

E. had any business or professional license suspended or revoked or, within the five years prior to proposal opening, had any sanction imposed in excess of $50,000 as a result of any judicial or administrative proceeding with respect to any license held or with respect to any violation of a federal, state or local environmental law, rule or regulation;

F. had any sanction imposed as a result of a judicial or administrative proceeding related to fraud, extortion, bribery, proposal rigging, embezzlement, misrepresentation or anti-trust regardless of the dollar amount of the sanctions or the date of their imposition; and

G. been, and is not currently, the subject of a criminal investigation by any federal, state or local prosecuting or investigative agency and/or a civil anti-trust investigation by any federal, state or local prosecuting or investigative agency.

24. NON-COLLUSIVE PROPOSING, AND CODE OF ETHICS CERTIFICATION, CERTIFICATION OF NO SOLICITATION BASED ON COMMISSION, PERCENTAGE, BROKERAGE, CONTINGENT OR OTHER FEES

By proposing on this Agreement, each Consultant and each person signing on behalf of any Consultant certifies, and in the case of a joint proposal, each party thereto certifies as to its own organization, that:

A. the prices in its proposal have been arrived at independently without collusion, consultation, communication or agreement for the purpose of restricting competition, as to any matter relating to such prices with any other consultant or with any competitor;

B. the prices quoted in its proposal have not been and will not be knowingly disclosed directly or indirectly by the Consultant prior to the official opening of such proposal to any other consultant or to any competitor;

C. no attempt has been made and none will be made by the Consultant to induce any other person, partnership or corporation to submit or not to submit a proposal for the purpose of restricting competition;

D. this organization has not made any offers or agreements or taken any other action with respect to any Authority employee or former employee or immediate family member of either which would constitute a breach of ethical standards under the Code of Ethics dated April 11, 1996 (a copy of which is available upon request to the individual named in the clause hereof entitled "Consultant’s Questions"), nor does this organization have any knowledge of any act on the part of an Authority employee or former Authority employee relating either directly or indirectly to this organization which constitutes a breach of the ethical standards set forth in said Code; and

E. no person or selling agency other than a bona fide employee or bona fide established commercial or selling agency maintained by the Consultant for the purpose of securing business, has been employed or retained by the Consultant to solicit or secure this Agreement on the understanding that a commission, percentage, brokerage, contingent, or other fee would be paid to such person or selling agency.

The foregoing certifications, shall be deemed to be made by the Consultant as follows:

* if the Consultant is a corporation, such certification shall be deemed to have been made not only with respect to the Consultant itself, but also with respect to each parent, affiliate, director, and officer of the Consultant, as well as, to the best of the certifier’s knowledge and belief, each stockholder of the Consultant with an ownership interest in excess of 10%;

* if the Consultant is a partnership, such certification shall be deemed to have been made not only with respect to the Consultant itself, but also with respect to each partner.

Moreover, the foregoing certifications, if made by a corporate Consultant, shall be deemed to have been authorized by the Board of Directors of the Consultant, and such authorization shall be deemed to include the signing and submission of the proposal and the inclusion therein of such certification as the act and deed of the corporation.

In any case where the Consultant cannot make the foregoing certifications, the Consultant shall so state and shall furnish with the signed proposal a signed statement, which sets forth in detail the reasons therefor. If the Consultant is uncertain as to whether it can make the foregoing certifications, it shall so indicate in a signed statement furnished with its proposal, setting forth in such statement the reasons for its uncertainty.

Notwithstanding that the Consultant may be able to make the foregoing certifications at the time the proposal is submitted, the Consultant shall immediately notify the Authority in writing during the period of irrevocability of proposals on this Agreement or any extension of such period of any change of circumstances which might under this clause make it unable to make the foregoing certifications or require disclosure. The foregoing certifications or signed statement shall be deemed to have been made by the Consultant with full knowledge that they would become a part of the records of the Authority and that the Authority will rely on their truth and accuracy in awarding this Agreement. In the event that the Authority should determine at any time prior or subsequent to the award of this Agreement that the Consultant has falsely certified as to any material item in the foregoing certifications or has willfully or fraudulently furnished a signed statement which is false in any material respect, or has not fully and accurately represented any circumstance with respect to any item in the foregoing certifications required to be disclosed, the Authority may determine that the Consultant is not a responsible Consultant with respect to its proposal on the Agreement or with respect to future proposals on Authority agreements and may exercise such other remedies as are provided to it by the Agreement with respect to these matters. In addition, Consultants are advised that knowingly providing a false certification or statement pursuant hereto may be the basis for prosecution for offering a false instrument for filing (see, e.g. New York Penal Law, Section 175.30 et seq.). Consultants are also advised that the inability to make such certification will not in and of itself disqualify a Consultant, and that in each instance the Authority will evaluate the reasons therefor provided by the Consultant.

25. CONSULTANT ELIGIBILITY FOR AWARD OF AGREEMENTS – DETERMINATION BY AN AGENCY OF THE STATE OF NEW YORK OR NEW JERSEY CONCERNING ELIGIBILITY TO RECEIVE PUBLIC AGREEMENTS

Consultants are advised that the Authority has adopted a policy to the effect that in awarding its agreements it will honor any determination by an agency of the State of New York or New Jersey that a consultant is not eligible to propose on or be awarded public agreements because the consultant has been determined to have engaged in illegal or dishonest conduct or to have violated prevailing rate of wage legislation.

The policy permits a consultant whose ineligibility has been so determined by an agency of the State of New York or New Jersey to submit a proposal on a Port Authority agreement and then to establish that it is eligible to be awarded an agreement on which it has submitted a proposal because (i) the state agency determination relied upon does not apply to the consultant, or (ii) the state agency determination relied upon was made without affording the consultant the notice and hearing to which the consultant was entitled by the requirements of due process of law, or (iii) the state agency determination was clearly erroneous or (iv) the state agency determination relied upon was not based on a finding of conduct demonstrating a lack of integrity or violation of a prevailing rate of wage law.

The full text of the resolution adopting the policy may be found in the Minutes of the Authority's Board of Commissioners meeting of September 9, 1993.

26. NO GIFTS, GRATUITIES, OFFERS OF EMPLOYMENT, ETC.

During the term of this Agreement, the Consultant shall not offer, give or agree to give anything of value either to a Port Authority employee, agent, job shopper, consultant, construction manager or other person or firm representing the Port Authority, or to a member of the immediate family (i.e., a spouse, child, parent, brother or sister) of any of the foregoing, in connection with the performance by such employee, agent, job shopper, consultant, construction manager or other person or firm representing the Port Authority of duties involving transactions with the Consultant on behalf of the Port Authority, whether or not such duties are related to this Agreement or any other Port Authority agreement or matter. Any such conduct shall be deemed a material breach of this Agreement.

As used herein “anything of value” shall include but not be limited to any (a) favors, such as meals, entertainment, transportation (other than that contemplated by the Agreement or any other Port Authority agreement), etc. which might tend to obligate the Port Authority employee to the Consultant, and (b) gift, gratuity, money, goods, equipment, services, lodging, discounts not available to the general public, offers or promises of employment, loans or the cancellation thereof, preferential treatment or business opportunity. Such term shall not include compensation contemplated by this Agreement or any other Port Authority agreement. Where used herein, the term “Port Authority” shall be deemed to include all subsidiaries of the Port Authority.

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

In addition, during the term of this agreement, the Consultant shall not make an offer of employment or use confidential information in a manner proscribed by the Code of Ethics and Financial Disclosure dated April 11, 1996 (a copy of which is available upon request to the Office of the Secretary of the Port Authority).

The Consultant shall include the provisions of this clause in each subagreement entered into under this Agreement.

27. CONFLICT OF INTEREST

During the term of this agreement, the Consultant shall not participate in any way in the preparation, negotiation or award of any agreement (other than an agreement for its own services to the Authority) to which it is contemplated the Port Authority may become a party, or participate in any way in the review or resolution of a claim in connection with such an agreement if the Consultant has a substantial financial interest in a contractor or potential contractor of the Port Authority or if the Consultant has an arrangement for future employment or for any other business relationship with said contractor or potential contractor, nor shall the Consultant at any time take any other action which might be viewed as or give the appearance of conflict of interest on its part. If the possibility of such an arrangement for future employment or for another business arrangement has been or is the subject of a previous or current discussion, or if the Consultant has reason to believe such an arrangement may be the subject of future discussion, or if the Consultant has any financial interest, substantial or not, in a contractor or potential contractor of the Authority, and the Consultant’s participation in the preparation, negotiation or award of any agreement with such a contractor or the review or resolution of a claim in connection with such an agreement is contemplated or if the Consultant has reason to believe that any other situation exists which might be viewed as or give the appearance of a conflict of interest, the Consultant shall immediately inform the Director in writing of such situation giving the full details thereof. Unless the Consultant receives the specific written approval of the Director, the Consultant shall not take the contemplated action which might be viewed as or give the appearance of a conflict of interest. In the event the Director shall determine that the performance by the Consultant of a portion of its services under this Agreement is precluded by the provisions of this numbered paragraph, or a portion of the Consultant’s said services is determined by the Director to be no longer appropriate because of such preclusion, then the Director shall have full authority on behalf on both parties to order that such portion of the Consultant’s services not be performed by the Consultant, reserving the right, however, to have the services performed by others and any lump sum compensation payable hereunder which is applicable to the deleted work shall be equitably adjusted by the parties. The Consultant’s execution of this document shall constitute a representation by the Consultant that at the time of such execution the Consultant knows of no circumstances, present or anticipated, which come within the provisions of this paragraph or which might otherwise be viewed as or give the appearance of a conflict of interest on the Consultant’s part. The Consultant acknowledges that the Authority may preclude it from involvement in certain disposition/privatization initiatives or transactions that result from the findings of its evaluations hereunder or from participation in any agreements which result, directly or indirectly, from the services provided by the Consultant hereunder.

28. DEFINITIONS

As used in section 24 through 27 above, the following terms shall mean:

Affiliate - Two or more firms are affiliates if a parent owns more than fifty percent of the voting stock of each of the firms, or a common shareholder or group of shareholders owns more than fifty percent of the voting stock of each of the firms, or if the firms have a common proprietor or general partner.

Agency or Governmental Agency - Any federal, state, city or other local agency, including departments, offices, public authorities and corporations, boards of education and higher education, public development corporations, local development corporations and others.

Investigation - Any inquiries made by any federal, state or local criminal prosecuting agency and any inquiries concerning civil anti-trust investigations made by any federal, state or local governmental agency. Except for inquiries concerning civil anti-trust investigations, the term does not include inquiries made by any civil government agency concerning compliance with any regulation, the nature of which does not carry criminal penalties, nor does it include any background investigations for employment, or Federal, state, and local inquiries into tax returns.

Officer - Any individual who serves as chief executive officer, chief financial officer, or chief operating officer of the consultant by whatever titles known.

Parent - An individual, partnership, joint venture, or corporation which owns more than 50% of the voting stock of the consultant.

29. This Agreement shall be governed by and construed in accordance with the Laws of the State of New York.

30. The entire agreement between the parties is contained herein and no change in or modification, termination or discharge of this Agreement in any form whatsoever shall be valid or enforceable unless it is in writing and signed by the party to be charged therewith, or his duly authorized representative, provided, however, that termination in the manner hereinbefore expressly provided shall be effective as so provided.

31. No Commissioner, officer, agent or employee of the Authority shall be charged personally by you with any liability or held liable to you under any term or provision of this Agreement, or because of its execution or attempted execution or because of any breach hereof.

32. If the foregoing meets with your approval, please indicate your acceptance by signing the original and the additional enclosed copy in the lower left-hand corner and returning them to the Authority.

Very truly yours,

THE PORT AUTHORITY OF

NEW YORK AND NEW JERSEY

By: _____________________

Cecile O. Pace
Director of Procurement

Date: ___________________

ACCEPTED:

Company

By: ____________________________

Title: __________________________

Date: __________________________

INSTRUCTIONS

If the selected Consultant firm is not located in the States of New York or New Jersey, change the number of the last Paragraph of this Agreement from "30." to "31." and insert a new Paragraph "30." as follows:

30. This Agreement shall be governed by and construed in accordance with the Laws of the State of New York.