PROFESSIONAL SERVICES DESCRIPTION FOR THE PERFORMANCE OF A: Traffic Signal Warrant Study

Transcription

1 PROFESSIONAL SERVICES DESCRIPTION FOR THE PERFORMANCE OF A: Traffic Signal Warrant Study SUBMISSION DEADLINE: April23, 2014 at 1:00 P.M. FAIR AND OPEN PUBLIC SOLICITATION PROCESS FOR PROFESSIONAL SERVICES FOR GLOUCESTER COUNTY IMPROVEMENT AUTHORITY 109 BUDD BOULEY ARD WOODBURY, NEW JERSEY March

2 Through this Request for Qualifications/Proposals, the Gloucester County Improvement Authority (GCIA) seeks to engage a specialty consultant (e.g. Traffic Signal Warrant Specialist) for the term from the date the successful consultant is issued a Notice To Proceed (NTP) until completion of a Traffic Signal Warrant Study for a new intersection along the Paulsboro Marine Terminal' s Access Road. The construction of the Paulsboro Marine Terminal Access Road and Bridge commenced in the spring of20 11 but was issued a Stay of Construction by the Appellate Division ofthe New Jersey District Court for a portion of the roadway alignment that lies west of Mantua Creek. Following removal of the Stay of Construction in August 2012, construction of the Access Road and Bridge resumed and is nearing substantial completion. For the balance of20 14 and 2015, the Access Road and Bridge is planned to serve the on-going Paulsboro Marine Terminal construction activities as well as the start-up of terminal operations. The purpose ofthis Traffic Signal Warrant Study is to compile, generate and assess pertinent data and forward a recommendation that is compliant with MUTCD standards regarding the threshold level of future traffic whereby a new traffic signal is warranted. This professional services contract will be awarded through a fair and open process pursuant to N.J.S.A. 19:44A-20.4 et seq. The specialty consultant' s Standard Requirements oftechnical Proposal (items A thrum) and Cost Proposal must be received prior to and will be publicly opened and read aloud on April23, 2014 at 1 :00 P.M. at the GCIA administrative office located at 109 Budd Boulevard, Woodbury, New Jersey. Each specialty consultant is advised that compliance with the "Standardized Submission Requirements and Selection Criteria for Fair and Open Public Solicitation Process For Professional Services" is required. These requirements must be obtained by contacting Danae Ciociola of the GCIA at Failure of a Proposer to include the Fair and Open Standardized Submission Requirements will result in the proposal being deemed incomplete and unresponsive and therefore the entire proposal will be rejected from further consideration. Port of Paulsboro Overview The Port ofpaulsboro consists primarily of two components - a marine terminal and an access road and bridge. Refer to the enclosed Attachment A Paulsboro Marine Terminal & Access Road and Bridge Site Plan for a conceptual plan that displays the alignment of the access road and bridge as well as a configuration of the proposed marine terminal. Scope of Work The specialty consultant is to perform the following Scope of Work. 1. For background purposes, review the pertinent sections of the following reports: a. Traffic Impact Study dated October 2005 by T &M Associates b. NJDEP Waterfront Development, Flood Hazard Area and Freshwater Wetlands Individual Permit Application dated February 2010 by AECOM c. Paulsboro Marine Terminal Final General Conformity Air Quality Analysis Report dated December 2010 by TRC The reports are located at the Paulsboro Marine Terminal' s Construction Administration building, which has a mailing address of 303 Mantua A venue, Paulsboro, New Jersey and a March

3 physical location that is located one block east of Mantua A venue along Universal Road, Paulsboro, New Jersey. The reports can be viewed prior to the proposal submission date by scheduling an appointment with the GCIA's Construction Manager- Mr. Darryl Eng. Mr. Eng's contact information is Darryl.eng@aecom.com or Conduct a comprehensive field reconnaissance of the roadways within the study area to determine the existing operations and physical conditions of the adjacent roadway network that may affect existing traffic flows and future traffic conditions. As ofmarch 2014, there are two existing facilities that use Paradise Road. One entity is NuS tar Asphalt Refming and the other is the Gloucester County Utilities Authority. Two additional complexes-the West Deptford Energy Station and Paulsboro Marine Terminal - are under construction. The consultant is to meet with the necessary representatives from each of these entities to understand their daily (24 hour) traffic flows across an entire year including any seasonal variations, if any, and business growth projections. 3. Collect 24-hour automatic traffic recorder (A TR) counts in at least two locations along northbound and southbound Paradise Road in the area ofthe study intersection. One location is to be south of the West Deptford Energy Station and the other is to be north ofthe West Deptford Energy Station. The A TRs will be set up for one week to collect weekday and weekend hourly volumes along Paradise Road. In an effort to obtain more accurate traffic data, it is required that the consultant coordinate the placement of A TR data with the resumption ofnustar operations, which are significantly reduced during the winter months. 4. Determine the trip generation for the proposed Paulsboro Marine Terminal based upon data published by the Institute of Transportation Engineers (ITE) and projections of port operations as dictated by the South Jersey Port Corporation. Prepare an hourly breakdown of the trip generation estimates for the projected build-out year of the development. 5. Analyze existing roadway volumes and project the anticipated site trip distribution and assignment to the roadway system. 6. Determine background traffic growth for the build-out year and combine with trips from previously approved developments in the vicinity of the site to provide future traffic projections at the study intersection. 7. Prepare a traffic signal warrant analysis using current MUTCD standards. Based upon the expectation that a traffic signal will be warranted, determine the threshold volumes for the commencement of traffic signal operations. In addition, review the existing signal configuration and recommend any alterations to the design of the signal. 8. Prepare a draft letter report containing the appropriate data, analyses, recommendations and conclusions regarding the traffic signal warrant analysis. Submit draft report for review to GCIA, Gloucester County Engineer and NJDOT. Follow for comments from County and NJDOT. Incorporate comments as appropriate and submit final report to GCIA, SJPC, Gloucester County Engineer and NJDOT. The report must be prepared by a Professional Engineer who will provide a certification regarding the warranting of the signal. March

4 Schedule For Completion of Report Draft report is to be submitted within 60 days of Notice-To-Proceed. Proposal Content Refer to the Standardized Submission Requirements and Selection Criteria for Fair and Open Public Solicitation Process for Professional Services. Request For Proposal (RFP) Evaluation- Basis For Best Value Selection Refer to the Standardized Submission Requirements and Selection Criteria for Fair and Open Public Solicitation Process for Professional Services. Cost Proposal Format Refer to the Standardized Submission Requirements and Selection Criteria for Fair and Open Public Solicitation Process for Professional Services. The Cost Proposal is to be LUMP SUM. The Cost Proposal is detailed as shown in TABLE 1 attached herein. The LUMP SUM is based upon billing rates per person and the duration assigned to the study. The total LUMP SUM price is to include all labor and materials to complete the scope of work detailed in this Request For Qualifications I Proposal. March

5 TABLE 1 Cost Proposal Worksheet Hourly Total No. Task Description Billing Number of Subtotal ($) Rate($) Hours (Hrs) 1 Field Reconnaissance $ $ 2 ATRData $ $ 3 Trip Generation Analysis $ $ 4 Trip Distribution Analysis $ $ 5 Traffic Projections $ $ 6 Traffic Signal Warrant Analysis $ $ 7 Letter Report $ $ TOTAL Labor ($) $ Rate Per Month No. Direct Expense ($) Subtotal ($) 8 Reproduction $ $ 9 Other $ $ TOTAL Direct Expense ($) $ I TOTAL LUMP SUM COST ($) $ TOTAL COST PROPOSAL (in words) Proposers can add additional rows to reflect additional tasks or sub-tasks and/or add other direct expenses. All identified costs are to be cumulative, such that a Total Lump Sum Cost is provided in numerical format within the table and written in the Total Cost Proposal area. March

6 ATTACHMENT A Paulsboro Marine Terminal & Access Road and Bridge Site Plan March

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8 ATTACHMENTB Standard Form of Agreement March

9 CONTRACT BETWEEN TBD AND THE GLOUCESTER COUNTY IMPROVEMENT AUTHORITY ON BEHALF OF THE SOUTH JERSEY PORT CORPORATION AND THE PAULSBORO MARINE TERMINAL & ACCESS ROAD AND BRIDGE PROJECT FOR THE PERFORMANCE OF A TRAFFIC SIGNAL WARRANT STUDY THIS CONTRACT, is made on this day of, 2014, by and between the GLOUCESTER COUNTY IMPROVEMENT AUTHORITY, a body politic and corporate, with offices in Woodbury, New Jersey, hereinafter referred to as the "GCIA", and with offices at, hereinafter referred to as the "Contractor". RECITALS WHEREAS, there exists a need for the GCIA to contract for the performance of a traffic signal warrant study for the Paulsboro Marine Terminal & Access Road and Bridge Project ("Services"); and WHEREAS, Contractor has provided to the GCIA a bid proposal for the Services dated 2014; and WHEREAS, the Contractor represents that it is qualified to perform the Services and desires to so perform pursuant to the terms and conditions of this Contract. NOW, THEREFORE, in consideration of the mutual promises, agreements and other considerations made by and between the parties, the GCIA and the Contractor do hereby agree as follows: 1. TERM. The term of this Contract shall be in accordance with the bidding requirements submitted and attached hereto as Exhibit "A". 2. COMPENSATION. In consideration for the Services performed by Contactor during the Term, GCIA agrees to pay Contractor such compensation as is identified in the Bid From attached hereto as Exhibit "B". Upon receipt of an invoice and a properly executed voucher, and after approval by the Authority, the payment voucher shall be placed in line for prompt payment. Each invoice shall contain an itemized, detailed description of all work performed during the billing period. Failure to provide sufficient specificity shall be cause for rejection of the invoice until the necessary details are provided. It is also agreed and understood that the acceptance of the final payment by the Contractor shall be considered a release in full of all claims against the Authority arising out of, or by reason of, the work done and materials furnished under the contract. Contractor shall be responsible for all costs and expenses incident to the performance of consulting services provided for GCIA, including but not limited to, costs of any fees, fines, licenses, bonds or taxes required of or imposed against Contractor and all of

10 Contractor's other general costs of doing business. GCIA shall not be responsible for expenses incurred by Contractor in performing Services for the GCIA except as provided in the Bid or as specifically agreed upon in writing by the GCIA. 3. DUTIES OF CONTRACTOR. The specific duties ofthe Contractor shall be as set forth in the GCIA's Advertisement For Bids, Bidding Requirements, Contract Documents and Specifications, which are incorporated in their entirety and made a part of this Contract and attached hereto as Exhibit "A". Contractor agrees that it has or will comply with, and where applicable shall continue throughout the period of this Contract to comply with, all of the requirements of the Bidding Requirements, Contract Documents and Specifications. 4. FURTHER OBLIGATIONS OF THE CONTRACTOR. During the performance of this contract, the contractor agrees as follows: The contractor or subcontractor, where applicable, will not discriminate against any employee or applicant for employment because of age, race, creed, color, national origin, ancestry, marital status, affectional or sexual orientation, gender identity or expression, disability, nationality or sex. Except with respect to affectional or sexual orientation and gender identity or expression, the contractor will ensure that equal employment opportunity is afforded to such applicants in recruitment and employment, and that employees are treated during employment, without regard to their age, race, creed, color, national origin, ancestry, marital status, affectional or sexual orientation, gender identity or expression, disability, nationality or sex. Such equal employment opportunity shall include, but not be limited to the following: employment, up-grading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the Public Agency Compliance Officer setting forth provisions of this nondiscrimination clause. The contractor or subcontractor, where applicable will, in all solicitations or advertisements for employees placed by or on behalf of the contractor, state that all qualified applicants will receive consideration for employment without regard to age, race, creed, color, national origin, ancestry, marital status, affectional or sexual orientation, gender identity or expression, disability, nationality or sex. The contractor or subcontractor will send to each labor union, with which it has a collective bargaining agreement, a notice, to be provided by the agency contracting officer, advising the labor union or workers' representative of the contractor's commitments under this act and shall post copies of the notice in conspicuous places available to employees and applicants for employment. The contractor or subcontractor, where applicable, agrees to comply with any regulations promulgated by the Treasurer, pursuant to N.J.S.A. 10:5-31 et seq., as amended and supplemented from time to time and the Americans with Disabilities Act. 2

11 When hiring or scheduling workers in each construction trade, the contractor or subcontractor agrees to make good faith efforts to employ minority and women workers in each construction trade consistent with the targeted employment goal prescribed by N.J.A. C. 17:27-7.2; provided, however, that the Division may, in its discretion, exempt a contractor or subcontractor from compliance with the good faith procedures prescribed by the following provisions, A, B and C, as long as the Division is satisfied that the contractor or subcontractor is employing workers provided by a union which provides evidence, in accordance with standards prescribed by the Division, that its percentage of active "card carrying" members who are minority and women workers is equal to or greater than the targeted employment goal established in accordance with N.J.A.C. 17: The contractor or subcontractor agrees that a good faith effort shall include compliance with the following procedures: (A) If the contractor or subcontractor has a referral agreement or arrangement with a union for a construction trade, the contractor or subcontractor shall, within three business days of the contract award, seek assurances from the union that it will cooperate with the contractor or subcontractor as it fulfills its affirmative action obligations under this contract and in accordance with the rules promulgated by the Treasurer pursuant to N.J.S.A. 10:5-31 et. seq., as supplemented and amended from time to time and the Americans with Disabilities Act. If the contractor or subcontractor is unable to obtain said assurances from the construction trade union at least five business days prior to the commencement of construction work, the contractor or subcontractor agrees to afford equal employment opportunities minority and women workers directly, consistent with this chapter. If the contractor's or subcontractor's prior experience with a construction trade union, regardless of whether the union has provided said assurances, indicates a significant possibility that the trade union will not refer sufficient minority and women workers consistent with affording equal employment opportunities as specified in this chapter, the contractor or subcontractor agrees to be prepared to provide such opportunities to minority and women workers directly, consistent with this chapter, by complying with the hiring or scheduling procedures prescribed under (B) below; and the contractor or subcontractor further agrees to take said action immediately if it determines that the union is not referring minority and women workers consistent with the equal employment opportunity goals set forth in this chapter. (B) If good faith efforts to meet targeted employment goals have not or cannot be met for each construction trade by adhering to the procedures of (A) above, or if the contractor does not have a referral agreement or arrangement with a union for a construction trade, the contractor or subcontractor agrees to take the following actions: (1) To notify the public agency compliance officer, the Division, and minority and women referral organizations listed by the Division pursuant to N.J.A.C. 17:27-5.3, of its workforce needs, and request referral of minority and women workers; (2) To notify any minority and women workers who have been listed with it as awaiting available vacancies; (3) Prior to commencement of work, to request that the local construction trade union refer minority and women workers to fill job openings, provided the contractor or subcontractor has a referral agreement or arrangement with a union for the construction trade; 3

12 (4) To leave standing requests for additional referral to minority and women workers with the local construction trade union, provided the contractor or subcontractor has a referral agreement or arrangement with a union for the construction trade, the State Training and Employment Service and other approved referral sources in the area; (5) If it is necessary to lay off some of the workers in a given trade on the construction site, layoffs shall be conducted in compliance with the equal employment opportunity and non-discrimination standards set forth in this regulation, as well as with applicable Federal and State court decisions; (6) To adhere to the following procedure when minority and women workers apply or are referred to the contractor or subcontractor: (i) The contactor or subcontractor shall interview the referred minority or women worker. (ii) If said individuals have never previously received any document or certification signifying a level of qualification lower than that required in order to perform the work of the construction trade, the contractor or subcontractor shall in good faith determine the qualifications of such individuals. The contractor or subcontractor shall hire or schedule those individuals who satisfy appropriate qualification standards in conformity with the equal employment opportunity and non-discrimination principles set forth in this chapter. However, a contractor or subcontractor shall determine that the individual at least possesses the requisite skills, and experience recognized by a union, apprentice program or a referral agency, provided the referral agency is acceptable to the Division. If necessary, the contractor or subcontractor shall hire or schedule minority and women workers who qualify as trainees pursuant to these rules. All of the requirements, however, are limited by the provisions of (C) below. (iii) The name of any interested women or minority individual shall be maintained on a waiting list, and shall be considered for employment as described in (i) above, whenever vacancies occur. At the request of the Division, the contractor or subcontractor shall provide evidence of its good faith efforts to employ women and minorities from the list to fill vacancies. (iv) If, for any reason, said contractor or subcontractor determines that a minority individual or a woman is not qualified or if the individual qualifies as an advanced trainee or apprentice, the contractor or subcontractor shall inform the individual in writing of the reasons for the determination, maintain a copy of the determination in its files, and send a copy to the public agency compliance officer and to the Division. (7) To keep a complete and accurate record of all requests made for the referral of workers in any trade covered by the contract, on forms made available by the Division and submitted promptly to the Division upon request. 4

13 (C) The contractor or subcontractor agrees that nothing contained in (B) above shall preclude the contractor or subcontractor from complying with the union hiring hall or apprenticeship policies in any applicable collective bargaining agreement or union hiring hall arrangement, and, where required by custom or agreement, it shall send journeymen and trainees to the union for referral, or to the apprenticeship program for admission, pursuant to such agreement or arrangement. However, where the practices of a union or apprenticeship program will result in the exclusion of minorities and women or the failure to refer minorities and women consistent with the targeted county employment goal, the contractor or subcontractor shall consider for employment persons referred pursuant to (B) above without regard to such agreement or arrangement; provided further, however, that the contractor or subcontractor shall not be required to employ women and minority advanced trainees and trainees in numbers which result in the employment of advanced trainees and trainees as a percentage of the total workforce for the construction trade, which percentage significantly exceeds the apprentice to journey worker ratio specified in the applicable collective bargaining agreement, or in the absence of a collective bargaining agreement, exceeds the ratio established by practice in the area for said construction trade. Also, the contractor or subcontractor agrees that, in implementing the procedures of (B) above, it shall, where applicable, employ minority and women workers residing within the geographical jurisdiction of the union. After notification of award, but prior to signing a construction contract, the contractor shall submit to the public agency compliance officer and the Division an initial project workforce report (Form AA 201) electronically provided to the public agency by the Division, through its website, for distribution to and completion by the contractor, in accordance with N.J.A.C. 17:27- The contractor also agrees to submit a copy of the Monthly Project Workforce Report once a month thereafter for the duration of this contract to the Division and to the public agency compliance officer. The contractor agrees to cooperate with the public agency in the payment of budgeted funds, as is necessary, for on-the-job and/or off-the-job programs for outreach and training of minorities and women. (D) The contractor and its subcontractors shall furnish such reports or other documents to the Division of Public Contracts Equal Employment Opportunity Compliance as may be requested by the Division from time to time in order to carry out the purposes of these regulations, and public agencies shall furnish such information as may be requested by the Division of Public Contracts Equal Employment Opportunity Compliance for conducting a compliance investigation pursuant to Subchapter 10 of the Administrative Code (NJAC 17:27). 5. COMPLIANCE WITH N.J.S.A. 19:44A-20.5 et seq. Contractor agrees and acknowledges that this Contract was awarded in compliance with N.J.S.A. 19:44-A-20.5 et seq., which law requires that all contracts for "Professional Services" be awarded pursuant to a fair and open process. Contractor further agrees and acknowledges that compliance with N.J.S.A. 19:44A-20.5 et seq. is material term and condition ofthis Contract and binding upon Contractor. 5

14 6. LICENSING. If the Contractor is required to maintain a license in order to perform the services which are the subject of this Contact, then, prior to the effective date of this Contract and as a condition precedent to its taking effect, Contractor shall provide to the GCIA a copy of all current license to operate in the State of New Jersey, which license(s) shall be in good standing and shall not be subject to any current action to revoke or suspend and shall remain so throughout the term of this Contract. Contractor shall at all times conduct him or herself in compliance with all applicable federal, state and local laws, rules and regulations and canons of professional ethics; and shall carry out their duties in accordance with the professional standard of care adhered to by firms performing services of a like or similar nature under like or similar circumstances. Contractor must comply with all requirements of New Jersey law and regulations applicable to the GCIA. Contractor shall notify the GCIA immediately should the Contractor, or such key personnel of the Contractor as determined in the sole and reasonable judgment of the GCIA: (i) become the subject of any disciplinary actions, sanctions or other actions as a result of investigative proceedings by a state or federal agency, accrediting body, or professional association; (ii) be indicted or otherwise involved in a state or federal criminal prosecution or names as a party in any litigation that relates in whole or in part to the Contractor's professional ethics; and/or (iii) have its license suspended, revoked or changed in status (or in the event of the initiation of any action to accomplish such suspension, revocation and/or change in status) of license or certification held by Contractor. 7. TERMINATION. This Contract may be terminated as follows: a. If Contractor is required to be licensed in order to perform the services which are the subject ofthis Contract, then this Contract may be terminated by GCIA in the event that the appropriate governmental entity with jurisdiction has instituted an action to have the Contractor's license suspended or in the event that such entity has revoked or suspended said license. Notice of termination pursuant to this subparagraph shall be effective immediately upon the giving of said notice. b. If, through any cause, the Contractor, where applicable, shall fail to fulfill in timely and proper manner its obligations under this Contract, or if the Contractor shall violate any of the covenants, agreements, or stipulations of this Contract, the GCIA shall thereupon have the right to terminate this Contract by giving written notice to the Contractor of such termination and specifying the effective date thereof. In such event, all finished or unfinished documents, data, studies, and reports prepared by the Contractor under this Contract, shall be forthwith delivered to the GCIA. c. Bankruptcy or insolvency of the Contractor; sale of the business of the Contractor, or death or permanent disability of the Contractor in the event the Contractor is an individual. 6

15 d. Should the GCIA default in the performance of this Contract or materially breach any of its provisions, which remain uncured after thirty (30) days after notice is given to the GCIA, the Contractor may terminate this Contract, subject to the terms of Article 12 hereof. e. Should the GCIA fail to pay Contractor all or any part of the compensation earned for services rendered within sixty (60) days after the date due, the Contractor's may at its option, terminate this Contract. f. The GCIA may terminate this Contract any time by a notice in writing from the GCIA to the Contractor. If the Contractor is terminated by the GCIA as provided herein, the Contractor will be paid for the Services rendered to the time of termination. g. Notwithstanding the above, the Contractor, where applicable, shall not be relieved of liability to the GCIA for damages sustained by the GCIA by virtue of any breach of the Contract by the Contractor, and the GCIA may withhold any payments to the Contractor for the purpose of set -off until such time as the exact amount of damages due to the GCIA from the Contractor is determined. h. Termination shall not operate to affect the validity of the indemnification provisions of this Contract. 8. NO ASSIGNMENT OR SUBCONTRACT. This Contract may not be assigned or subcontracted by the Contractor, except as otherwise agreed in writing by both parties. Any attempted assignment or subcontract without such written consent shall be void with respect to the GCIA, and no obligation on the GCIA's part to the assignee shall arise, unless the GCIA shall elect to accept and to consent to such assignment or subcontract. 9. INDEMNIFICATION. The Contractor, where applicable, shall be responsible for, shall keep, save and hold the GCIA harmless from, and shall indemnify the GCIA against any claim, loss, liability, expense (specifically including, but not limited to costs, counsel fees and/or expert fees), or damage resulting from all mental or physical injuries or disabilities, including death, to employees or recipients of the Contractor's services or to any other persons, or from any damage to any property sustained in connection with this Contract to the extent caused by any acts or omissions attributable to the negligence or malpractice of any of its officers, directors, employees, agents, servants or independent contractors, or from the Contractor's failure to perform pursuant to the terms of this Contract. The Contractor's liability under this agreement shall continue after the termination of this agreement with respect to any liability, loss, expense or damage resulting from acts occurring prior to termination. 10. INSURANCE. Contractor shall maintain general liability, automobile liability, business operations, and Workers' Compensation insurance in amounts set forth in the Standardized Submission Requirements and Selection Criteria with companies deemed reasonably satisfactory by the GCIA. Said policies shall be in compliance with any applicable requirements of the State ofnew Jersey and of the United States. 7

16 If Contractor is a member of a profession which is subject to suit for professional malpractice, then Contactor shall maintain and continue in full force and affect an insurance policy for professional liability I malpractice with a minimum limit of $1,000,000 per claim and in the aggregate. Contractor shall, simultaneously with the execution of this Contract, and as a condition precedent to its taking effect, provide to GCIA a copy of a certificate of insurance, verifying that said insurance is and will be in effect during the terms of this Contract. The GCIA shall review the certificate for sufficiency and compliance with this paragraph, and approval of said certificate and policy shall be necessary prior to this Contact taking effect. Contractor also hereby agrees to continue said policy in full force and effect for a period of two years following the termination of this Contract and shall provide the GCIA with copies of certificates of insurance as the certificates may be renewed during that period of time. 11. SET -OFF. Should Contractor either refuse or neglect to perform the service which Contractor is required to perform in accordance with the terms of this Contract, and if expense is incurred by the GCIA by reason of Contractor's failure to perform, then and in that event, such expense shall be deducted from any payment due to Contractor. Exercise of such set-off shall not operate to prevent the GCIA from pursuing any other remedy to which it may be entitled. 12. PREVENTION OF PERFORMANCE BY THE GCIA. In the event that the GCIA is prevented from performing this Contact by circumstances beyond its control, then any obligations (other than any to pay Contractor for services performed prior to any suspension of services for which the Contractor has not been paid) owing by the GCIA to the Contractor shall be suspended without liability for the period during which the GCIA is so prevented. 13. NON-WAIVER. The failure of either party hereto insist in any one or more instances upon strict compliance with the performance of this Contract or to take advantage of any respective rights hereunder shall not be construed to be a waiver of such provisions or the relinquishments of such rights in other instances, but the same shall continue and remain in full force and effect. 14. PARTIAL INVALIDITY. In the event that any provision of this Contract shall be or become invalid under any law or applicable regulation, such invalidity shall not affect the validity or enforceability of any other provision of this Contract. 15. NOTICES. Notices required by this Contract shall be effective upon mailing of notice by regular and certificate mail to the GCIA, Attn: George Strachan, Acting Executive Director, 109 Budd Boulevard, Woodbury, New Jersey 08096, or the Contractor at, or by personal service, or, if such notice cannot be delivered or personally served, then by any procedure for notice pursuant to the Rules of Court of the State of New Jersey. 16. COMPLIANCE WITH APPLICABLE LAW. Contractor shall at all times during the course of the effective period of this Contract comply with and be subject to all applicable laws, rules and regulations of the State ofnew Jersey and of the United States and or any other entity having jurisdiction pertaining to the performance of Contractor's services. 8

17 17. INDEPENDENT CONTRACTOR STATUS. It is the express intention and understanding of the parties that Contractor is an independent contractor and not an employee, agent, joint venture or partner of the GCIA. Nothing in this Contract shall be interpreted or construed as creating or establishing the relationship of employer and employee between GCIA and Contractor and/or any employee or agent of Contractor. 18. TAXES AND BENEFITS. Both parties acknowledge and agree that Contractor is not an employee of the GCIA for state or federal tax purposes, and that GCIA has no obligation to provide to Contractor or Contractor's agents and employees any benefits including, but not limited to Workers' Compensation, Social Security, Federal and State withholding taxes, group insurance, retirement benefits or other contributing benefits and sick leave or vacation pay, customarily provided by an employer with respect to an employee. 19. CONFLICT OF INTEREST. Contractor covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which would conflict in any manner or degree with the performance of services pursuant to this Contract. Contractor further covenants that, in the performance of this Contract, no person having any such interest shall be employed. 20. CONFIDENTIALITY. Contractor agrees not to divulge or release any information, reports, or recommendations developed or obtained in connection with the performance of this Contract, during the term of this Contract, except to authorize GCIA personnel or upon prior approval of the GCIA. 21. BINDING EFFECT. This Contract shall be binding on the undersigned and their successors and assigns. 22. CONTRACT PARTS. This Contract consists of this Contract document and the Proposal, which are referred to and incorporated herein. THIS CONTRACT is dated this day of, The parties of this contract agree to incorporate into this Agreement mandatory language of Section 5.3 of the Regulations promulgated by the Treasurer of the State of New Jersey pursuant to P.L. 1975, c.127, as amended and supplemented from time to time and Attorney agrees to comply fully with the terms, provisions and obligations of said Section

18 IN WITNESS WHEREOF, the GCIA has caused this instrument to be signed by its Chairman, Attested by its Secretary, and its corporate seal affixed hereunto, pursuant to a Resolution of the said party of the first passed fore that purpose, and Contractor has caused this instrument to be signed by its properly authorized representative and its corporate seal affixed the day and year first above written. GLOUCESTER COUNTY IMPROVEMENT AUTHORITY BY: CHARLES FENTRESS, Chairman ATTEST: PAUL W. LENKOWSKI, Secretary/Treasurer TO BE DETERMINED BY:, President ATTEST: 10