2-RFPDOC 6000001494.pdf

PERFORMANCE OF EXPERT PROFESSIONAL

ORIGIN AND DESTINATION SURVEY SERVICES AS REQUESTED

ON A "CALL-IN" BASIS DURING 2023-2028 FOR THE

PORT AUTHORITY TRANS-HUDSON CORPORATION

I. BACKGROUND

For background with respect to The Port Authority of New York and New Jersey (the Authority"), see www.panynj.gov. Additionally, the most recent electronic version of the Authority's Annual Report is available at http://corpinfo.panynj.gov/pages/annual-reports/.

The Port Authority Trans-Hudson Corporation (PATH) operates a heavy rail rapid transit system that serves as the primary transit link between Manhattan and New Jersey’s Hudson and Essex Counties. PATH has 13 stations and operates 24 hours a day, seven days a week.

PATH operates five lines on weekdays (Monday to Friday) and two lines on weekends.

For weekday service: one line operates 24 hours, three lines operate from approximate 6:00 AM to approximately 11:00 PM, and one line operates from approximately 11:00 PM to approximately 6:00 AM. For weekend service, two lines operate 24 hours on Saturday and Sunday.

PATH also oversees and manages the Journal Square Transportation Center Bus Station (JSTC BS), located in Journal Square, Jersey City, NJ. The JSTC BS is a major connector to local transit operators including PATH. Given the proximity of PATH stations and the JSTC BS to desirable destinations, PATH is also a driver of regional economic development and serves as a transfer link to and from other regional transit providers.

The PATH Passenger Origin-Destination (O-D) Survey is an important data source for the demographics and travel characteristics of PATH passengers by entry station, day-of-week, time-of-day, and station origin-destination pair. The data obtained from the survey provides important inputs required to satisfy PATH’s reporting obligations to the Federal Transit Administration (FTA) and the Federal Railroad Administration (FRA) and is also used by PATH as input to internal studies and analysis. PATH has conducted several Passenger O- D surveys in the past with the latest survey being completed in 2018. The proposed PATH Passenger O-D Survey will build on the successes of the previous surveys and will add controls to improve the quality of the survey results.

II. SCOPE OF WORK

The services of the Consultant(s) shall generally consist of providing expert professional origin and destination surveys to support PATH' s strategic planning, business decisions, market research, federal mandates and Title VI compliance, and project development efforts. Tasks shall include performing O-D surveys throughout the PATH system, data collection and analyses, and preparing draft and final reports as required to document services performed, and presentations as required to document findings, recommendations.

Tasks to be performed by the Consultant(s) may include but not be limited to:

1. Meet with PATH staff and others as required to assist with developing the project scope.

http://corpinfo.panynj.gov/pages/annual-reports/

2. Coordinate facility visits with PATH’ s Project Manager (PM) prior to the commencement of the service(s) required hereunder.

3. Obtain information required to satisfy PATH reporting obligations to the FTA.

4. Determine demographics of PATH passengers, including but not limited to home location, household income and size, race, ethnicity, and language.

5. Determine usage of fare media type and fare product

6. Determine travel characteristics of PATH passengers by entry station, day-of-week, time-of-day, and station origin-destination pair, for current (surveyed) trip, including but not limited to trip purpose; trip origin; trip destination; boarding, transfer (where applicable) and exiting PATH stations, access and egress modes to/from PATH stations and trip frequency.

7. Determine station entry for prior trip on PATH.

8. Compile and analyze collected data. All data will be made available to PATH in specified format as per each individual task order. Field work will be collected as directed by PATH.

9. Submit deliverables (reports and presentations) to PATH in Draft format for review and comment. Incorporate PATH comments, as required, and resubmit as Final.

It is generally assumed that the PATH Passenger O-D survey will be an intercept survey conducted at PATH stations using tablet-based survey instruments. The Consultant may, however, propose alternative methods for administration of the survey.

II. DESCRIPTION OF CONSULTANT’S TASKS

TASK A: REVIEW OF RELEVANT PATH DATA REPORTS

It is expected that the methodology and survey questionnaire to be used for the PATH Passenger O-D Survey would allow for the comparison of the findings from the 2018 Passenger O-D Survey. In this regard, the Consultant shall review the 2018 PATH Passenger O-D Survey reports and, where applicable, identify areas for improvements to the methodology and/or questionnaire used in those surveys. The Consultant shall also review other relevant PATH reports, data and relevant information, (e.g.: PATH Monthly Ridership Report of station entries; PATH Average Hourly Turnstile Count Summary Report; PATH service maps and schedules; etc.) to learn about PATH rail service, transfer stations; station usage and ridership.

The Consultant may request copies of the 2018 PATH Passenger O-D Survey Report and its appendix from PATH.

TASK A: Minimum Required Deliverables

Provide a Technical Memorandum describing the review of PATH data and previous survey questionnaire and report. The Technical Memorandum shall include but not be limited to a description of how the available PATH data would be used; and areas/issues identified from the previous survey report and questionnaire that would be potential candidates for improvements in the proposed 2023 surveys.

http://www.panynj.gov/path/statistics.html http://www.panynj.gov/path/statistics.html http://www.panynj.gov/path/maps-schedules.html

TASK B: Minimum Required Deliverables for Quality Assurance/Quality Control (QA/QC) Plan.

It shall be the Consultant’s responsibility to develop and implement quality control procedures to ensure data of a high quality is obtained from the study. The quality control procedures shall include not be limited to the conduct of the intercept surveys; supervision of field staff; methodology for tracking number of daily completes to ensure that the desired number is achieved in a timely manner; and data analysis.

TASK B: Minimum Required Deliverables

1. Provide a Technical Memorandum detailing the QA/QC Plan.

2. The Consultant shall also be required to provide interim updates on the implementation of the QA/QC plan and any issues affecting or which may affect data quality. These updates shall be included in each project meeting.

TASK C: SURVEY METHODOLOGY

The Consultant shall provide a detailed description of the survey methodology for each survey. This shall include but not be limited to the description of the sampling plan, how the sample size would be determined, and the media/method which would be used to administer the survey. The Consultant shall provide pros and cons for each selected survey method and comparison to other readily available methods, where applicable.

The sampling plan shall allow for the stratification of PATH customers by station of entry, day-of-week, time-of-day period, and station origin-destination pair. The population size shall be obtained from PATH observed passenger entry data and the time-of-day periods shall be as follows:

• weekdays AM peak period (7:00 AM-9:29 AM)

• weekdays midday period (9:30 AM-4:29 PM)

• weekdays PM peak period (4:30 PM-6:59 PM)

• weekdays other off-peak period (7:00 PM to 6:59 AM next day)

• Saturdays

• Sundays

The sample sizes should allow for 95% confidence that the stratified samples are representative of the travelling population at each entry station with a margin of error of +/-5%. The number of participants recruited for the surveys should be large enough to allow for non-response and incomplete responses.

TASK C: Minimum Required Deliverables

Provide a Technical Memorandum detailing the survey methodology and sampling plan.

TASK D: DEVELOP SURVEY INSTRUMENTS

The Consultant shall collaborate with PATH in preparation of the survey questions. The survey questionnaire and report from the 2018 PATH Passenger O-D Survey shall be used as a reference and jumping-off point for the preparation of the survey questions for the 2023 PATH Passenger O-D Survey. The Consultant, in collaboration with PATH staff, shall provide improvements to the questions from the previous surveys and include additional survey questions, where necessary, to satisfy the objectives of the study.

It is assumed that the PATH Passenger O-D survey would be an intercept survey conducted at PATH stations using tablet-based survey instruments. In this regard, the Consultant shall be responsible for the provision and security of all the tablets required for the study.

The Consultant’s responsibility shall include but not be limited to acquiring the tablets for use during the study; installation of all software applications necessary to conduct the survey, including any necessary programming and provisioning of the survey questionnaire in the prescribed five languages; distribution of the tablets to the survey staff; and security of the tablet. The Contractor shall obtain adequate insurance to cover any loss or damage to tablets, or any injury resulting from the use of the tablets, for the duration of the contract.

TASK D: Minimum Required Deliverables

1. Provide the survey questionnaires to be used for the 2023 PATH Passenger O-D Survey.

2. Demonstrate the use of the survey instruments on the tablets, in the prescribed five languages.

3. A technical memo detailing the development of the survey questionnaire.

TASK E: SURVEY ADMINISTRATION

Task E.1 Survey Implementation Plan:

The Consultant shall develop a plan for implementation of the surveys. The plan shall include how the surveys would be conducted and schedules for the pilot surveys and the main surveys. The plan shall also describe how the Consultant shall monitor the conduct of the survey including how the number of completes is monitored over time to ensure that the required sample sizes are satisfied by station, day-of-week, time-of-day and direction of travel. The Consultant shall conduct additional surveys, if necessary to meet the desired sample size, at no additional cost to PATH.

The Consultant shall request PATH permission to conduct a reconnaissance of PATH station platforms, fare areas and the JSTC-BT facilities. Requests shall be submitted in writing at least one week prior to the date of the Consultant’s planned activity at PATH facilities.

Task E.2 Written Permission and Security Clearance to Conduct Survey Activity:

The Consultant shall obtain written permission and security clearance from PATH to conduct any of the survey activities at PATH facilities. When requesting permission, the Consulting shall include the dates and full names of all survey personnel who will be interacting with PATH customers on PATH facilities. The Consultant shall also provide the phone number(s) of the person(s) supervising the onsite survey activities.

Task E.3 Recruitment and Training of Surveyors:

The contractor shall be responsible for the recruiting and training of the field staff who shall conduct the intercept survey. The contractor may request the use of PATH’s conference room facilities for conducting the training. The contractor shall coordinate with the PATH project manager to agree on a suitable date(s) and time(s) for accommodation of the training session(s).

Task E.4 Pilot Survey:

Prior to the main survey, the Consultant shall conduct a pilot survey to test the survey instruments and the survey procedures. The pilot tests shall be conducted in each of the survey languages. The Consultant shall, in collaboration with PATH, review the results of the pilot surveys and make any necessary adjustments to the survey instruments and survey procedures before the main survey is conducted.

Task E.5 Main Surveys:

The Consultant shall collect the survey data using the approved methods proposed in Task

3. The Consultant shall closely monitor the progress of the survey to ensure that the number of complete surveys satisfy the desired sample size and sample stratifications and are representative of in-bound and out-bound O-D trip pairs.

TASK E: Minimum Required Deliverables

1. Provide separate Technical Memoranda detailing the following:

o The survey implementation plan for both the pilot survey and the main survey.

o Training plan for survey field staff.

o Implementation and findings from the pilot surveys.

o Implementation of the main surveys, including any data collection issues.

o Provide datasets containing the data collected from the pilot survey.

o Provide weekly updates on the progress of the survey and the number of completes broken down by entry station, day-of-week, time-of-day, and O-D pair, with comparisons to the desired sample size. The weekly updates shall also include any identified or expected concerns that may impact the quality or quantity of the survey data collection and the steps that will be taken to address those issues.

TASK F: DATA TABULATION AND ANALYSIS METHODOLOGY

The Consultant shall describe how the survey data shall be tabulated, cleaned, weighted, and analyzed. The methodology shall describe how data quality and data integrity shall be maintained throughout the project from data collection to final analysis. The Consultant shall also provide dummy tabulations specifying table titles, field names and key performance variables that would be tabulated.

TASK F: Minimum Required Deliverables

Provide a Technical Memorandum detailing the data tabulation and analysis methodology for each survey.

TASK G: DATA PROCESSING

The Consultant shall collect, process, and analyze the data. The Consultant shall deliver both the raw unprocessed data and the final processed data.

TASK G: Minimum Required Deliverables

1. Provide the raw unprocessed dataset from the pilot survey and the main survey.

2. Provide the final processed dataset from the main survey.

3. Provide data dictionary, and code book where applicable, for all data sets.

4. Provide any computer programming scripts, (e.g. SPSS scripts, Python script, etc.) used for data processing and analysis.

TASK H: REPORTING

Task H.1 Draft Final Report and Presentation The Consultant shall produce a Draft Final Report for review by PATH staff. The consultant shall also make a PowerPoint presentation of the key findings from the survey.

The Draft Final Report shall contain an Executive Summary, and all necessary tables, charts, appendices, and sections describing all aspects of the survey (including but not limited to survey methodology, questionnaire design, sampling, survey implementation and administration, data tabulation (weighted and unweighted), data weighting and data analysis) to allow the reader to clearly understand and interpret the contents of the report and the findings of the survey. The Consultant shall review the 2018 PATH O-D Survey Report and Appendix to be familiar of the depth of analysis and information that is expected for the reporting of the survey findings.

The Draft final report shall also include information in the following areas:

1. 2023 PATH Passenger O-D Survey:

o PATH customer demographics o PATH travel characteristics including: trip purpose; trip frequency; day-of-week, time-of-day of travel; origin and destination stations; access and egress modes;

payment type usage; origins and destinations; entry, exit stations and transfer stations; home location; entry station of prior trip on PATH.

o Lessons learnt that could be of benefit during the next PATH Passenger O-D survey.

Task H.2 Final Report

The Consultant shall respond to comments made by PATH staff during the review of the Draft Final Report and produce a Final Report containing any necessary changes resulting from the comments from PATH staff.

TASK H Minimum Required Deliverables

1. For each progress meeting, provide a Progress Report detailing the project status.

2. Provide the Draft Final Report, Presentation and the associated PowerPoint presentation file, (within four weeks of completion of survey interviews).

3. Provide the Final Report, (within two weeks of receipt of PATH staff comments on the

Draft Final Report).

TASK I: PROGRESS MEETINGS AND PRESENTATION

The consultant shall organize and manage bi-weekly meetings with PATH staff to discuss project progress. Progress report technical memoranda shall describe the current status of the project compared to the approved project schedule. Progress report technical memoranda shall also include details about the work completed to date, work currently in progress, and issues or challenges, if applicable.

TASK I: Minimum Required Deliverables

1. For each progress meeting, provide a Progress Report detailing the project status.

2. Provide an updated progress schedule.

III. Additional Requirements File Formats – Files shall be delivered in any of the following formats:

a. Data files:

o Microsoft Excel file formats: .xlsx; .xlsb o Comma Separated Value file format: .csv o SPSS file formats: .sav; .zsav

b. Report, technical memorandum and other text-based documents:

o Microsoft Word: docx o PDF Document format: .PDF

c. Presentation files:

o Microsoft PowerPoint: .pptx; .pptm

d. Computer Programming Scripts:

o Plain text files, with appropriate file extension.

o Jupyter Notebook files

IV. Use of Materials

All reports, studies, data, analyses, etc. provided and produced in support of this project shall be the property of the Port Authority of New York and New Jersey and are not to be reproduced or utilized in any way for any purposes without the prior written consent of the Port Authority.

V. Project Management and Schedule:

Work on the project shall commence immediately upon receipt of PATH’s approval of the Consultant’s proposal. The Consultant shall create and maintain a Project Schedule showing planned and actual start and end dates and milestone dates for each task, each sub-task and each deliverable.

The consultant shall provide the contact details for their Project Manager. The Consultant’s Project Manager shall work with PATH’s Project Manager to facilitate the smooth and timely completion of all tasks. The consultant shall inform PATH within 24 hours of any staffing changes in the person identified as their Project Manager or any person in a key position that would impact the organization and/or delivery of the approved scope of services.

The Consultant shall obtain written permission and security clearance from PATH to conduct any of the survey activities at PATH facilities. When requesting permission, the Consulting shall include the dates and full names of all survey personnel who will be interacting with PATH customers on PATH facilities. The Consultant shall also provide the phone number of the person supervising the onsite survey activities.

All survey work must be completed by the end of May 2023.

VI. Quality Assurance/Quality Control:

As part of the proposal preparation effort, the Consultant shall prepare and submit a Quality Assurance and Control (QA/QC) Plan. This plan will include: (1) general (firm wide)

QA/QC policies and procedures; (2) a project-specific plan. Similar documents are required for each sub-Consultant that will be engaged in the study. The project-specific QA/QC plan will spell out how the Consultant will communicate with any sub-consultants and how their plans will be coordinated. At a minimum, the prime and sub-consultant QA/QC Plans shall include the following:

• A schedule of meetings to be conducted, both internally (including with any sub-consultants) and with PATH.

• A schedule of field inspections and supervision to be provided.

• A detailed description of any training that will be provided to the survey field staff.

PATH can assist the Consultant with accommodating the training at PATH’s JSTC facility.

• Details of how field supervisors will coordinate and communicate with field survey staff.

• The process for daily monitoring of the number of completed surveys by entry station, day-of-week , time-of-day, and station O-D pair to ensure that the desired sample sizes are obtained.

• The process for preventing, identifying and addressing any quality lapses or deficiencies at any stage in the project, such as to minimize the compromising of data and to prevent recurrence.

The Port Authority/PATH shall monitor the implementation of the Consultant(s) and sub-consultants’ QA/QC Plans and the consultant shall be required to provide documentation during the project that demonstrates that the QA/QC procedures are being followed.

VII. Task Order Request Minority Participation Clause:

MBE/WBE participation goals may be subject to change during the duration of this program and any options or extensions thereof. Any new participation goals determined by the Authority shall be applicable to and considered a part of the Agreements under this program. The current participation goals will be posted on the Authority’s website at https://www.panynj.gov/business-opportunities/become-vendor.html as PA Form 4250, “MBE/WBE Participation-Professional Services Call-In”. Consultants must consult PA 4250 prior to proposing on any task orders issued under this program.

VIII. Conditions and Precautions

1. General

The Consultant shall immediately inform PATH of any unsafe condition discovered at any time during the course of this work.

All traffic on any PATH site shall always have priority over any and all of the Consultant's operations.

2. Work Areas

The Consultant shall limit its work to the areas necessary for the performance of such work and shall not interfere with the operation of any facility without first obtaining specific approval from PATH.

https://www.panynj.gov/business-opportunities/become-vendor.html

The Consultant shall not permit any objects or pieces of equipment to lie unattended on platforms, sidewalks, roadways, or structures at any time.

3. Work Hours

The Consultant shall coordinate the work at the site(s) with PATH' s Project Manager.

Analytical and professional work shall be performed at PATH facilities between the hours of 8:00 A.M. and 4:30 P.M., Monday through Friday, unless otherwise directed by PATH.

The Consultant shall cease work upon request from PATH' s Project Manager (or designee) and reschedule work, as needed, due to an event affecting PATH riders.

In any case, no work shall be performed at PATH Facilities on a legal holiday of either the State of New York or the State of New Jersey, unless approved by PATH.

ATTACHMENT B

PERFORMANCE OF EXPERT PROFESSIONAL PATH ORIGIN AND DESTINATION

SURVEY SERVICES AS REQUESTED ON A “CALL-IN” BASIS DURING 2023-2028

(RFP# 6000001494)

AGREEMENT ON TERMS OF DISCUSSION

The Port Authority’s receipt or discussion of any information (including information contained in any proposal, vendor qualification(s), ideas, models, drawings, or other material communicated or exhibited by us or on our behalf) shall not impose any obligations whatsoever on the Port Authority or 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 Agreement on Terms of Discussion (“Agreement”), either orally or in writing, is not given in confidence. Such information 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 this Agreement, shall be void and of no effect. This Agreement is not intended, however, to grant to the Port Authority rights to any matter, which is the subject of valid existing or potential letters patent.

Any information (including information contained in any proposal, vendor qualification(s), ideas, models, drawings, or other material communicated or exhibited by us or on our behalf) provided in connection with this procurement is subject to the provisions of the Port Authority Public Records Access Policy adopted by the Port Authority’s Board of Commissioners, which may be found on the Port Authority website at: http://corpinfo.panynj.gov/documents/Access-to-Port- Authority-Public-Records/. The foregoing applies to any information, whether or not given at the invitation of the Authority.

(Company)

(Signature)

(Title)

(Date)

ORIGINAL AND PHOTOCOPIES OF THIS PAGE ONLY.

DO NOT RETYPE.

http://corpinfo.panynj.gov/documents/Access-to-Port-Authority-Public-Records/ http://corpinfo.panynj.gov/documents/Access-to-Port-Authority-Public-Records/

ATTACHMENT C

COMPANY PROFILE

REQUEST FOR PROPOSALS FOR PERFORMANCE OF EXPERT PROFESSIONAL

PATH ORIGIN AND DESTINATION SURVEY SERVICES AS REQUESTED ON A

“CALL-IN” BASIS DURING 2023-2028 (RFP# 6000001494)

1. Company Legal Name as shall appear in the Agreement (print or type):

2. Business Mailing Address:

3. Business Telephone Number: __________________________________________________

4. Firm website: _______________________________________________________________

5. Federal Employer Identification Number (EIN): ___________________________________

6. Date (MM/DD/YYYY) Firm was Established: _____/_____/______

7. Name, Address and EIN of Affiliates or Subsidiaries (use a separate sheet if necessary):

8. Officer or Principal of Firm, Title, and email address:

9. Name, telephone number, and email address of contact for questions:

10. Is your firm a registered vendor with the Port Authority? Yes No

If yes, please provide your Vendor ID number: ________________

11. If applicable, indicate whether your firm is certified by the Authority in any of the below categories. Please also attach a copy of your Authority certification as a part of this profile.

Minority Business Enterprise (MBE)

Women-owned Business Enterprise (WBE)

Small Business Enterprise (SBE)

Disadvantaged Business Enterprise (DBE)

Service-disabled Veteran-owned Business Enterprise (SDVOB)

If your firm is an MBE/WBE/SBE/DBE/SVOB not currently certified by the Authority , see the Authority’s website – https://www.panynj.gov/port-authority/en/business-opportunities/supplier-diversity/certification.html, to receive information and apply for certification.

Note: Company Legal Name shall be identical to the firm’s name in the EIN. Failure to comply with this requirement may lead to delays in contract awards and contract payments.

https://www.panynj.gov/port-authority/en/business-opportunities/supplier-diversity/certification.html https://www.panynj.gov/port-authority/en/business-opportunities/supplier-diversity/certification.html

Lillian D. Valenti Chief Procurement Officer

4 World Trade Center l 150 Greenwich Street, 21st floor l New York, NY 10007

P.A. AGREEMENT # ***-**-***

DATE

FIRM

ADDRESS

CITY, ST ZIP

Attention: CONTACT, TITLE

SUBJECT: PERFORMANCE OF EXPERT PROFESSIONAL **** SERVICES AS

REQUESTED ON A "CALL-IN" BASIS DURING 20** THROUGH 20**

Dear Mr./Ms. CONTACT:

1. The Port Authority of New York and New Jersey (the "Authority" or "Port Authority") hereby offers to retain FIRM NAME (the “Consultant" or "you") to provide expert professional services as more fully set forth in Attachment A, which is attached hereto and made a part hereof, on a "call-in" basis during 20** through 20**.

The Authority does not guarantee the ordering of any services under this Agreement and specifically reserves the right, in its sole discretion, to use any person or firm to perform the type of services required hereunder.

This Agreement shall be signed by you and by the Authority’s Chief Procurement Officer. As used herein, “the Director” shall mean the ******* of the Authority, or their duly authorized representatives.

For the purpose of administering this Agreement, the Director has designated DAR NAME, TITLE, to act as their duly authorized representative. The Project Manager for this project is NAME, tel. (***) ***-****, or e-mail address: ****@panynj.gov.

2. Time is of the essence. Your services shall be performed as expeditiously as possible and at the time or times required by the Director.

3. 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. You shall begin performing services under this Agreement upon your receipt of the Director’s written (1) approval of such cost and (2) direction to proceed. At the point at which your expenditures for such services reach such approved estimated cost, you shall not continue to render any such services. Preparation of cost estimates and staffing analysis mentioned in this paragraph and in Paragraph 6 shall not be a compensable service hereunder.

4. In order to effectuate the policy of the Authority, the services provided by the Consultant shall comply with all provisions of federal, state, municipal, local and departmental laws, ordinances, rules, regulations, and orders which would affect or control said services as if the services were being performed for a private corporation, unless the Authority standard is more stringent, in which case the Authority standard shall be followed, or unless the Consultant shall receive a written mailto:****@panynj.gov

<FIRM NAME>

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notification to the contrary signed by the Director personally, in which case the requirements of said notification shall apply.

5. The Consultant shall meet and consult with Authority staff as requested by the Director in connection with any service to be performed herein. All items to be submitted or prepared by the Consultant hereunder shall be subject to the review of the Director. The Director may disapprove if, in his/her sole opinion said items are not in accordance with the requirements of this Agreement, accepted professional standards, or are impractical, uneconomical or unsuited in any way for the purpose for which the contemplated construction or services is intended. If any of the said items or any portion thereof are so disapproved, the Consultant shall forthwith revise them until they meet the approval of the Director, but the Consultant will not be compensated under any provision of this Agreement for performance of such revisions. No approval or disapproval or omission to approve or disapprove, however, shall relieve the Consultant of its responsibility under this Agreement to furnish the requested services in accordance with an agreed upon schedule, and in accordance with professional standards.

6. 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 combined total of each of the approved estimated costs, 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.

7. 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, D, and E below, subject to the limits on compensation and provisions set forth in Paragraphs 3 and 6 above. Subject to the terms and conditions below, travel time is not reimbursable under subparagraphs A, B, and C hereunder.

A. For work performed at the Consultant’s offices, the Consultant will be compensated at an amount equal to *.** times the actual salaries paid by you to professional and technical personnel (but not partners or principals) for time actually spent by them in the performance of services hereunder; for work performed at Authority office(s), as mutually agreed upon, the Consultant will be compensated at an amount equal to *.** times the actual salaries paid by you to professional and technical personnel (but not partners or principals) for time actually spent by them in the performance of services hereunder, plus an amount equal to the number of hours actually spent by partners and principals in the performance of services hereunder times the billing rate (no multiplier applied) described below but in each case excluding premium payments for overtime work or night work or for performing hazardous duty. Attached hereto is a schedule of actual salaries and titles of technical staff or other permanent professional and technical personnel employed by you, as well as rates customarily billed for partners and principals on projects such as this. Said staffing analysis shall clearly indicate any of your employees, proposed by you to perform the requested services that are former Authority employees. For compensation purposes under this Agreement, no said salary or amount shall exceed the salary or amount received by said personnel or rate customarily billed for a partner or principal as of the effective date of this

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Agreement unless the Director has been notified in advance, in writing, of the increased salary, rate or amount and approves the increase.

At the Authority’s discretion, in lieu of the compensation terms set forth in Section 7.A. above, Task Orders may be issued whereby lump sum compensation is required. Those lump sum Task Order requests will include terms and conditions with respect to compensation, and you shall be required to submit a staffing analysis. For Task Order requests issued whereby the terms and conditions as stated in Section 7.A. above apply, the attached approved salary schedule, or any previously Authority-approved salary increase shall prevail.

The Consultant shall verify that its employees, subconsultants, or subcontractors working under this Agreement are legally present and authorized to work in the United States, as per the federally required I-9 Program. Furthermore, upon request of the Authority, the Consultant shall furnish, or provide the Authority access to federal Form I-9 (Employment Eligibility Verification) for each individual hired by the Consultant, performing services hereunder. This includes citizens and noncitizens.

The Authority reserves the right to interview and approve any and all personnel, amounts, billing rates and salaries of said personnel performing services under this Agreement. Any costs incurred by the Consultant pertaining to interviews of prospective personnel, if any, are not billable to the Authority. When requesting salary or billing rate adjustments for one or more of its personnel, the Consultant shall submit his/her name, title, current direct hourly rate or billing rate, proposed new direct hourly salary or billing rate, resulting percentage increase, effective date and reason for the requested change, setting forth in detail any increased cost to the Consultant of providing the services under this Agreement which has given rise to the request for increased salary. For adjustments submitted after the effective date of this Agreement, the Authority will grant an increase only if the Consultant demonstrates compliance with all of the following conditions: that increases in salary, or partner's or principal's billing rate or amount, are a) in accordance with the program of periodic merit and cost of living increases normally administered by it, b) warranted by increased costs of providing services under this Agreement, c) based upon increases in salaries and billing rates which are generally applicable to all of Consultant’s clients and d) in accordance with the Authority’s salary rate increase policy for the current year for Authority employees possessing comparable skills and experience. If, during any calendar year, Authority limits are not available to the Consultant in a timely fashion, increases falling within such limits may be approved retroactively, as appropriate. The amount of increase in salary or billing rate, if any, to be applicable under this Agreement will in all cases be finally determined by the Director or their designee, in their sole and absolute discretion.

Notwithstanding the above, the multipliers set forth in this subparagraph shall be applied only in the case of personnel other than partners or principals who are permanent employees.

B. The Consultant will be compensated at an amount equal to the premium payments for overtime work or night work or for performing hazardous duty, actually paid to professional and technical employees, but not partners or principals, for time actually spent by them in the performance of services hereunder when such overtime or other premium payments have been demonstrated to be in accordance with the Consultant's normal business practice will be reimbursed by the Authority when they have been authorized in advance by the Director in writing.

The Project Manager for the Authority shall have the right to authorize and approve premium payments up to a total amount of one thousand dollars ($1,000) per occasion. Payments above said

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total amount shall be subject to the prior written authorization of the Director. Such premium payments to supervisory employees, who do not receive such payments in the Consultant's normal business practice will not be given under this Agreement.

C. The Consultant will be compensated at 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 their services, as part of any request for approval of the subconsultant.

D. The Consultant will be compensated at 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 long distance telephone calls, rentals of equipment, travel and local transportation and meals and lodging on overnight trips.

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 under 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.

The Authority will not pay for 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, or expendable office supplies. Unless otherwise indicated, required insurance is not a reimbursable expense.

When the Consultant uses its personal vehicle to provide services within the Port District, the Consultant will be reimbursed for travel expenses beyond normal commuting costs at a rate not higher than the Annual Federal Mileage Reimbursement Rate (as determined by the United States General Services Administration (GSA) – http://www.gsa.gov/portal/content/100715 per mile traveled by auto.

When the Consultant is asked to provide services outside the Port District, the actual cost of transportation as well as the cost for hotel accommodations and meals will be reimbursable hereunder when approved in advanced in writing by the Director. The cost for all meals and lodging on approved overnight trips is limited to the amounts established by the United States GSA for that locality.

GSA Domestic Rates: http://www.gsa.gov/portal/category/21287

You shall obtain the Director’s written approval prior to making expenditures for out-of-pocket expenses in excess of one thousand dollars ($1,000) per specific expenditure and for all overnight http://www.gsa.gov/portal/content/100715 http://www.gsa.gov/portal/category/21287

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trips, which are reimbursable expenditures as set forth above. You shall substantiate all billings for out-of-pocket expenses in excess of twenty-five dollars ($25) with receipted bills and shall provide said receipts with the appropriate billing.

E. As used herein:

"Port District" is a geographical area of about 1,500 square miles in the States of New York and New Jersey, centering about New York Harbor. The Port District includes the Cities of New York and Yonkers in New York State, the cities of Newark, Jersey City, Bayonne, Hoboken and Elizabeth in the State of New Jersey and over 200 other municipalities, including all or part of seventeen counties, in the two States.

"Salaries paid to employees" or words of similar import means salaries and amounts actually paid (excluding payments or factors for holidays, vacations, sick time, bonuses, profit participations and other similar payments) to professional and technical employees of the Consultant for time actually spent directly in the performance of technical services hereunder and recorded on daily time records which have been approved by the employee's immediate supervisor, excluding the time of any employee of the Consultant to the extent that the time of such employee of the Consultant is devoted to typing/word processing, stenographic, clerical or administrative functions. Such functions shall be deemed to be included in the multipliers referred to in Subparagraph A above.

8. 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 provision of this Agreement, failure to do so shall constitute a conclusive waiver of any right to compensation for such services or expenses as are otherwise compensable hereunder. The Authority will have the right to audit all such records.

The Authority will 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 three years after completion of services to be performed under this Agreement.

9. On or about the fifteenth (15th) day of each month, you shall render a bill for services performed and reimbursable out-of-pocket expenses incurred in the prior month, accompanied by such records and receipts as required, to the Project Manager. Each invoice shall bear your taxpayer number and the purchase order number provided by the Director. Upon receipt of the foregoing, the Director will estimate and certify to the Authority the approximate amount of compensation earned by you up to that time. As an aid to you, the Authority will, within thirty (30) days after receipt of such certification by the Director advance to you by check the sum certified minus all prior payments to you for your account.

10. The Authority may at any time for cause terminate this Agreement as to any services not yet rendered, and may terminate this Agreement in whole or in part 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 written notice, which may be electronic,

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with required acknowledgment of receipt by the receiving party. Should this Agreement be terminated in whole or in part 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 will pay you as the full compensation to which you shall be entitled in connection with this Agreement the amounts computed as above set forth for services completed to the satisfaction of the Director through the date of termination, minus all prior payments to you.

11. Under no circumstances shall you or your subconsultants communicate in any way with any consultant, 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.

12. Any services performed for the benefit of the Authority at any time by you or on your behalf, even services 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.

13. 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.

14. Original contract drawings, originals of technical specifications, estimates, reports, records, data, charts, documents, renderings, computations, computer tapes or disks, 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 will have the right to use or permit the use of them and of any ideas or methods represented by them for any purpose and at any time without compensation other 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 to this Agreement or not. This Agreement shall not be construed, however, to require the Consultant to obtain for the Consultant and the Authority the right to use any idea, design, method, material, equipment or other matter which is the subject of a valid patent, unless owned by the Consultant, or subconsultant, or an employee of either.

Whether or not your Proposal is accepted by the Authority, 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 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

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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.

15. 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, its officers, agents, employees, or subconsultants, the Authority will 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.

16.