checklist for bid submission - ecuanj.com · 5245623.2 yes affirmative action fact sheet (form...

5245623.2

CHECKLIST FOR BID SUBMISSION

Failure to submit any of the forms or information below will cause MANDATORY

REJECTION of the bid proposal.

REQUIRED

BY

AUTHORITY

REQUIRED ITEM READ, SIGNED AND

SUBMITTED (WHERE

APPLICABLE)

INITIAL BELOW

YES Bidder Information/Cover Letter Form (Form

A-1)

YES Bid Security or Bid Bond (Form A-2 or A-3)

YES Consent of Surety (for Performance Bond) or

Consent of Bank (for Performance Letter of

Credit) (Form A-10 or A-12) or Performance

Guaranty duly executed by the Public Taxing

Authority and opinion of counsel to the

Public Taxing Authority (Section 4.1.1.3)

YES Ownership Disclosure Statement (Form A-4)

YES Non-Collusion Affidavit (Form A-5)

YES Consent to Investigation (Form A-6)

YES Statement of Financial Qualifications (Form

A-9)

YES Acknowledgement Receipt of Addenda

(Form A-18)

YES Cost Proposal (Form B-1)

YES Statement of Relevant Experience (Form

A-7)

YES Equipment and Facility Certification (Form

A-8)

YES Opinion of Bidder’s Counsel Regarding

Enforceability of the Services Agreement

(Form A-16)

YES List of Equipment (Form A-19)

YES Certification of Owner of Equipment Not

Owned or Controlled by Bidder (Form A-20)

5245623.2

YES Affirmative Action Fact Sheet (Form A-21)

YES Landfill Questionnaire (Form A-22) (if

necessary)

YES Transfer Station Questionnaire (Form A-23)

(if necessary)

YES Proposed Subcontractors (Form A-26)

YES Affidavit of Non-Debarred Status (Form A-

27)

YES Certification as to Status of Permits Required

Under Contract (Form A-28)

YES Certification as to the American with

Disabilities Act (Form A-29)

YES Certification of Non-Involvement in

Prohibited Activities in Iran (Form A-30)

YES Technical Bid (See Section 5.3.7)

YES Financial Statements of the Bidder (Section

4.2)

YES Executed Combined Services Agreement

(Appendix C)

YES Copy of corporate resolution authorizing

execution of the Service Agreement and the

submission of the Bid, if Bidder is

corporation, or of partnership, or joint

venture or similar entity's approval to

authorize execution of the Service Agreement

and submission of the Bid, as appropriate.

Acknowledged by: _______________________________________________________

(Name of Bidder)

By: ____________________________________________________________________

(Signature of Authorized Representative)

Name: __________________________________ Title:___________________

(Print Name)

Bid Specifications 1 5245558.2

BID SPECIFICATIONS FOR THE PROVISION OF TRANSFER, TRANSPORTATION AND

DISPOSAL SERVICES FOR ALL TYPE 13, 23 AND 27 SOLID WASTE GENERATED IN

ESSEX COUNTY

ISSUE DATE: September 24, 2015

DUE DATE: October 15, 2015

Issued by;

THE ESSEX COUNTY UTILITIES AUTHORITY

Leroy F. Smith Jr. Public Safety Building 60 Nelson Place, 6th Floor

Newark, NJ 07102


GLOSSARY OF TERMS

Words and terms that are used as defined terms herein but which are not otherwise defined in these Bid Specifications shall (unless the context clearly requires otherwise have the meanings that are assigned to such terms in the Combined Services Agreement which is set forth in Appendix C to these Bid Specifications. In addition, the following definitions shall apply to and are used in these Bid Specifications:

Acceptable Waste means the non-recycled portion of Solid Waste generated within Essex County that constitutes I.D. Type 13 - Bulky Waste, I.D. Type 23-Vegetative Waste (non-processible portion) and I.D. Type 27A - Dry Industrial Waste (non-hazardous industrial waste), in each case as defined by N.J.A.C. 7:26-2.13.

In no event shall Acceptable Waste include the following waste types, (1) I.D. Type 10 - Municipal Waste, (2) I.D. Type 12 - Dry Sewage Sludge, (3) I.D. Type 27A - Dry Industrial Waste (containing asbestos and asbestos containing materials), (4) I.D. Type 72 - Bulk liquids and semi-liquids, (5) I.D. Type 73 - Septage Tank Cleanout Waste, (6) I.D. Type 74 - Liquid Sewage Sludge, in each of (1) to (6), inclusive, as defined by N.J.A.C. 7:26-2.13, (7) any Hazardous Waste, and (8) any prohibited waste types under Applicable Laws, or (9) infectious and pathological hospital wastes.

Recyclable materials consisting of fully source separated recyclable materials or recyclable materials remaining after separation through transfer station recycling activities shall not constitute Acceptable Waste, provided that such materials are designated as recyclable pursuant to NJDEP regulations and/or the Essex County Solid Waste Management Plan.

Applicable Laws means any permits, licenses or approvals, and any statute, law, constitution, charter, ordinance, resolution, judgment, order, decree, rule, regulation, directive, standard or similarly binding authority, which shall be enacted, adopted, promulgated, issued or enforced by a Governmental Body relating to the Contractor, the ECUA or the Facilities.

Authority or ECUA means The Essex County Utilities Authority, the implementing agency for the Essex County Solid Waste Management District.

Bid means a Bidder's submission to the Authority in response to these Bid Specifications with respect to the provision of the Combined Services as described in the Bid Specifications, including all technical, legal, financial information, all General Bid Transmittal Forms (Appendix A), all Cost and Other Bid Forms (Appendix B), the executed Combined Services Agreement (Appendix C), and any and all information required to be submitted in accordance herewith.

Bid Specifications means these bid specifications for the provision of Combined Services and includes all of the Bid Documents described in Section 1.1.4 hereof,


which Bid Specifications may be amended or modified from time to time in accordance with the Local Public Contracts Law prior to the date established for the submission of Bids.

Bidder means any firm or firms or public body that submit(s) a Bid in response to these Bid Specifications.

Board means the Essex County Board of Chosen Freeholders.

Combined Services means the services to be provided by the Successful Bidder pursuant to the Combined Services Agreement and these Bid Specifications, including, without limitation, the receiving, weighing, processing, and materials recovery at the option of the Successful Bidder, and loading of Acceptable Waste onto transfer vehicles for transportation to and disposal at the Disposal Facility(ies), as provided in the Combined Services Agreement.

Combined Services Agreement means the “Agreement to Provide Solid Waste Transfer, Transportation and Disposal Services For Acceptable Waste,” to be executed by the Successful Bidder and the ECUA setting forth the terms and conditions relating to the provision of Combined Services, in the form set forth in Appendix C which is attached hereto and which by this reference is made a part hereof as if set forth in full herein.

Commencement Date means the date that the Contract shall commence provision of the Combined Services. Unless otherwise notified in writing by the ECUA, the Commencement Date is expected to occur on or about January 1, 2016.

Contract Documents means the Combined Services Agreement and all supplementary documents that are required to be included or submitted as part of the Bid pursuant to the provisions of these Bid Specifications.

County means the County of Essex, New Jersey.

Contractor means the Successful Bidder or its successors and assigns, that is selected by the ECUA to execute the Combined Services Agreement and who will provide the Combined Services in accordance with the terms thereof.

DEP, NJDEP or the Department means the New Jersey Department of Environmental Protection, or any successor agency.

Disposal Facility(ies) means the sanitary landfill utilized by the Contractor for the disposal of Acceptable Waste.


Distance Evaluation Factor means the amount to be added to the per Ton Unit Price bid, for evaluation purposes only, where a Bidder’s Facility(ies) is located in excess of fifteen (15) road miles from the Essex County Resource Recovery Facility. The Distance Evaluation Factor shall be calculated as set forth in Section 1.1.2 and Section 6 of the Bid Specifications. Road miles shall be measured over the routes approved by the applicable Facility(ies) permits and, if applicable, Essex County solid Waste Management solid waste truck routes.

ECRRF means the Essex County Resource Recovery Facility located in Newark, New Jersey.

Event of Default means the non-performance of the Contract under the terms of the Combined Services Agreement, as more particularly described in the Combined Services Agreement.

Facility(ies) means the Transfer Station and Disposal Facility(ies) provided under and in accordance with the Combined Services Agreement.

Governmental Body means, as appropriate, any one or several of, any Court of competent jurisdiction, the Untied States of America, the State of New Jersey and/or any state in which the Facilities are located or which validly exerts appropriate jurisdiction over the Contract or its activities relating to the Facilities or any agency, authority, regulatory authority to regulate the Authority, the Contractor, disposal of Acceptable Waste, the Transfer Station, or the Disposal Facility(ies).

Guarantor means either a joint venture partner, or other similar entity, who assumes joint and several liability for the Bidder, or other entity serving as Guarantor and which in each case guarantees performance of the obligations of the Bidder under the terms of the Combined Services Agreement.

Hazardous Waste means (1) any waste, material or substance which, by reason of its composition or characteristic, is regulated as a toxic or hazardous waste or substance under, without limitation, (a) the Solid Waste Disposal Act, 42 U.S.C.A. 6901, et seq., as replaced or amended from time to time, and the rules, regulations and written policies or written guidelines promulgated thereunder, (b) the New Jersey Solid Waste Management Act, N.J.S.A. 13:1E-1 et seq., and the regulation thereunder, including N.J.A.C. 7:26-8.1 et. seq., as replaced or amended from time to time, and the rules, regulations and written policies or written guidelines promulgated thereunder, and (c) the Toxic Substances Control Act, 15 U.S.C. §260 et seq., as replaced or amended from time to time and the rules, regulations and written policies and written guidelines promulgated thereunder, or any other laws of


similar purposed or effect, and such policies or regulations thereunder, or under any other relevant federal or state law as replaced or amended from time to time, and the rules, regulations, written policies or written guidelines promulgated thereunder, or (2) radioactive material which is source, special nuclear or by-products material within the meaning of the Atomic Energy Act of 1954 as replaced or amended from time to time, and the rules, regulations and written policies or written guidelines promulgated thereunder, or (3) any other waste, material or substance which any Governmental Body having appropriate jurisdiction shall determine from time to time harmful, toxic, hazardous, or dangerous, or otherwise ineligible for delivery to the Facilities, as the case may be, other than those permitted for disposal of hazardous wastes, or (4) all material defined as hazardous by the Resource Conservation and Recovery Act of 1976, or the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as replaced or amended from time to time, and the rules, regulations and written policies and written guidelines promulgated thereunder.

Landfill or Landfills means any and all portions of the landfill(s) that are designated by the Successful Bidder as a Disposal Facility(ies) for disposal of Acceptable Waste pursuant to and in accordance with the terms of the Combined Services Agreement.

Local Public Contracts Law means the New Jersey Local Public Contracts Law, constituting Chapter 198 of the Pamphlet Laws of 1971, of the State of New Jersey and the acts amendatory thereof and supplemental thereto.

Per Ton Unit Price means the price per Ton to be paid to the Successful Bidder for each ton of Acceptable Waste delivered to the Facility(ies) pursuant to the Combined Services Agreement.

Recyclable Materials means those materials that would otherwise become Solid Waste and that may be collected, separated or processed and returned to the economic mainstream in the form of raw materials or products pursuant to the Essex County District Recycling Plan and § 3 of P.L. 1987, C.102.

System Costs means the per Ton dollar amount, representing the costs to the ECUA to sustain the solid waste system, which shall be collected by the Successful Bidder on behalf of the ECUA pursuant to these Bid Specifications and pursuant to the Combined Services Agreement. The ECUA shall notify the Successful Bidder in writing of the amount, once calculated.


Successful Bidder means the lowest, responsible Bidder selected by the ECUA to provide for Combined Services and who will execute the Combined Services Agreement.

Term means the five (5) years beginning on the Commencement Date and ending five (5) years after the Commencement Date, unless earlier terminated pursuant to these Bid Specifications or the Combined Services Agreement.

tpd means Tons per day.

tpy means Tons per year.

Ton means a short ton of 2000 pounds.

Transfer Station means such Transfer Station that is utilized by the Contractor, for the provision of Combined Services in accordance with the Combined Services Agreement. The Transfer Station shall be so designated by the Bidder at the time of submission of its Bid, and shall constitute the place to which Acceptable Waste shall be directed and delivered by or on behalf of ECUA, and from which the Successful Bidder shall transport such Acceptable Waste to the Disposal Facility(ies) to be provided by the Bidder. Title to Acceptable Waste shall pass to the Successful Bidder upon delivery to the Transfer Station.

Transfer Station Receiving Times means the standard operating hours of the Transfer Station during which Acceptable Waste may be delivered for processing and loading into trailers or containers for transportation to the Disposal Facility(ies). Such Receiving Times may be modified from time to time upon mutual agreement of the Authority and the Successful Bidder.

Transporter means, as to the Bidder who designates a Transfer Station as part of its Bid, the entity that will transport the Acceptable Waste from the Transfer Station to the Disposal Facility(ies) on behalf of the Successful Bidder.

Unacceptable Waste means any material that is not Acceptable Waste.

USEPA or EPA means the United State Environmental Protection Agency, or any successor agency.


SECTION 1

GENERAL INFORMATION

1.1 INTRODUCTION

1.1.1 Purpose

The Essex County Utilities Authority (“ECUA” or “Authority”), the implementing agency under the Essex County District Solid Waste Management Plan, is soliciting Bids for the provision of transfer, transportation and disposal services (hereinafter referred to as “Combined Services”) for approximately 200,000 Tons of Acceptable Waste, as defined in these Bid Specifications, generated within Essex County. Through the award of a contract to the Successful Bidder, the Authority desires to ensure the provision of the Combined Services in reliable, cost-effective and environmentally sound manner. These Bid Specifications have been prepared by the Authority in order to solicit technical, contractual and cost Bids with respect to the provision of the Combined Services upon the terms and conditions set forth herein. All Bids must be submitted strictly in accordance with the terms and

conditions set forth in these Bid Specifications.

A contact for Combined Services, if awarded, shall be for a term of five (5) years commencing on or about January 1, 2016. The Authority intends to award a Combined Services Agreement to the lowest, responsible Bidder for the provision of such Combined Services in accordance with the Local Public Contracts Law.

Bidders must submit a Bid that accommodates 200,000 Tons per year. There is no guarantee of either a minimum or maximum daily or annual tonnage delivery to the Facility.

As to a Bid which proposes the use of a designated Transfer Station that is in excess of fifteen (15) road miles from ECRRF, a Distance Evaluation Factor shall be added to such Bidder’s per Ton Unit Price bid, for evaluation purposes only, all as more fully described in Paragraph 1.1.2 below, and Section 6 of these Bid Specifications. As to a Bid that proposes a Disposal Facility(ies) only, if the Bidder’s proposed Disposal Facility(ies) is in excess of fifteen (15) road miles from ECRRF, a Distance Evaluation Factor shall be added to such Bidder’s per Ton Unit Price bid, for evaluation purposes only, all as more fully described in paragraph 1.1.2 below and Section 6 of these Bid Specifications.

As to all Bids, the actual cost of tolls that would be incurred by a local solid waste hauler to transport solid waste to a Bidder’s Transfer Station or Disposal Facility(ies)


shall be converted to a per Ton cost and added to such Bidder’s per Ton Unit Price bid, for evaluation purposes only, all as more fully described in Paragraph 1.1.2A below, and Section 6 of these Specifications.

If required, the Successful Bidder shall enter into an agreement with the host municipality where the Acceptable Waste is disposed for a host fee. Prior to commencement of the Combined Services Agreement, the Successful Bidder shall provide an executed copy of the Host Municipal Agreement to the ECUA.

Also, throughout the duration of this Combined Services Agreement, the Successful Bidder will be required to pay to the County of Essex a fee of $0.50 per ton (the “County Host Fee”) on all Acceptable Waste disposed of pursuant to this executed service agreement. In addition, the Successful Bidder shall be responsible for and pay the $3.00 per ton New Jersey Recycling Tax (REA tax) on all Acceptable Waste disposed of pursuant to this executed service agreement.

The Host Municipal Fee, the County Host Fee, and the $3.00 per ton recycling tax must be included in the bidder’s proposed per unit price (price per ton). Payment of these fees/taxes shall be the sole responsibility of the Successful Bidder and shall not be passed through to the customers/haulers.

All Bids shall be expressed as a single, per Ton unit price for Acceptable Waste transferred, transported and disposed of pursuant to the Combined Services Agreement.

The information provided in this introduction is summary in nature and is not intended to provide a full explanation of the terms and conditions of the Bid Specifications. All Bidders must read all of the Bid Documents (as set forth in Section 1.1.4, below) to be fully informed of the terms and conditions applicable to (a) the submission of Bids for the provision of the Combined Services, and (b) the execution of the appropriate contractual agreements relating thereto.

THE AUTHORITY DOES NOT AND WILL NOT WARRANT OR GUARANTEE THE AMOUNT OR

COMPOSITION OF SOLID WASTE TO BE AVAILABLE FOR THE PROVISION OF COMBINED

SERVICES IN ANY GIVEN YEAR OR IN THE AGGREGATE PURSUANT TO ANY

CONTRACTUAL AGREEMENT AWARDED UNDER THESE BID SPECIFICATIONS. NOTHING

CONTAINED IN ANY OF THE BID DOCUMENTS SHALL BE CONSTRUED TO GUARANTEE

OR WARRANT SUCH AMOUNTS OR COMPOSITION. TONNAGE AMOUNTS SET FORTH

HEREIN CONSTITUTE EITHER HISTORIC FLOW RATES OR ESTIMATES OF FUTURE FLOW

RATES AND MAY NOT BE INDICATIVE OF ACTUAL FLOW RATES TO BE EXPERIENCED IN

THE FUTURE.


NOTHING HEREIN SHALL ENTITLE THE SUCCESSFUL BIDDER TO ANY CLAIM TO A PER TON

UNIT PRICE INCREASE FOR LOST PROFITS OR FOR ANY OTHER COMPENSATION

WHATSOEVER IN THE EVENT THAT ACTUAL WASTE QUANTITIES AND COMPOSITION

DELIVERED TO AND TRANSFERRED UNDER THE COMBINED SERVICES AGREEMENT ARE

MORE OR LESS THAN HISTORICAL QUANTITIES OR COMPOSITIONS OR ANY

PROJECTION OF FUTURE QUANTITIES AND COMPOSITIONS THAT MAY BE CONTAINED

HEREIN.

1.1.2 Distance Evaluation Factor

The Bid Specifications do not restrict or limit the geographic locations of the Facility(ies) to be utilized by the Successful Bidder for the provision of Combined Services. However, the greater the distance that must be traveled by local solid waste collection vehicles to transfer solid waste, the greater the costs for fuel, labor, maintenance, repairs and capital expenses become for local solid waste collection. In turn, the cost of collection to the local solid waste hauler’s customers is increased. Therefore, the additional costs incurred as a result of distance and travel time must be evaluated to determine which Bid results in the lowest cost to the Essex County solid waste system as a whole.

Accordingly, as to a Bid which proposes a designated Transfer Station, which is in excess of fifteen (15) road miles from the ECRRF, a Distance Evaluation Factor shall be added to such Bidder’s per Ton Unit Price bid, for evaluation purposes only. As to a Bid that proposes the use of a Disposal Facility(ies) only, if the Bidder’s proposed Disposal Facility(ies) is in excess of fifteen (15) road miles from the ECRRF, a Distance Evaluation Factor shall be added to such Bidder’s per Ton Unit Price bid, for evaluation purposes only.

In each case, the Distance Evaluation Factor shall be based upon the actual increased time it takes a local solid waste collection vehicle to travel to a Transfer Station/Disposal Facility that is located in excess of fifteen (15) road miles from the ECRRF. Road miles shall be measured over the route approved by the applicable Facility’s permits and, if applicable, Essex County solid waste management solid waste truck routes. Bidders must provide the route, total road miles, and total tonnage in the applicable proposal form. After traveling the approved routes to a Bidder’s Facility located in excess of fifteen (15) road miles, the ECUA will determine the per Ton amount to be added, for evaluation purposes, to such Bidder’s per ton Unit Price Bid.


1.1.3 Definitions

Words and terms that are used as defined terms herein shall, unless defined in the Glossary of Terms above, or unless the context clearly requires otherwise, have the meanings that are ascribed to such terms in the Combined Services Agreement, as appropriate.

1.1.4 Bid Documents

A. These Bid Specifications include the following Bid documents:

VOLUME 1:

1. Notice to Bidders

2. Terms and Conditions Relating to Submission of Bids

3. Appendix A: General Bid Transmittal Forms

Form A-1: Bidder Information/Cover Letter Form

Form A-2: Agreement for Bid Security in Lieu of Bid Bond

Form A-3: Form of Bid Bond

Form A-4: Ownership Disclosure Statement

Form A-5: Non-Collusion Affidavit

Form A-6: Consent to Investigation

Form A-7: Statement of Relevant Experience

Form A-8: Equipment and Facility Certification

Form A-9: Bidder Financial Qualifications and Financial Information

Form A-10: Consent of Surety

Form A-11: Form of Performance Bond

Form A-12: Consent of Bank for Performance Letter of Credit

Form A-13: Form of Letter of Credit

Form A-14: Form of Opinion of Bank Counsel With Respect to Letter of Credit

Form A-15: Form of Opinion of Counsel for Bidder With

Respect to Letter of Credit

Form A-16: Form of Opinion of Counsel for Bidder With Respect to Enforceability of the Combined Services Agreement


Form A-17: Form of Guarantor Agreement

Form A-18: Acknowledgment of Receipt of Addenda

Form A-19: List of Equipment

Form A-20: Certification of Owner of Equipment Not Owned or Controlled by Bidder

Form A-21: Affirmative Action Fact Sheet

Form A-22: Landfill Questionnaire

Form A-23: Transfer Station Questionnaire

Form A-24: Transportation Certification

Form A-25 Surety Disclosure Statement and Certificate

Form A-26: Proposed Subcontractors

Form A-27: Affidavit of Non-Debarred Status

Form A-28: Certification as to Status of Permits Required Under Contract

Form A-29: Certification as to the American with Disabilities Act

Form A-30: Certification of Non-Involvement in Prohibited Activities in Iran

4. Appendix B: Cost Bid Forms

5. Appendix C: Form of Combined Services Agreement and Schedules

B. All Bidders should inspect their copy of the Bid Specifications to ensure that a complete set of the Bid Documents are included. If a Bidder discovers that its copy of the Bid Specifications is incomplete, it should contact the ECUA, in writing at, Leroy F. Smith Jr. Public Safety Building, 60 Nelson Place, 6th Floor, Newark, NJ 07102, (973-857-2350)(facsimile 973-857-9361), with a copy of the ECUA’s Special Counsel, Francis J. Giantomasi, Esq., Chiesa Shahinian & Giantomasi PC, One Boland Drive, West Orange, NJ 07052 (973-325-1500)(facsimile 973-325-1501). The ECUA will make appropriate, reasonable arrangements with the Bidder to provide any missing Bid Document or Documents. A Bidder must prepare its Bid using a complete set of Bid Documents, including any addenda to these Bid Specifications issued by the ECUA prior to the date established for submission of all Bids. Neither the ECUA, nor its agents or employees shall be responsible for errors, omissions, the incomplete submissions or misinterpretations resulting from the Bidder’s use of an incomplete set of Bid Documents in preparing or submitting its Bid.

C. Bid Documents have been made available only for the purpose of soliciting Bids for the provision of Combined Services as described in these Bid Specifications.


No license or grant is conferred or implied to the Bidder or to any other person for any purpose.

1.1.5 Distribution of Bid Specifications

The issuance of the Bid Specifications (including the location where the Bid Specifications are available) has been advertised in accordance with the provisions of the Local Public Contracts Law. The Bid Specifications have also been distributed to those firms known to have made proposals or submitted bids similar to those requested hereunder to the Authority, as well as to those firms who have requested a copy of the Bid Specifications from the Authority. In addition, copies of the Bid Specifications were made available at the offices of the Authority for pick-up by any other interested person or firm or by submission to the Authority of a written request for the Bid Specifications.

1.1.6 Submission of Bid and Bid Security

Any Bid submitted in response to these Bid Specifications must comply with the provisions of Section 5 and Appendix A hereof in order for a Bid to be deemed responsive. Each Bidder is urged to read Section 5 and Appendix A hereof carefully in order to obtain a complete understanding of the requirements for submission of its Bid.

Please be advised that firms or public entities submitting a Bid are required to submit (together with such Bid) a Bid Security, in the amount of $20,000, payable to The Essex County Utilities Authority. A full description of the Bid security to be provided is set forth in Section 5.1.7 hereof and Forms A-2 and A-3 hereof.

1.1.7 Bid Evaluation

The Bids will be evaluated in conformance with the requirements of the Local Public Contracts Law, and a contract for the provision of Combined Services, if awarded, will be awarded to the lowest, responsible Bidder, giving due regard to the Bidder’s ability to perform the work (as demonstrated by the information submitted with the Bids). The Bids will be evaluated in accordance with the terms and conditions set forth in Section 6 hereof.


1.2 PROCUREMENT PROCESS AND SCHEDULE

1.2.1 Description of Process

The Authority is procuring Combined Services through the public bidding process established by the Local Public Contracts Law, and intends to award a Combined Services Agreement to the Successful Bidder, for the Acceptable Waste generated in Essex County. The steps involved in this Bid process and the anticipated completion dates are set forth in Table 1-1, Bid Schedule. The Authority reserves the right to amend, modify or alter the Bid Schedule set forth in Table 1-1 upon notice to all potential Bidders, as required by the Local Public Contracts Law.

The Bid process commences with advertisement of availability of the Bid Specifications. As set forth in Table 1-1, Bid Schedule, all Bids must be submitted to

the Authority on or prior to October 15, 2015 by 2:00 p.m. (New York City time).

Subsequent to issuance of the Bid Specifications, the Authority (through the issuance of addenda to all firms that have received a copy of the Bid Specifications) may modify, supplement or amend the provisions of these Bid Specifications and Appendices, including the provisions of the Combined Services Agreement contained in Appendix C in order to respond to inquiries received from prospective Bidders or as otherwise deemed necessary or appropriate by the Authority.

1.3 CONDITIONS APPLICABLE TO BIDS

By responding to the Bid Specifications, the Bidder acknowledges and consents to the following conditions relative to the submission, review and consideration of its Bid:

o The issuance of the Bid Specifications is not intended to, and shall not be construed to commit the Authority to award a contract for any Combined Services.

o The Authority reserves the exclusive rights set forth in Section 1.5 hereof.

o Neither the Authority, its staff, nor any of its consultants will be liable for any claims or damages resulting from the solicitation of Bids, nor will there be any reimbursement to Bidders for the cost of preparing the Bids or for participating in the bidding process.


o All Bids will become the property of the Authority and will not be returned. Any Bid containing a put or pay requirement (i.e. a minimum delivery obligation to be satisfied by the ECUA) shall be considered unresponsive and shall be rejected.

o To the extent permitted by Applicable Law, information of a confidential or proprietary nature will be kept confidential during and after the procurement process, as provided in Section 5.1.4 hereof, when such information is properly identified by the Bidder, and to the extent permitted by Applicable Laws.

THE FAILURE OF ANY BIDDER TO SUBMIT A BID WHICH COMPLETELY ADDRESSES THE

REQUIREMENTS OF THESE BID SPECIFICATIONS (INCLUDING THE SUBMISSION AS PART

OF SUCH BID OF ALL DOCUMENTS REQUIRED TO BE SUBMITTED UNDER THE TERMS OF

THESE BID SPECIFICATIONS), AT THE TIMES AND IN THE MANNER SPECIFIED IN THESE BID

SPECIFICATIONS, MAY RESULT IN THE REJECTION OF THE BID AT THE SOLE DISCRETION

OF THE AUTHORITY.


TABLE 1-1

ANTICIPATED BID SCHEDULE

ACTIVITY DATE

Advertisement of Bid Specifications September 22, 2015

Issuance of Bid Specifications September 24, 2015

Receipt of Bids October 15, 2015

2:00 p.m.

Contract(s) Award November 17, 2015

Commence Performance of Work January 1, 2016

With the exception of the date for receipt of Bids, which may only be changed by formal Addendum, the dates set forth above are estimates and the Authority will not be bound by them, except to the extent Applicable Laws requires otherwise.


1.4 RIGHTS AND RESPONSIBILITIES OF THE AUTHORITY

1.4.1 Rights of the Authority

The Authority reserves, holds, and may exercise, at its sole discretion, the following rights and options with regard to the Bid Specifications and the Bid Process in accordance with, and pursuant to, the Local Public Contracts Law:

A. To reject all Bids or any non-responsive Bids.

B. To award the Combined Services Agreement to the Successful Bidder in accordance with the provisions of the Local Public Contracts Law and these Bid Specifications.

C. To supplement, amend, or otherwise modify the Bid Specifications through issuance of addenda to all prospective Bidders who have received a copy of the Bid Specifications.

D. To the extent permitted by Applicable Laws, to waive any technical non-conformance of the Bids or permit the Bidders to cure any technical non-conformance.

E. To change or alter the schedule for any events called for in the Bid Specifications upon the issuance of notice to all prospective Bidders who have received a copy of the Bid Specifications.

F. To conduct investigations of any or all of the Bidders and their Bids as the Authority deems necessary or convenient, to clarify the information provided as part of the Bid, and to request additional information to support the information included in any Bid.

G. To decline to award the Combined Services Agreement to any Bidder for any lawful purpose or to abandon this Bid process, as and to the extent permitted by these Bid Specifications and Applicable Laws.

H. To accept the Bid which, in the Authority’s judgment, best serves the interests of the ECUA and the County, in all cases in a manner which is consistent with these Bid Specifications and Applicable Laws.


1.4.2 Responsibilities of the Authority

A. Implementation of District Solid Waste Management Plan. The Authority shall be responsible for consideration and approval of any amendments to the Essex County District Solid Waste Management Plan (the “Essex Plan”) that are necessary to carry out or give effect to the terms and conditions of these Bid Specifications and/or the Combined Services Agreement. The Authority will be responsible for implementation and compliance with the provisions of the Essex Plan.

B. Establishment and Collection of Tipping Fees. To the extent permitted by Applicable Laws, the Authority will establish, charge and collect solid waste user charges (i.e. tipping fees) in amounts that are sufficient to, among other things, make all required payments to the Contractor under the terms of the Combined Services Agreement.

C. New Jersey Regulatory Agency and Other Approvals. The Authority will use all reasonable efforts (with the assistance and cooperation of the Successful Bidder) to obtain such New Jersey regulatory agency or other approvals that are required to be obtained by the Authority in order to carry out or give effect to the provisions of these Bid Specifications and the transactions contemplated hereunder and under the Combined Services Agreement; provided however, such obligation and responsibility shall not include obtaining any permits, licenses or approvals required to be obtained by the Successful Bidder in order to perform any of the Combined Services. Except as otherwise therein provided, the Combined Services Agreement (and the activities contemplated thereunder) will be effective upon receipt of all applicable regulatory approvals.

D. Award of Contracts. Except to the extent that the Authority exercises any of its rights set forth in Section 1.4 or Section 1.5.1 hereof, the Authority shall enter into the Combined Services Agreement with the Successful Bidder after selecting the lowest responsible Bidder to perform such Combined Services, in the manner and to the extent provided in these Bid Specifications.

E. Payments Relating to Provisions of Combined Services. The Authority will make payment to the Contractor of the costs of providing the Combined Services in the amount and at the times provided in the Combined Services Agreement.


1.5 SUCCESSFUL BIDDER’S RESPONSIBILITIES

A. Financial Criteria. Throughout the Term of the Combined Services Agreement, the Successful Bidder (or its guarantor) shall meet the Minimum Financial Criteria set forth in Section 4.2.1 hereof.

B. Operation of Transfer Station. With respect to the provision of Combined Services, the Successful Bidder shall own, lease or otherwise have control of, and operate and maintain a Transfer Station capable of accepting Acceptable Waste.

Each bidder may submit a Bid that contemplates the use of a Transfer Station owned, leased or otherwise controlled by, and operated and maintained by the Bidder, provided that the available capacity at the Transfer Station is sufficient to accommodate the amount of Acceptable Waste bid. In addition, the Transfer Station shall comply with the requirements contained in these Bid Specifications.

The Transfer Station shall be operated in accordance with applicable permits and regulations relating to the Transfer Station and in accordance with the terms and conditions of the Combined Services Agreement. In particular, if the Transfer Station is located outside of Essex County and/or outside the State of New Jersey, it must be capable of accepting waste generated in Essex County without violating any federal, state or local laws, rules, regulations or orders.

In addition, in the case of the provision of Combined Services, the Successful Bidder shall have the control or use of sufficient equipment and Disposal Facilities to transport and dispose of the amount of Acceptable Waste delivered to the Transfer Station pursuant to the Combined Services Agreement.

C. Ownership or Lease of Transfer Station. The Successful Bidder shall own the Transfer Station or be a lessee pursuant to a lease, the term of which shall not expire before five (5) years following the Commencement Date or otherwise legally control the Transfer Station. Should the term of the lease expire prior to expiration of the Combined Services Agreement, the Bidder must demonstrate, with the Bid, the ability to extend the lease.

D. Disposal Facility(ies). The Successful Bidder shall provide disposal services as part of the provisions of Combined Services under the terms of the Bid in accordance with all applicable permits and regulations and in accordance with the terms and conditions set forth in these Bid Specifications and the terms of the Combined Services Agreement.


E. Ownership or Lease of Disposal Facilities. The Successful Bidder shall own, lease or otherwise control, operate or maintain one or more Disposal Facilities capable of accepting Acceptable Waste. The Disposal Facility(ies) shall be operated in accordance with all applicable permits and regulations relating to the Disposal Facility(ies) and in accordance with the terms and conditions of the Combined Services Agreement. In particular, if the Disposal Facility(ies) are located outside of Essex County or the State of New Jersey, they must be capable of accepting waste generated within Essex County without violating any federal, state or local laws, rules, regulations or orders. In addition, the Successful Bidder may provide evidence of a contractual or other arrangement(s) for use of a Disposal Facility(ies) in order to provide the required Combined Services.

F. Vehicles and Equipment. The Successful Bidder shall be responsible for providing vehicles and equipment of such type and in such quantity as are required to fulfill its obligations under the Combined Services Agreement; provided however, that such vehicles and equipment shall satisfy, at a minimum, the minimum technical requirements set forth in Section 3 hereof. The Successful Bidder shall also be responsible for the operation, maintenance and repair of all such vehicles and equipment in accordance with the manufacturer’s specifications and in a manner sufficient to ensure that such vehicles and equipment are capable of providing all of the required Combined Services, as set forth in these Bid Specifications and in conformance with the terms and conditions of the Combined Services Agreement.

G. Permits. The Successful Bidder shall be responsible for obtaining all necessary permits, licenses and approvals required in connection with the provision of the Combined Services detailed in these Bid Specifications, from all regulatory agencies having competent jurisdiction. The Successful Bidder shall also be responsible for maintaining or, if necessary during the Term of the Combined Services Agreement, renewing said permits. In the event that the Successful Bidder has not obtained the necessary regulatory permits and/or approvals to fully perform the Combined Services required by the terms of the Combined Services Agreement within sixty (60) days of the expiration of the current permits, the Successful Bidder shall be in default under the terms of the Combined Services Agreement and will be subject to the payment of damages therefor.

H. Compliance with Previously Executed Construction and/or Operation Agreements. The Successful Bidder shall be responsible for satisfaction of and compliance with all provisions of any construction and/or operation agreements and all other ancillary agreements previously executed by the Successful Bidder for or with respect to the Facilities (including any leases or host municipality agreements and/or financing document(s), including without limitation, performance guarantees and payment obligations.


I. Regulatory and Other Approvals. The Successful Bidder (with the assistance and cooperation of the Authority) shall be responsible for satisfying the procedures (regulatory, governmental or other), if any, required for or with respect to the Combined Services Agreement and the Successful Bidder's obligations thereunder in any jurisdiction with respect to the provision of the Combined Services and in the jurisdiction in which the Facilities are located, (including execution and/or maintenance of a host community agreement that specifically authorizes the acceptance of out-of-state waste if the Transfer Station and/or the Disposal Facility(ies) are located in a state other than New Jersey) and in any jurisdiction exercising regulatory powers with respect to the Successful Bidder.

J. Billing, Recordkeeping and Reporting. The Successful Bidder shall prepare reports and maintain all records relating to activities under the Combined Services Agreement, including the preparation of all Invoices for costs required to be paid by the Authority under the terms of the Combined Services Agreement. The Successful Bidder shall also be responsible for billing all haulers and municipalities. The Successful Bidder shall also permit municipalities to open accounts and to pay bills in accordance with governmental accounting principles and procedures. On a weekly basis, the Successful Bidder must also pay the ECUA, via wire transfer or ACH, the ECUA’s share of the tipping fee. Bidders must provide a summary of its accounting system and scale system to ensure compatibility with the ECUA system and the ability to comply with the aforementioned requirements. 1.6 EXAMINATION OF CONTRACT DOCUMENTS; FAMILIARITY WITH THE SERVICES

REQUIRED TO BE PERFORMED

A. It is the responsibility of each Bidder before submitting a Bid to (a) examine the Bid Specifications and the Contract Documents thoroughly, (b) to become familiar with and consider all federal, state and local laws, regulations, ordinances, permits, approvals and orders that may affect the cost, performance or furnishing of the Combined Services, and (c) to notify the ECUA of all conflicts, errors or discrepancies in the Bid Specifications and/or Contract Documents.

B. Bidders are advised that actual Acceptable Waste quantities may deviate significantly from historical patterns based upon changes in the recycling markets, pending or future state or federal legislation or judicial action, and compliance (or the failure to comply) with applicable Solid Waste Management Plans and/or Wasteflow Orders by haulers of solid waste. It is the Bidder’s obligation to become familiar with and fully understand the conditions that may affect the quantities of Acceptable Waste which require transfer, transportation and disposal under the terms of the Combined Services Agreement and to submit the Bids with the understanding that the duties and obligations of the Successful Bidder under the terms of the Combined Services Agreement shall not be modified or relieved based


upon or resulting from any variation in the amount of Acceptable Waste required to be delivered to and received at the Disposal Facility(ies). C. Before submitting a Bid, each Bidder, at the Bidder’s own expense, shall complete or obtain any studies and any additional data and information that may affect its costs, progress, performance or furnishing of the Combined Services, and which the Bidder otherwise deems necessary to compile its Bid for performing and furnishing such Combined Services in accordance with the terms and conditions of the Bid Specifications and the Contract Documents. The failure or omission of the Bidder to receive and examine any form, instrument or document, or make required inquiries and inspections, shall not relieve the Bidder from any obligation contained in the Bid Specifications and the Contract Documents. D. Unless otherwise specifically identified in the Contract Documents, all property and/or facilities, and access thereto, required to perform the Combined Services shall be provided by the Successful Bidder at no additional cost to the Authority.


SECTION 2

BACKGROUND INFORMATION

2.1 SOLID WASTE MANAGEMENT PLANNING AND STRATEGY

2.1.1 Current Solid Waste Disposal Practices The ECUA is a public body corporate and politic of the State of New Jersey, organized and existing pursuant to and in accordance with the provisions of the Act and exercises essential governmental functions for the public health, benefit and welfare of the citizens of Essex County. Essex County is a “solid waste management district” as contemplated under the provisions of the Solid Waste Management Act, N.J.S.A. 13:1E-1 et seq., and the regulations promulgated thereunder. In accordance with the provisions of the Act, and the provisions of an ordinance of Essex County, finally adopted July 1, 1992, as amended, the ECUA is responsible for the implementation of the Essex Plan and the management of solid waste originating within the geographical boundaries of the County. The New Jersey Solid Waste Management Act requires that each solid waste management district adopt a plan that provides for suitable sites to treat and dispose of all solid waste generated within the district as well as a statement of the solid waste disposal strategy to be applied in the district. On July 16, 1980, the County adopted the Essex Plan, which was approved by the NJDEP on August 13, 1980. In 1992, the County created, with NJDEP approval, the ECUA to provide for solid waste management services in a more effective and efficient manner. The ECUA was designated as the County’s agent for purposes of all activities relating to the management of solid waste generated within the geographic boundaries of the County and was assigned and/or transferred all agreements, documents and/or regulatory orders relating to solid waste matters, as well as all necessary and proper powers to acquire, construct, maintain, and operate or contract for the operation of facilities for the collection, transportation, processing, recycling, and disposal of solid waste. The ECUA was also designated as the sole agency responsible for implementation of the Essex Plan. The ECUA in connection with its responsibility as the regulatory agency for the collection and disposal of solid waste within Essex previously through a non-discriminatory public procurement process, awarded a contract for the transfer, transportation and/or disposal of Acceptable Waste to the New Jersey


Meadowlands Commission (“NJMC”). The contract with NJMC expires on December 31, 2015. Accordingly, the ECUA is engaging in this non-discriminatory, public procurement process to award a five (5) year contract for the disposal of this waste stream. 2.1.2 No Guarantee as to Minimum Waste Quantity As discussed herein, the amount of Acceptable Waste generated in Essex County and available for transfer, transportation and disposal under the Combined Services Agreement may be affected by pending or future state or federal legislation or judicial action and compliance (or a failure to comply) with applicable Solid Waste Management Plans and/or wasteflow orders. NEITHER THE AUTHORITY NOR THE COUNTY GUARANTEES OR WARRANTS THE QUANTITY

OR COMPOSITION OF SOLID WASTE TO BE DELIVERED TO AND RECEIVED BY A FACILITY

DURING THE TERM OF THE COMBINED SERVICES AGREEMENT OR ANY OTHER PERIOD

OF TIME. NOTHING HEREIN SHALL ENTITLE THE SUCCESSFUL BIDDER TO ANY CLAIM TO A

UNIT PRICE INCREASE FOR LOST PROFITS OR FOR ANY OTHER COMPENSATION

WHATSOEVER IN THE EVENT THAT ACTUAL WASTE QUANTITIES AND COMPOSITION

DELIVERED TO AND PROCESSED UNDER THE COMBINED SERVICES AGREEMENT ARE

MORE OR LESS THAN HISTORICAL QUANTITIES OR COMPOSITIONS OR ANY

PROJECTION OF FUTURE QUANTIFIES AND COMPOSITIONS THAT MAY BE CONTAINED

HEREIN.


SECTION 3

TECHNICAL AND REGULATORY REQUIREMENTS

3.1 INTRODUCTION

Bids submitted for Combined Services utilizing a Transfer Station, transportation services/equipment and Landfills must also meet all technical requirements for the applicable technology, as described herein. 3.2 REQUIREMENTS RELATING TO TRANSFER STATION

3.2.1.1 Transfer Station Technical Requirements In connection with a Bid for the provision of Combined Services the Successful Bidder is obligated to provide one or more existing, fully-permitted, fully-operational Transfer Station with sufficient, undedicated and available permitted capacity to accept and process for transportation of the tonnage capacity Bid by the Successful Bidder. The Transfer Station must be capable of processing the types and quantities of waste that Acceptable Waste is composed of the Term of the Combined Services Agreement. Any Bid that utilizes a Transfer Station in providing Combined Services, must evidence satisfaction of and compliance with applicable regulations. 3.2.1.2 Operating and Performance Requirements for Transfer Station During the Term of the Combined Services Agreement, the Successful Bidder shall comply with all operational conditions stipulated in the Transfer Station permit, license or approval and shall provide all labor, materials and equipment necessary to perform the following: � Receive Acceptable Waste at the Transfer Station during, at a minimum, the hours of 6:00 a.m. to 5:00 p.m. on Mondays through Fridays and 6:00 a.m. to 1:00 p.m. on Saturdays, except for the following holidays: o New Year’s Day o Martin Luther King Jr.’s Birthday o Washington’s Birthday o Good Friday o Memorial Day o Independence Day o Labor Day


o Veteran’s Day o Thanksgiving Day o Christmas Day � If the holiday falls on a Saturday, then it will be observed on the following Monday. � Accommodate non-registered haulers/County residents on an appointment basis on Saturdays. � Operate the Transfer Station scale facility to weigh all trucks of Essex County origin, record and report all weight information as required by the terms of the Combined Services Agreement and provide transaction receipts to truck drivers with copies to the ECUA. The ECUA shall have the right to station ECUA personnel or agents at the Transfer Station on a regular or intermittent basis during all hours of operation of the Transfer Station, to verify the accuracy of the Successful Bidder’s required recordkeeping and reporting, and to establish, administer, maintain and operate an on-site billing system, including but not limited to a computer link-up between the Transfer Station and the ECUA offices, at the ECUA’s sole discretion. The Successful Bidder shall cooperate with the ECUA in the ECUA’s effort to establish, administer, maintain and operate such an on-site system, but the costs thereof shall be the sole responsibility of the Successful Bidder. � Screen all waste loads and turn away any loads containing Unacceptable Waste. � Direct County trucks to the tipping floor for deposit of waste loads and subsequently to the Transfer Station exit or outbound scale if the subject packer truck is a new vehicle or a vehicle having no recorded tare weight. � Inspect deposited waste, remove Recyclable Material (if applicable), segregate such Unacceptable Waste and Hazardous Waste as may have inadvertently passed through the Successful Bidder’s screening process, and segregate, for transport, waste classified as “Residual and/or Special Waste” or other similar character or type by the governmental regulatory authority having jurisdiction over the Disposal Facility(ies) utilized in providing the Combined Services. � Transport and dispose of Unacceptable Waste and Hazardous Waste after notifying the Authority in accordance with the requirements stated herein and in the Transfer Station’s applicable operating permit, licenses or approvals. � Load loose Acceptable Waste into the open-top transfer trailers evenly distributing the Acceptable Waste throughout the trailer while filling it to its maximum legal capacity.


� Transport the transfer trailers from the staging area to the loading area and from the loading area to the scale facility and, finally, back to the staging area. � Coordinate the delivery and pick-up of transfer trailers. � Coordinate operations with the Authority. � Provide litter, dust, noise and odor control as well as site security. � Maintain all equipment. � Maintain and supervising all facility safety precautions and programs in connection with Transfer Station operations. � Allow the transporter to observe all operations associated with the loading and weighing of trailers and containers. Reload those trailers and containers that do not comply with axle and overall weight limitations established by applicable laws, regulations and permits. � Allow access to the transporter for the maximum number of hours consistent with the Transfer Station’s operating permit, licenses or approvals. 3.2.2 Regulatory Requirements for Transfer Station The Successful Bidder shall be responsible for compliance at all times with all applicable local, state and federal laws and regulations relating to the provision of Combined Services. As such, the Successful Bidder is obligated to obtain and/or maintain all necessary permits, licenses and approvals in order to permit the uninterrupted provision of such Combined Services. At the time of Bid Submission, the Transfer Station shall be operating pursuant to a valid NJDEP Solid Waste Facility (“SWF”) Permit (or such other permits as may be required by the applicable host jurisdiction), shall maintain compliance with the SWF (or such other permits as may be required by the applicable host jurisdiction), and shall renew the SWF (or such other permits as may be required by the applicable host jurisdiction), as necessary, for the Term of the Combined Services Agreement. Acceptance of Acceptable Waste shall not cause the Transfer Station to exceed the approved, permitted daily capacity as stipulated in the SWF Permit or applicable permit. The Transfer Station shall have acquired municipal site plan approval and each shall be a facility that is included in the host jurisdiction’s Solid Waste Management Plan (or such other plan as may be required by the applicable host jurisdiction).


If, during the Term of the Combined Services Agreement, additional permits are required, or compliance with additional governmental requirements is required, the Successful Bidder is obligated to apply for such additional permits, licenses or approvals or comply with such additional requirements on a timely basis. At the time the Bid is submitted, the Bidder will be required to demonstrate an ability to satisfy the requirements of these specifications and the Combined Services Agreement with respect to regulator approvals or licenses. Specifically copies of all permits and approvals shall be provided to the Authority, at the time the Bid is submitted, together with inspection reports, Notices of Violation (NOVs), if any, information and documentation pertaining to any pending or threatened regulatory and/or legal action by NJDEP and/or the host community and Monthly Tonnage Reports, for the previous three years or comparable reports/notices if the Transfer Station is located outside of the State of New Jersey. Additionally, a summary of all contracted daily, monthly and yearly capacity shall also be provided to the Authority at the time the Bid is submitted. 3.3 REQUIREMENTS RELATING TO TRANSPORTATION SERVICES AS PART OF

COMBINED SERVICES BID

3.3.1.1 Technical Requirements Relating to Transportation Services

3.3.1.2 Description of Acceptable Waste Handling at the Transfer Station and

Operations Relating Thereto The transporter shall provide sufficient labor, material and equipment to transport the tonnage amount Bid by the Successful Bidder from the Transfer Station on a daily basis during the Transfer Station’s respective receiving times to the Disposal Facility(ies) identified in the Bid for Combined Services and the Combined Services Agreement. In particular, because no Acceptable Waste is or will be removed from the Transfer Station on Sundays and certain holidays, it is mandatory that the transporter remove Acceptable Waste by the end of the Transfer Station’s respective receiving time on Saturday and receiving days immediately preceding said holidays. In the event that the Transfer Station is/are required to curtail or cease operations because solid waste has not been removed on a timely basis the transporter shall be responsible for any damages, claims or payments that the Authority incurs as a result thereof. DAILY, WEEKLY AND SEASONAL FLUCTUATIONS IN THE WASTE FLOWS TO THE TRANSFER

STATION WILL BE COMMON OPERATING OCCURRENCES AND WILL AFFECT THE

AMOUNT OF ALL ACCEPTABLE WASTE AVAILABLE FOR TRANSPORTATION AND

REMOVAL. IN ADDITION, THERE WILL BE PERIODIC DELAYS IN QUEUING TIMES AT THE


TRANSFER STATION AND AT THE DISPOSAL FACILITY(IES) FOR A VARIETY OF REASONS,

INCLUDING WEATHER CONDITIONS, OPERATIONAL DIFFICULTIES, ETC. THE

SUCCESSFUL BIDDER IS REQUIRED TO DEDICATE SUFFICIENT EQUIPMENT AND

PERSONNEL TO ACCOMMODATE THE FLUCTUATIONS AND DELAYS SO AS TO REMOVE

ALL ACCEPTABLE WASTE ON A TIMELY BASIS FROM THE TRANSFER STATION. In order to meet the requirement to remove Acceptable Waste on a timely basis, the Successful Bidder must dedicate sufficient equipment to remove Acceptable Waste. THE AUTHORITY DOES NOT WARRANT OR GUARANTEE THE AMOUNT OF WASTE TO BE DELIVERED TO THE TRANSFER STATION OR TO BE AVAILABLE FOR TRANSPORT FOR DISPOSAL. 3.3.1.3 Vehicles, Containers, Equipment, Personnel and Compliance with

Applicable Laws for Transportation Services.

The transportation services to be provided as part of a Bid for Combined Services must be provided in accordance with the minimum technical requirements set forth below. Each Bid for the provision of transportation as part of the Combined Services must evidence satisfaction with such minimum technical requirements. At a minimum, the Successful Bidder, or its designated sub-contractor (Form A-22), must satisfy the following requirements: (1) Minimum Past Experience. Each Bidder must complete and submit Form A-7, Statement of Relevant Experience, setting forth the Bidder’s experience in providing the Combined Services. (2) Provision of Vehicles, Containers, Equipment, Labor, etc. The Successful Bidder shall provide all vehicles, containers, equipment, materials, labor, insurance, tolls, fuel, repair, maintenance and maintenance materials that are necessary or required to fully perform the required transportation services to be provided as part of a Bid for Combined Services. The Successful Bidder will be responsible for loading out a minimum of two hundred fifty (250) trucks or containers per week assuming twenty (20) Ton loads. Please be advised that this is a minimum requirement only and are not intended to limit in any manner the Successful Bidder’s obligation to remove all Acceptable Waste from the Transfer Station in a manner which satisfies the requirements described above. (3) Compliance with Disposal Facility(ies) Rules and Regulations. In the performance of the transportation services provided as part of a Bid for Combined Services, the Successful Bidder shall comply with all applicable rules and regulations of the Facility(ies).


(4) Compliance with Applicable Law. The Successful Bidder shall comply with all applicable laws and regulation in the states and localities in which the transportation services are to be provided. The Successful Bidder must comply with all applicable regulations, policies and interpretations of the NJDEP (or such other host jurisdiction), as well as court decisions concerning licensure in the State of New Jersey (or such other host jurisdiction) and shall be responsible for assuring that all such licenses are held by the Successful Bidder, to the extent required under the terms of such NJDEP regulations (or applicable regulatory agency in the host jurisdiction) and court decisions. (5) Provision of Sufficient Vehicles and/or Containers. The Successful Bidder must be capable, and must demonstrate its capability, to transport all Acceptable Waste delivered to the Transfer Station on a daily basis and to transport the same to the Disposal Facility(ies) identified in the Bid in an expeditious manner. (6) Vehicle and Container Requirements. Transport vehicles and containers shall be roll-off containers, top loading vehicles. All vehicles shall be capable of being completely covered. The Bidder, at the time of submission of its Bid, shall provide a certificate showing that it owns, leases, or controls all the necessary equipment required by these Bid Specifications and, if the Bidder is not the actual owner or lessee of any such equipment, such certificate shall state the source from which the equipment shall be obtained, and such certificate shall be accompanied by a certificate from the owner or person in control of the equipment stating that such person owns, leases or controls such equipment and will make the same available to the Bidder for use in providing the transportation services as part of a bid for Combined Services for the Term of the Combined Services Agreement. In addition, the Bidder’s vehicles and containers shall conform with, and be subject to, the following: (i) All vehicles and containers, including tractors and trailers, used for the provision of transportation services shall be certified by the NJDEP, Division of Solid Waste Management (or applicable regulatory agency in the host jurisdiction), and shall have a valid certified registration (or such other registration as required by the applicable host jurisdiction). In the event that the vehicles and containers intended to be used for established for submission of bids, received valid certified registrations, delivered to the Authority) on or prior to the date that Authority designates the Successful Bidder and is prepared to execute the Combined Services Agreement. In the event that the Successful Bidder is not able to provide evidence of receipt of such valid registrations by such date, the Authority reserves the right, at its sole option, not to award the Combined Services Agreement to such Bidder.


(ii) The Authority shall have the right to inspect outbound vehicles and containers carrying all Acceptable Waste and, if in its reasonable judgment, a vehicle or container does not conform to Applicable Laws, the Successful Bidder shall supply a conforming vehicle to carry the nonconforming vehicle’s load within four (4) hours. (iii) All vehicles and containers shall be covered at all times from completion of loading until weighing at the Disposal Facility(ies) as provided for in Combined Services Bid. The Successful Bidder shall have means of ensuring that the vehicles and containers do not litter the highway. (iv) All vehicles and containers shall have gasketed doors and shall be watertight to prevent seepage of water or wet Acceptable Waste onto roadways.

(7) Cover and Tarp Removal; Labor. The Successful Bidder shall be responsible for (i) the provision of all tarps, container covers and ties and/or seals required to assure that the containers are covered during transport, and (ii) ensuring that all containers are covered subsequent to loading of the container and prior to exiting the Transfer Station loading area. 3.3.1.4 Operating Requirements for Transportation Services

The Successful Bidder shall: 1) pick up and remove all Acceptable Waste from the Transfer Station during the Transfer Station Receiving Times in roll-off containers on top loading vehicles; 2) ensure that all containers are properly covered subsequent to loading and prior to exiting the Transfer Station; 3) If necessary, clean off any excess Acceptable Waste from the vehicles and/or containers prior to exiting the waste loading area at the Transfer Station after the Acceptable Waste is loaded onto such trailers; 4) deliver to and unload Acceptable Waste at the Disposal Facility(ies) utilized in providing Combined Services during the permitted operating hours on Monday through Saturday; 5) take all actions which are required to unload Acceptable Waste delivered to the Disposal Facility(ies) utilized in providing Combined Services; 6) maintain books and records and producer reports in the manner and at the times required by the Combined Services Agreement.


7) comply with all permit and other environmental obligations and limitations relating to the transportation of any Acceptable Waste at the Transfer Station and the Disposal Facility(ies), whether such transportation services utilize truck or rail; and 8) provide a staging and storage area for transportation vehicles or containers within a reasonable distance from the Transfer Station site to ensure that Acceptable Waste may be removed in a timely and efficient manner. 3.3.2 Additional Requirements for Transportation by Rail of Acceptable

Waste. In the event that a Bidder for the provision of Combined Services proposes to provide Transportation Services, in whole or in part, by rail, in addition to meeting the requirements set forth in Section 3.3.1.3 and Section 3.3.1.4 hereof (except for those requirements which, by their terms are explicitly applicable to transportation by truck only) the Successful Bidder shall be responsible for (at its own cost and expense): 1) procuring the rights to use railroad containers and equipment; 2) entering into any necessary leasing or operating agreement with a railroad company or companies; 3) providing sufficient railcars and/or containers to transport the Acceptable Waste to the railroad terminal located closest to the Disposal Facility(ies) utilized to provide the Combined Services by the Bidder; 4) if necessary, providing a sufficient number of transport vehicles to haul containers to and from the Transfer Station to and from the points of origin of the rail service, as well as sufficient transport vehicles to haul the containers to and from the point of rail termination to the Disposal Facility(ies) utilized to provide the Combined Services by the Bidder; and 5) complying with all applicable regulations, policies and interpretations of the NJDEP (or regulatory agency of applicable host jurisdiction), as well as court decisions concerning licensure in the State of New Jersey (or such other host jurisdictions) and for assuring that all such licenses are held by the Bidder, to the extent required under the terms of such regulations and court decisions.

All Bidders submitting a Bid for the provision of Combined Services shall identify the trucks, containers and railroad equipment to be used by the Bidder on Form A-8, Equipment and Facility Certification for Bidders. In addition, if all or a portion of the


Acceptable Waste is to be transported by rail, all such Bidders must submit, with the Bid, evidence of a legally binding commitment (in the form of a contract, lease or similar agreement) with a railroad company (or companies) and any other entity necessary to ensure continuous movement by rail of the Acceptable Waste from the Transfer Station to the Disposal Facility(ies) proposed by the Bidder.

Bidders claiming rail carrier status, and exemption from permitting requirements, pursuant to applicable NJDEP regulations, shall submit good and sufficient proof that Bidder is in compliance with all applicable regulations, including, but not limited to, (i) all applicable solid waste regulations, including but not limited to registration and district solid waste flow control provisions, and (ii) operation and design requirements for rail facilities required by such regulations.

3.3.3 Regulatory Requirements Relating To Transportation Services

The Successful Bidder shall be responsible for compliance at all times with all applicable local, state and federal laws and regulations relating to the transportation of Acceptable Waste to the disposal facility utilized by the Bidder in providing Combined Services. As such, the Successful Bidder is obligated to obtain and/or maintain all necessary permits, approvals and/or registrations necessary to transport the Acceptable Waste to the Disposal Facility(ies). The Successful Bidder must comply with all applicable regulations, policies and interpretations of the NJDEP (or such other State environmental agency of the host jurisdiction), as well as court decisions concerning licensure in the State of New Jersey (or such other applicable host jurisdiction) and be responsible for assuring that all such licenses are held by the Bidder to the extent required under the terms of such NJDEP regulations and court decisions (or such other applicable host jurisdiction).

If, during the Term of the Combined Services Agreement, additional permits, licenses, or approvals are required or compliance with additional governmental requirements are required, the Successful Bidder is obligated to apply for such additional permits, licenses or approvals or comply with such additional requirements on a timely basis.

At the time the Bid is submitted, the Bidder will be required to demonstrate (as part of the Technical Bid) an ability to satisfy the requirements of the Bid Specifications and the Combined Services Agreement with respect to regulatory permits, licenses or approvals. Copies of all applicable permits and licenses must be provided to the Authority.


3.4 REQUIREMENTS RELATING TO LANDFILLS

3.4.1.1 Technical Requirements Relating To Landfills

3.4.1.2 Design and Construction Requirements

With respect to any Landfill(s) utilized by the Successful Bidder in providing Combined Services, Acceptable Waste shall be disposed of in a permitted, environmentally secure, Landfill(s). As such, the Landfill(s) proposed by the Bidder submitting a Bid for the provision of the Combined Services must be designed and constructed in accordance with the minimum technical requirements set forth below. The technical portion of the Bid (the “Technical Bid”) for the provision of the Combined Services must evidence satisfaction of, and compliance with, the minimum technical requirements set forth herein.

3.4.1.3 Landfill(s)

The Landfill(s) proposed by the Bidder must, at a minimum, satisfy the following technical requirements:

1. Design and Construction. Landfill(s), at a minimum, must be designed and constructed so that any newly-constructed or planned expansions shall comply with the requirements of applicable USEPA regulations or applicable USEPA approved state regulations for solid waste disposal facilities. Such requirements are set forth in the USEPA Solid Waste Disposal Criteria: Final Rule, 40 CFR, Parts 257 and 258, as published in the Federal Register on October 9, 1991. Such regulations are incorporated by reference herein as if set forth herein in full.

2. Location. The Landfill(s) shall be located within a stable geologic area and should not be within one half (1/2) mile of a public ground water supply well or directly over an aquifer used for potable drinking water purposes.

3. Scales. Permanent truck scales shall be provided at the entrance to the Landfill(s) and shall be capable of providing receipts clearly delineating gross and tare weights of hauling vehicles.

4. Liner. Each Landfill must have a liner system. The liner system shall be designed and constructed in accordance with the regulations, standards, guidelines, performance criteria or other requirements of the regulator agencies having jurisdiction over the issuance of permits to the Landfill(s).


5. Leachate Collection System. A leachate collection system is required above the primary liner system. The leachate collection system shall consist of a free draining material and may include sand, gravel, geonets, and piping. The leachate collection system must be capable of maintaining a maximum hydraulic head over the liner of twelve (12) inches or less.

6. Leachate Disposal. Leachate shall be treated on-site in a permitted treatment facility or discharged to an off-site treatment facility that is permitted to accept such leachate by the agencies having jurisdiction over said treatment facility.

7. Groundwater Monitoring. Groundwater monitoring wells shall be in place around the Landfill(s). At least one (1) monitoring well upgradient from the site and two 92) monitoring wells downgradient from the site shall be in use. In addition, a regular sampling and testing program must be utilized to verify that no groundwater contamination results from the activities and operation of the Landfill(s).

8. Permits. The Landfill(s) shall at all times during the term of the Combined Services Agreement maintain an active permit for operation as a sanitary landfill. Copies of operating permit documents shall be submitted to the Authority, including any original documents and/or permit modifications. Copies of all environmental compliance or inspection reports for the previous three years (including any notices of violations) shall be submitted to the Authority.

9. Experience. Each Bidder submitting a Bid for the provision of the Combined Services is required to submit a fully completed Form A-7, Statement of Relevant Experience.

3.4.1.4 Operating Requirements for Landfills

The Owner(s)/Operator(s) of the Landfill(s) shall comply with all applicable laws in connection with the operation of the Landfill(s) and shall:

1. Operate the Landfill(s) during the hours from (at a minimum) 6:00 a.m. to 7:00 p.m. (or such other times specified in its permits) on Mondays through Saturdays, except on legal holidays; provided however, that in the event that the hours of operation set forth in the applicable permits are different than the above-minimum hours, the hours set forth in the permits shall constitute the minimum operating hours for purposes of the Combined Services Agreement;

2. Take such actions as are required to enable the Authority to dispose of Acceptable Waste at the Landfill(s), and to the extent the Landfill(s) is (are) not


available for disposal of Acceptable Waste because the necessary regulatory approvals have not been obtained, the Owner(s)/Operator(S) shall provide for the disposal of Acceptable Waste at an alternate facility at no extra cost to the Authority.

3. Take all actions required to bury, cover or otherwise process all Acceptable Waste deposited in the Landfill(s);

4. Provide such security measures with respect to the Landfill(s) as are reasonably required for facilities of like size and character;

5. Verify the accuracy of the scales (on an annual basis) in the manner required by the terms of the Combined Services Agreement;

6. Maintain books and records and produce reports in the manner and at the times required by the Combined Services Agreement;

7. Take such actions, or refrain from taking such actions, with respect to accepting, handling and disposing of Acceptable Waste that may be classified as Hazardous Waste in accordance with the terms set forth in the Combined Services Agreement.

8. Comply with all permit and other environmental obligations and limitations relating to the disposal of any solid waste at the Landfill(s); and

9. Comply with all regulatory and financial requirements regarding closure and post-closure care of the Landfill(s).

3.4.2 Regulatory Requirements Related to The Operation of a Landfill

The Successful Bidder shall be responsible for ensuring compliance at all times with all applicable local, sate and federal laws and regulations relating to the design, construction and operation of any Landfill(s) utilized in connection with the provision of Combined Services. As such, the Successful Bidder must demonstrate (at the time of Bid submission and thereafter) that all necessary permits have been obtained or will be obtained for sufficient permitted and uncommitted capacity to provide for disposal of all Acceptable Waste at such Landfill(s).

If, during the Term of the Combined Services Agreement, additional permits, licenses or approvals are required or compliance with additional governmental requirements are required, the Owner/Operator is obligated to apply for such


additional permits, licenses or approvals or comply with such additional requirements on a timely basis.

At the time the Bid is submitted, the Bidder will be required to demonstrate (as part of the Technical Bid) its ability to satisfy the requirements of the Bid Specifications and the Combined Services Agreement or with respect to regulatory permits, licenses or approvals. Specifically, copies of all applicable permits, licenses or approvals must be provided to the Authority as part of the Bid. If the Landfill(s) is (are) located in a state that has enacted statutory or other guidelines or limitations on the disposal of solid waste generated from outside such state, the Bid must include evidence of the ability of the Owner/Operator to comply with the terms of such statutory or other guideline with respect to disposal of Acceptable Waste at the Landfill(s).


SECTION 4

CONTRACTUAL AND FINANCIAL REQUIREMENTS

4.1 PERFORMANCE AND FINANCIAL RESPONSIBILITIES

4.1.1 Security for Performance of Successful Bidder

In order to provide security to the Authority for the performance by the Successful Bidder of the obligations under the Combined Services Agreement, the Successful Bidder must provide one of the following forms of security, selected at the option of the Bidder: (i) a Performance Letter of Credit or (ii) a Performance Bond, as described below. Said performance bond or letter of credit must be provided to the Authority by the Successful Bidder subsequent to notice of award, but prior to contract execution. At the time of Bid submission, all Bidders are required to submit consent of either a surety or bank indicating that such surety or bank will provide the performance bond or letter of credit, as appropriate, if the Bidder is selected to perform the services.

4.1.1.1 Performance Letter of Credit

In the event that a Performance Letter of Credit is provided, such Letter of Credit shall be in effect for the term of the Combined Services Agreement commencing on the Commencement Date, and shall be in the amount of $2,500,000 per year for years one through three of the Combined Services Agreement and $1,500,000 per year for the years four and five of the Combined Services Agreement. Such Performance Letter of Credit shall be provided to the ECUA by the Successful Bidder subsequent to notice of award, but prior to contract execution in the form set forth in Form A-13, and shall be provided by a bank or financial institution having a credit

rating for its long-term debt of at least “A,” or the equivalent thereof, from a

notionally recognized credit rating. The content of such Performance Letter of Credit

shall be as set forth in Form A-13. Such Performance Letter of Credit shall not

contain any conditions to the obligations of the bank or financial institution issuing

same other than as expressly provided in Form A-13.

The Performance Letter of Credit may be an annually renewable letter of credit in lieu of a five (5) year letter of credit. If the Successful Bidder provides an annually renewable Performance Letter of Credit, the bank issuing such Performance Letter of Credit must provide the ECUA with sixty (60) days prior written notice of intention not to renew such Performance Letter of Credit in the following year. In that event, the Successful Bidder must provide a substitute Performance Letter of Credit and


must submit to the ECUA, within seven (7) days of the receipt of the bank’s notice to the ECUA that it will not renew the existing Performance Letter of Credit, a Consent of Bank (n the form set forth in Form A-12) verifying that a substitute Performance Letter of Credit in the same amount and under the same terms and conditions will be provided upon cancellation or termination of the original Performance letter of Credit. Failure to provide such Consent of Bank within such seven (7) day time frame will entitle the ECUA to terminate the Combined Services Agreement on such 7th day, without further notice to the Successful Bidder and to draw upon the existing Performance Letter of Credit for the full amount thereof.

Such Performance Letter of Credit will be drawn upon in full and in accordance with its terms and only upon the occurrence of an Event of Default by the Successful Bidder.

At the time of Bid submission, all Bidders that will be providing a Performance Letter of Credit are required to submit consent of bank in the form set forth in Form A-12 indicating that such bank will provide the letter of credit, if the Bidder is selected to perform the services.

4.1.1.2 Performance Bond

In the event that a Performance Bond is provided by a Successful Bidder in lieu of a Performance Letter of Credit, such Performance Bond shall be for the term of the Combined Services Agreement commencing on the Commencement Date, and shall be in the amount of $2,500,000 per year for years one through three of the Combined Services Agreement, and $1,500,000 per year for the years four and five of the Combined Services Agreement. Such Performance Bond shall be in the form set forth in Form A-11, and shall be obtained from a surety that is authorized to do

business in the State of New Jersey that satisfies the requirements set forth in N.J.S.A.

2A:44-143(1)(b) and that is listed in the United States Treasury Department Circular

570. Such Performance Bond shall not contain any conditions to the obligations of

the surety company(ies) issuing such Performance Bond, other than as expressly

provided in Proposal Form A-11.

Such Performance Bond will be drawn upon by the ECUA in accordance with its terms and only upon the occurrence of an Event of Default by the Successful Bidder under the terms of the Operating Agreement. The amount of such draw shall be in the Performance Bond Amount.

The Performance Bond may be an annually renewable bond in lieu of a five (5) year bond. If the Successful Bidder provides an annually renewable Performance Bond, the Surety issuing such Performance Bond must provide the ECUA with sixty


(60) days prior written notice of intention not to renew such Performance Bond in the following year. In that event, the Successful Bidder must provide a substitute Performance Bond and must submit to the ECUA, within seven (7) days of the receipt of the Surety’s notice to the ECUA that it will not renew the existing Performance Bond, a Consent of Surety (in the form set forth in Forms A-10) verifying that a substitute Performance Bond in the same amount and under the same terms and conditions will be provided upon cancellation or termination of the original Performance Bond. Failure to provide such Consent of Surety within such seven (7) day time frame will entitle the ECUA to terminate the Combined Services Agreement on such 7th day, without further notice to the Successful Bidder, and to draw upon the existing Performance Bond for the full amount thereof.

Such Performance Bond will be drawn upon in full and in accordance with its terms and only upon the occurrence of an Event of Default by the Successful Bidder.

At the time of Bid submission, all Bidders that will be providing a Performance Bond are required to submit consent of surety in the form set forth in Form A-10 indicating that such surety will provide the Performance Bond, if the Bidder is selected to perform the services.

4.1.1.3 Performance Guaranty Executed by Public Taxing Authority

In the event the Successful Bidder is a public body, such Successful Bidder may elect to provide a Performance Guaranty executed by a Public Taxing Authority. For the purposes of this section, a Public Taxing Authority means a public body that is authorized and empowered by Applicable Law to levy ad valorem taxes upon all the taxable property within the jurisdiction of such public body. In the event that such Successful Bidder provides a Performance Guaranty executed by a Public Taxing Authority, in lieu of a Performance Letter of Credit or Performance Bond, such Performance Guaranty shall be in effect for the term of the Services Agreement, commencing on the Commencement Date. The amount of such Performance Guarantee shall be a minimum of $2,500,000 per year for years one through three of the Combined Services Agreement and $1,500,000 per year for the years four and five of the Combined Services Agreement.

The Performance Guaranty may be an annually renewable guaranty in lieu of a five (5) year guaranty. Public body Bidders electing to provide a Performance Guaranty executed by a Public Taxing Authority shall, at the time of submission of their respective Bids, submit a form of Performance Guaranty duly executed by the Public Taxing Authority, which shall unconditionally guarantee the Successful Bidder's performance under the Combined Services Agreement, and which shall contain terms and conditions


as may reasonably be satisfactory to ECUA. The executed Performance Guaranty shall be accompanied by an opinion of counsel to the Public Taxing Authority which, at a minimum, states that such Public Taxing Authority is authorized to issue such Performance Guaranty, and that the Performance Guaranty has been issued in accordance with Applicable Law.

4.2 FINANCIAL QUALIFICATIONS

4.2.1 General

(a) In addition to providing a Performance Letter of Credit or Performance Bond, the Bidder (or to the extent applicable, the Guarantor) who is to provide Combined Services for all Acceptable Waste must satisfy the following minimum financial criteria at the time of Bid Submission:

The Bidder shall demonstrate (i) its financial position and (ii) ,that it (or to the extent applicable, the Guarantor) shall not have had any material adverse changes in its financial position since the end of its most recent Fiscal Year, as evidenced by the Accountant’s Review Report prepared by an independent certified public accountant (hereinafter referred to as the “Minimum Financial Criteria”).

(b) In the event the Successful Bidder is a joint venture, one of the joint venturers or other entity must meet all of the Minimum Financial Criteria set forth in subsection (a) above. In that event, the Minimum Financial Criteria will be met if one of the joint venture partners (or other entity serving as Guarantor) who meets the Minimum Financial Criteria assumes joint and several liability for all obligations of the joint venture. In the event that a related entity, other than the Successful Bidder, satisfies all of such Minimum Financial Criteria, such entity must provide an executed Guarantor Agreement pursuant to which such entity will fully guarantee all of the obligations of the Successful Bidder in the form set forth in Form A-17.

In the event that the Bidder (or one of the joint venture partners or other entity serving as Guarantor) has been organized and operating or less than two (2) years, such Bidder (or joint venture partners other entity serving as Guarantor) must satisfy the Minimum Financial Criteria as set forth in subsection (a) above for the period of time it has been organized and operating.

(c) In order to demonstrate compliance with the Minimum Financial Criteria set forth in subsection (a) above, the Bidder (or, to the extent applicable, its Guarantor) must submit, at a minimum, financial statements reviewed by an independent certified public accountant under generally accepted accounting principles, with full disclosure, and such financial statements shall be accompanied by an


Accountant’s Review Report. Such financial statements must be submitted for each of the Bidder’s two most recent fiscal years (2013 and 2014) or if the Bidder has been in business for less than two (2) years for that period of time said Bidder has been in existence.


SECTION 5

INSTRUCTIONS FOR PREPARATION AND SUBMISSION OF BIDS

5.1 GENERAL PROVISIONS

5.1.1 Submission of Bids, Time and Place of Bid Opening

Bids shall be received at the ECUA's Administrative offices, Leroy F. Smith Jr. Public

Safety Building, 60 Nelson Place, 6th Floor, Newark, NJ 07102, on October 15, 2015 at 2:00 p.m. (New York City time). Three (3) copies of the Bid shall be submitted by BY HAND DELIVERY, U.S. MAIL/RETURN RECEIPT REQUESTED OR OVERNIGHT MAIL on or prior to such time to:

The Essex County Utilities Authority

Leroy F. Smith Jr. Public Safety Building

60 Nelson Place, 6th Floor

Newark, NJ 07102 Attention: Elmer J. Herrmann, Jr., Acting Executive Director

At that time, all Bids shall be publicly opened and read aloud in accordance with the provisions of the Local Public Contracts Law.

Bids shall be enclosed in an opaque, sealed envelope or in sealed boxes addressed to the ECUA, and shall be marked with the name and address of the Bidder, and marked as follows:

BID SUBMISSION - COMBINED SERVICES

One (1) copy of the Bid must be clearly marked as the original and must contain the original signature forms, Bid security and other original documents. The remaining two (2) copies may be reproductions. Bidders shall number each set of documents sequentially (numbers 1-3, with number 1 being the original) on the upper right hand corner of each cover.

All Bids submitted will be dated and time-stamped by the Authority upon receipt, but will remain unopened until the time and date established for the Bid opening. Any Bids or portions thereof that are submitted and received after the specified deadline will be marked "received late" and will be returned unopened to the firm submitting same.

The delivery of the Bid to the Authority on the above date and prior to the time


specified herein is solely and strictly the responsibility of the Bidder. The Authority shall not under any circumstances be responsible for the loss of, delay or non-delivery of any Bid sent or delivered, by mall or otherwise, prior to the Bid opening.

Bidders must submit with their Bid all of the documents and information required to be submitted pursuant to these Bid Specifications.

5.1.2 Addenda or Amendments to the Bid Specifications

During the period provided for the preparation of Bids, the Authority may issue addenda or amendments to the Bid Specifications. These addenda will be numbered consecutively and will be distributed to each of the firms who have received a copy of the Bid Specifications. These addenda will be issued by, or on behalf of, the Authority and will constitute a part of the Bid. Each Bidder is required to acknowledge receipt of all addenda at the time of submission of the Bid by submitting Form A-17, executed by the Bidder. All responses to the Bid Specifications shall be prepared with full consideration of the addenda issued prior to the Bid submission date.

5.1.3 Cost of Bid Preparation

Each Bid and all information required to be submitted pursuant to the Bid Specifications shall be prepared at the sole cost and expense of the Bidder. There shall be no claims whatsoever against the Authority, its staff or its consultants for reimbursement for the payment of costs or expenses incurred in the preparation of the Bid or other information required by the Bid Specifications.

5.1.4 Disclosure of Information in Bids

If the Bidder chooses to include material of a proprietary nature in the Bid, the Authority will keep such material confidential to the extent permitted by Applicable Laws. The Bidder must specifically identify the section of its Bid that contains such information by properly marking the applicable pages. Preferably, any sections which contain material of a proprietary nature shall be severable or removable from the Bids to assist the Authority In protecting this information. Bidders also shall Include the following notice in the introduction of the relevant Bid: "The data on pages _____ identified by _____ (symbol) and labeled "Proprietary Information," contain information that is a trade secret and/or which, if disclosed, would cause substantial injury to (Bidder's) competitive position. (Bidder) requests that such data be used only for the evaluation of the Bid, and understands that disclosure will be limited only to the extent that the Authority determines it proper or to the extent that the Authority deems disclosure necessary according to law. If a


contract is awarded to (Bidder), the Authority will have the right to use or disclose the data as provided in the applicable agreement executed with the Bidder."

The Authority will use its best efforts to prevent the unauthorized disclosure of this information in applying the proprietary standard to marked data. However, the Authority will assume no liability for any loss, damage, or injury that may result from any disclosure or use of marked data or any disclosure of this or other information during the review of the Bids.

Notwithstanding the above, Bid forms (including cost information) will not, under any circumstances, be considered proprietary or confidential information. However, prior to the execution of the Combined Services Agreement relating to such Bid, such information will be subject to the non-disclosure requirement.

5.1.5 Withdrawal

A Bidder may withdraw a Bid prior to the date and time set for the opening of the Bids provided that a written request to withdraw the Bid is hand delivered to the Authority, by or on behalf of, an accredited representative of the Bidder, or the request is delivered by certified U.S. Mail. The request to withdraw the Bid must be received by the Authority prior to the commencement of Bid opening. Once the opening of Bids has commenced, Bidders may not withdraw their Bids for a period of sixty (60) days.

5.1.6 Disposal of Bids

All Bids are the property of the Authority and will not be returned. At the conclusion of the procurement process, the Authority may dispose of any and all copies of Bids received in whatever manner it deems appropriate. However, prior to such disposal the Authority will use its best efforts to prevent the unauthorized disclosure of proprietary information, provided same is properly identified in accordance with the provisions of Section 5.1.4 of the Bid Specifications. In no event will the Authority assume liability for any loss, damage or injury that may result from any disclosure or use of marked data which occurs prior to the disposal of Bids.

5.1.7 Bid Security or Bid Bond

A Bid security, in the amount of $20,000.00, payable to the Authority, must accompany each Bid that is submitted. At the option of the Bidder, the Bid security may be in the form of certified check, cashier's check or bid bond payable to the ECUA. Such Bid Security or Bid Bond shall be in substantially the form set forth in Form A-2 and Form A-3, respectively. The Bid Bond shall be obtained from a surety(ies)


that is (are) authorized to do business in the State of New Jersey, that satisfies the

requirements set forth in N.J.S.A. 2A:44-141 (1)(b) and that is listed in the United

States Treasury Department Circular 570. Such Bid Bond shall not contain any

conditions to the obligations of the surety company(ies) issuing such Bid Bond, other

than as expressly provided in Proposal Form A-3.

Surety Bonds that are signed by an Attorney-in-Fact shall be accompanied by an executed and certified Power-of-Attorney.

The Bid security shall be returned to all but the three lowest, responsible, responsive Bidders within twenty (20) business days, or soon thereafter, after the Bid opening. After selection of the Successful Bidder, the Bid security submitted by the two unsuccessful Bidders will be returned within three (3) business days after execution of the Agreement by and between the Authority and such Successful Bidder. The bid security of the Successful Bidder will be returned upon submission of a Performance Bond or Performance Letter of Credit, as appropriate.

5.1.8 Insurance Requirements

Subsequent to contract award, but prior to the Commencement Date, the Successful Bidder shall provide to the ECUA, at its own expense, the following insurance, together with evidence of such insurance as stated below. Sixty (60) days prior to cancellation or material change or notice of non-renewal or material change in the policies, the Successful Bidder shall give notice to the ECUA, by registered mail, return receipt requested, for all of the following stated insurance policies. The Certificate of Insurance shall state:

Should any of the above described policies be cancelled before the expiration date thereof, the issuing company will mail sixty (60) days written notice to the certificate holder named to the left.

All notices shall name the Successful Bidder and identify the Combined Services Agreement. All policies shall be endorsed naming the ECUA and the County of Essex as additional insureds. All policies shall require that the insured will pay all defense claims and any judgments entered herein. It is expected that all policies will be issued on ah occurrence basis. The ECUA may waive or modify any requirement stated herein If the ECUA, in its sole judgment and discretion, deems it would be in its best interests to do so. (A) Workers' Compensation. The Successful Bidder shall obtain Standard Workers' Compensation Insurance indemnifying the Successful Bidder and the ECUA against any loss arising from liability or injuries sustained by any and all agents, servants, employees of the Successful Bidder who shall be entitled to compensation under


the Workers' Compensation Law of the State of New Jersey or applicable host jurisdiction. If the Successful Bidder is incorporated outside the State of New Jersey, then said policy must include: "Other States' Endorsements." (B) General Liability. The Successful Bidder shall obtain Comprehensive General Liability Insurance on an "occurrence" form with a one million dollars ($1,000,000.00) combined single limit of liability per occurrence and three million dollars ($3,000,000.00) annual aggregate. The Policy shall include the Board Form Endorsement if written on a 1973 Occurrence Form. If written on a 1990 Simplified Occurrence Form, the Policy will contain no endorsements that would limit or eliminate the coverage provided by the ISO version without endorsements and will include ISO Form CG 25 03 11 85. Amendment - Aggregate Limits of insurance (per Project). (C) Automobile Liability. The Successful Bidder shall obtain Automobile Liability Insurance with a minimum combined single limit of liability of one million dollars ($1,000,000.00) per accident. Said Policy must include coverage for owned, non-owned and hired autos. The Policy must also have an MCS-90 endorsement, a true copy of which must be filed with the ECUA. The Successful Bidder shall respond to environmental liability while used motor oil is in transit from a collection site to the Successful Bidder's ultimate destination. The policy must provide for the defense for the first named insured, as well as the ECUA and the County, all of whom are to be endorsed to the policy as additional insured. (D) Disability. The Successful Bidder shall provide proof of compliance with the Disability Benefits Law.

(E) Optional Limits. The Successful Bidder shall obtain Excess or umbrella Liability Policy (to respond in excess of the commercial general liability, employers liability and commercial automobile liability policies) at limits of $1,000,000.00, $2,000,000.00 and $3,000,000.00 combined single limits per occurrence.

(F) Policy Changes. If at any time any of the foregoing policies shall be or become unsatisfactory to the ECUA, as to form or substance, or if a company issuing any such policy shall be or become unsatisfactory to the ECUA, the Successful Bidder shall, upon notice to that effect from the ECUA, within thirty (30) days obtain a new policy, submit the same to the ECUA for approval and submit a Certificate hereof as hereinabove provided. Upon failure of the Contractor to furnish, deliver and maintain such insurance as above provided, this Agreement, at the election of the ECUA, may be forthwith declared suspended, discontinued or terminated. Failure of the Successful Bidder to take out and/or maintain or the taking out and/or maintenance of any required insurance, shall not relieve the Successful Bidder of any liability under the Agreement. All policies required above


shall contain a sixty (60) day notice of cancellation and/or of non-renewal and shall require the insured to notify the ECUA of its intent to either cancel or not to renew immediately.

(G) Insurance Companies. The Successful Bidder shall use an insurance company(ies) that has (have) an A.M. Best Company rating of at least A+. The ECUA, in its sole judgment and discretion, if it considers if appropriate to do so, may allow the Successful Bidder to utilize and insure with a rating less than A+. All such requests must be forwarded to the ECUA for its review and approval. The Successful Bidder shall use an insurance company(ies) that is (who are) authorized to underwrite insurance risks for the specific line(s) of coverage by the Department of Insurance of the State of New Jersey or the applicable host jurisdiction.

(H) Contractual Liability Insurance. The Successful Bidder shall be required to agree to indemnify, defend, and hold harmless the ECUA and the County of Essex, and their respective officers, agents, contractors, subcontractors, servants and employees, from and against any and all claims, demands, suits, proceedings, liabilities, judgments, awards, losses, damages, costs and expenses, including attorneys' fees, because of bodily injury, sickness, disease or death, sustained by any person or persons or injury or damages to, or destruction of, any property directly or indirectly arising out of, relating to, or in connection with the work, whether or not due or claimed to be due, in whole or in part, to the active, passive or concurrent negligence or fault of the Successful Bidder, its officers, agents, servants, or employees and/or any other person or persons and whether or not such claims, demands, suits or proceedings are just, unjust, groundless, false, or fraudulent.

The Successful Bidder shall furnish evidence to the ECUA that with respect to accomplishing the work in the Combined Services Agreement, that it carries Contractual Liability Insurance in the amounts specified in Paragraph B above.

(I) Pollution Insurance.

The Policy shall contain Contractor's Pollution Insurance with a minimum single limit of five million dollars ($5,000,000.00) per occurrence with a ten million dollar ($10,000,000.00) annual aggregate. Said Policy shall be written on an occurrence form with a minimum five (5) year sunset clause on coverage for completed operations. The Policy must provide for the defense of the ECUA as a first named insured, as well as its officers, employees, agents and servants, all of whom are to be endorsed to the Policy as additional insureds. The Pollution Insurance Policy must include coverage for the removal, clean-up, and remediation of any and all pollutants at an operation exposure or while in transit due to the negligence of the Contractor. Further, the Policy must provide bodily injury and property damage


liability coverage resulting from or directly related to a pollution event caused by the Contractor.

5.1.9 Consent of Surety or Bank for Performance Bond or Performance Letter

of Credit

At the time of Bid Submission, Bidders shall provide a certificate from a surety company (if the Bidder intends to submit a Performance Bond) or a certificate from a bank or financial institution, as the case may be (if the Bidder intends to submit a Performance Letter of Credit) stating that such surety or bank or financial institution, as the case may be, will provide such Performance Bond or Performance Letter of Credit, as appropriate, if the Bidder is selected by the Authority to provided the services covered by its Bid. The certificates from the surety shall be in the form set forth in Form A-10. The certificates from the bank or financial institution, as the case may be, shall be in the form set forth in Form A-12. Such certificate from the surety,

bank or financial institution, as the case may be, shall not contain any conditions to

the obligation of the surety company, bank or financial institution issuing same,

other than as expressly provided in the applicable Bid form.

5.1.10 Cover Letter and Signature Requirements

Together with each Bid, the Authority must receive one (1) original cover letter on the official letterhead of the Bidder (in form and content exactly as set forth in Form A-1). The entity or entities submitting the Bid also must be the same entity that executes the Combined Services Agreement relating to the services covered by the Bid and must be the entity or entities possessing the legal capability to perform the required services under Applicable Laws and applicable permits, licenses and approvals. The cover letter (Form A-1) must designate the individuals who will be the Bidder's key technical and business employees and who shall be available to respond in a timely fashion to inquires submitted by the Authority and/or its consultants.

A copy of (a) the Certificate of Incorporation and by-laws (for a Bidder that is organized as a corporation), (b) the Partnership Agreement or Limited Partnership Agreement (for a Bidder that is organized as a partnership or limited partnership), and (c) the Certificate of Formation and Operating Agreement (for a Bidder that is organized as a limited liability company; and (d) the joint venture or other agreement (for a Bidder that is organized as a joint venture or other business organization) must accompany the Bid and be attached to the cover letter.


The cover letter (Form A-l) must be signed by an officer of the Bidder who is empowered to sign the Bid and to commit the Bidder to the obligations contained in the Bid Specifications. A certificate attesting to such authorization must be attached to the cover letter. If the Bidder is a partnership, the Bid shall be signed in the name of the firm by one or more of the general partners. If the Bidder is a corporation, the authorized officer shall sign his name and his title beneath the full corporate name, and the Bid shall also bear the seal of the corporation. If the Bidder is a joint venture or other business organization, the Bid shall be signed by all of the joint venture partners or participants or by one or more of such joint venture partners or participants as are expressly authorized to execute such Bid on behalf of the joint venture. Anyone signing the Bid as agent must file with it legal evidence of his or her authority to execute such Bid.

All forms that require signatures of the Bidder shall be signed by the same individual(s) signing the Cover Letter in Form A-1.

5.1.11 Completeness

Each of the instructions set forth in this Section 5 must be followed in order for a Bid to be deemed to be responsive to the Bid Specifications. In all cases, the Authority reserves the right to determine, in its sole discretion, whether any aspect of the Bid meets the submission requirements of the Bid Specifications. The Authority reserves the right to reject any Bid that, in its judgment, does not comply with the submission guidelines set forth in these Bid Specifications or any Bid which includes changes to or modifications of the Bid Forms and/or the Combined Services Agreement. In addition, notwithstanding any of the provisions hereof, to the extent permitted by Applicable Law, the Authority reserves the right to waive any informality in the Bids. 5.1.12 Bid Acceptance or Rejection In addition to the Rights of the Authority in Section 1.5.1 hereof, ANY BIDDER THAT

SUBMITS A BID AND TAKES ANY EXCEPTIONS OR MAKES ANY ADDITIONS TO ANY TERM

OR CONDITION OF THE BID SPECIFICATIONS (INCLUDING THE BID FORMS) OR THE

FORM OF SERVICES AGREEMENT SET FORTH HEREIN MAY BE REJECTED BY THE

AUTHORITY AS NON-RESPONSIVE TO THE EXTENT PERMITTED BY APPLICABLE LAW.

5.2 INTENTIONALLY OMITTED

5.3 CONTENT AND FORM OF BID SUBMISSION


5.3.1 Organization

Bids submitted in response to the Bid Specifications should consist of the following:

VOLUME I: Cover Letter

Bid Forms: General – Appendix A

Bid Forms: Cost Bid – Appendix B

Executed Combined Services Agreement – Appendix C

VOLUME II: Technical Proposal

5.3.2 Form

The Bidder shall provide the appropriate information required for each volume in accordance with the following content and format requirements.

• Each volume and all related information shall be bound as a single document, unless that is impractical, in which case an Appendix document accompanying the volume may be submitted.

• The responses shall be concise, clear, factual, and complete with a minimum of extraneous material.

• The Bid volumes shall be indexed and sectioned and shall be prefaced with a table of contents. To the extent possible, cross referencing to other Bid volumes should be avoided.

• The Bid documents shall be typed or printed (1-1/2 spacing) on 8-1/2” x 11” paper, except for figures or maps which must be prepared at a larger size due to scale requirements in order to be legible. Oversized maps and figures greater than 11” x 17” shall be folded to 8-1/2” x 11” and organized in appendices whenever possible.

5.3.3 Bid Forms

The Bid forms contained in Appendix A and Appendix B specifically enumerate the requirements set forth in these Bid Specifications. A complete set of Bid forms shall be included in the Bid. No modifications of such Bid Forms are permitted. Data from these forms will be used in the Bid evaluations. Each Bidder must fill out all of the forms completely. Use N/A to specify items in the Bid Forms that are not applicable


to the Bidder. If should be noted however, that the failure to fully complete all applicable Bid Forms by incorrectly providing that certain Bid Forms (or portions thereof) are not applicable to a Bidder may result in a determination that the Bid is non-responsive. To provide additional information, use separate sheets following the Bid form format. The Bid Forms set forth set in Appendix A and B should be included in order in Volume I of the Bid.

In cases where a written price is used with a numeric price, the written price will govern.

5.3.4 Financial Qualifications Submissions

In order to assure itself that a Bidder can meet its obligations to the Authority, as described in Section 4 of these Bid Specifications, the Successful Bidder must meet the Minimum Financial Criteria as set forth in Section 4.2.2 (either through satisfaction of the Minimum Financial Criteria set forth in Section 4.2.2 or the Alternate Minimum Financial Criteria set forth in Section 4.2.3 hereof). All Bidders must submit the appropriate financial qualification forms set forth in Form A-9. If a Bidder submitting a Bid is a joint venture or similar business organization, the Minimum Financial Criteria will be met if one of the joint venture partners or other entity assumes joint and several liability and such joint venture partner or other entity meets the Minimum Financial Criteria or the Alternative Minimum Financial Criteria. In addition to the submission of Form A-9, each Bidder must submit the financial information described below. Financial information submitted must be prepared and presented in accordance with Generally Accepted Accounting Principles. 1. If applicable, a copy of the most recent Form 10-K filed with the Securities and Exchange Commission (“SEC”) and all Form 10-Q’s since the last 10-K. 2. A complete set of, at a minimum, financial statements reviewed by an independent certified public accountant under generally accepted accounting principles, with full disclosure. Such financial statements shall be accompanied by an Accountant’s Review Report. Such financial statements must be submitted for each of the Bidder’s two most recent fiscal years (2013 and 2014), or if the Bidder has been in business for less than two (2) years, for that period of time said Bidder has been in existence. 3. If a Bidder submits the combined financial statements of two (2) or more commonly owned (but otherwise unrelated) business entities (in satisfaction of the Minimum Financial Criteria), such combined financial statements, at a minimum, must be reviewed by an independent certified public accountant under generally accepted accounting principles, with full disclosure. Such financial statements


accompanied by an Accountant’s Review Report. In this event, such Bidder shall also submit evidence (in form and content reasonably satisfactory to the Authority) of the legal power of such majority owner to legally bind and commit such unrelated business entities to performance of (or the guarantee) of the obligations of the Bidder under the Bid and the Combined Services Agreement. 4. In the context where such potential Bidder is a subsidiary company whose financial statements are reported on a consolidated basis with the parent company’s financial statements, and the financial statements of the subsidiary are not separately prepared, the Bidder must submit, at a minimum, financial statements reviewed by an independent certified public accountant under generally accepted accounting principles, with full disclosure, and such financial statements shall be accompanied by an Accountant’s Review Report The ECUA will review such financial statements of the parent and all information contained therein relating to the subsidiary Bidder in order to determine if the subsidiary Bidder constitutes a “material subsidiary” of the parent company. If such subsidiary constitutes a ‘material subsidiary” of the parent company, the Authority’s Project Team will review the financial statements of the parent company to determine if such financial statements can be considered to be the equivalent of financial statements of the subsidiary so as to comply with the requirements of the Bid Specifications. If it is determined that such financial statements of the parent company can be utilized to satisfy the requirements of the Bid Specifications, the Authority’s Project Team will thereafter utilize the information set forth in such financial statements concerning the subsidiary Bidder to determine the ratios and other financial criteria called for under the provisions of Section 4.2 hereof. Based upon such review/calculation, the ECUA will determine whether or not the subsidiary Bidder meets the Minimum Financial Criteria. In the event that the financial statements prepared on behalf of the parent company are determined (based upon the above-described review) not to be the equivalent of financial statements of the subsidiary Bidder, the subsidiary Bidder may nonetheless utilize such financial statements for purposes of the Bid Specifications if the parent company agrees to guarantee the performance of the subsidiary Bidder under the terms of the Combined Services Agreement. In such event, the parent company shall execute the applicable Guarantor Agreement (Form A-18). Such executed Guarantor Agreement must be submitted as part of the Bid. If the Successful Bidder qualifies through the financial qualifications of the Bidder’s parent and the Guarantor Agreement is submitted as part of the Bid, the terms of the applicable agreement will be conformed to include appropriate provisions relating to the Guarantor, including the requirement that the


Guarantor maintain the Minimum Financial Criteria or the Alternative Financial Criteria, if applicable, during the Term of the Combined Services Agreement or be subject to the remedies set forth therein. 5. If the financial statements submitted by a Bidder pursuant to the above requirements reflects or references transactions between the Bidder and related parties (i.e. affiliates, subsidiaries, etc.), the Bidder shall also submit with such financial information such supporting documentation and written explanations as are required in order for the Authority to understand and evaluate such related party transactions. Such supporting documentation includes (but is not limited to) copies of loan agreements, leases, contracts, royalty agreements, etc. 6. Full information concerning any material changes in the mode of conducting business, bankruptcy proceedings, and mergers or acquisitions within the past two (2) years, or if Bidder is in business for less than two 92) years, for that period of time in existence, including comparable information for related companies and principals of companies, and any actual and pending litigation in which the Bidder is involved. 7. Copy of State of New Jersey, Business Registration Certificate.

5.3.5 Relevant Experience of Bidder

Each Bidder must complete and submit Form A-7, Statement of Relevant Experience, setting forth the Bidder’s experience in providing the Combined Services.

5.3.6 Volume I: Cost and Contractual Proposal

5.3.6.1 Cost Proposal

Each Bid shall set forth, on the forms provided in Appendix B, the following:

(a) A Unit Price (”UP”) for each Ton of Acceptable Waste for each year of the Combined Services Agreement.

(b) The tonnage capacity for which the Bidder proposes to provide Combined Services under the Combined Services Agreement (which is no case shall be less than 200,000 tons of Acceptable Waste)

(c) The name and location of the Transfer Station and/or Disposal Facility(ies)


which the Bidder intend to utilize in performing Combined Services.

THE AUTHORITY DOES NOT WARRANT OR GUARANTEE THE AMOUNT OF ACCEPTABLE

WASTE TO BE AVAILABLE FOR THE PROVISION OF COMBINED SERVICES.

Reference should be made to Form B-1 for a detailed description of the information required to be submitted.

5.3.6.2 Contract Submission

At the time of Bid Submission, Bidders must submit (i) an executed copy of the Combined Services Agreement executed by a duly authorized representative of the Bidder; (ii) a corporate resolution or other evidence that the signatory to the Combined Services Agreement is duly authorized to execute the same; and (iii) an opinion of Bidder's counsel, in the form attached hereto as Form A-16, that the execution of the Combined Services Agreement is duly authorized and the Combined Services Agreement is enforceable against the Bidder in accordance with its terms.

SUBMISSION OF A SUBSTITUTE COMBINED SERVICES AGREEMENT OR MODIFICATIONS TO THE FORM OF THE COMBINED SERVICES AGREEMENT AS SET FORTH IN APPENDIX C TO THESE BID SPECIFICATIONS IS NOT PERMITTED. Any Bid that includes anything other than an executed copy of the form of the Combined Services Agreement will be deemed non-responsive and disqualified at the sole discretion of the Authority.

5.3.6.3 Transportation Services by Rail

If the Bidder proposes to provide transportation services by rail, as part of its Bid Submission, the Bidder must submit, at the time of Bid Submission, (together with Form A-8, entitled “Equipment and Facility Certification”) one (1) copy of the of any contracts (including subcontracts and leases or other agreements) executed by the Bidder in order to undertake provision of the transportation services by rail.

5.3.6.4 Transfer Station Services.

A. Complete Form A-23

B. Provide the following documents for each Transfer Station at the time of Bid Submission:

(1) a complete copy of all applicable permits, licenses and approvals, with all conditions and any other permits issued in connection with the Transfer Station;


(2) if permit applications are presently pending with respect to the Transfer Station, a complete copy of all such permit applications;

(3) If permit applications are presently pending with respect to the Transfer Station, a complete copy of all comment letters issued by any applicable regulatory agencies;

(4) if the Transfer Station is located In the State of New Jersey, evidence of the Successful Bidder's approved A901 Registration as required by N.J.S.A. 13:1 E-126 et seq. or other such equivalent approval as may be required pursuant to applicable regulations of other host jurisdictions;

(5) a copy of the most recent certification of the Transfer Station's weigh scale facility as required by the New Jersey Department of Law and Public Safety, Office of Weights and Measures or equivalent regulatory authority from other host jurisdictions; and

(6) if the Transfer Station is located in the State of New Jersey, a copy of the certified amendment to the District Solid Waste Management Plan including the subject Transfer Station in the Solid Waste Management Plan of the district where the Transfer Station is located.

5.3.6.5 Transportation Services.

Provide the following documents for each Transfer Station:

1. List of all equipment to be dedicated to the performance of the Transportation Services, including NJDEP registration numbers or other applicable registration numbers from the host jurisdiction, except to the extent otherwise provided above.

2. Copy of Certificate of Public Necessity and Convenience issued by the NJDEP or other applicable permit, license or approval from the host jurisdiction.

3. Copy of ICC Carrier's Certificate.

4. Certification that the Bidder owns and/or controls all equipment to be used in the performance of the Transportation Services, and if the Bidder does not own such equipment, a copy of any lease or license agreements that entitle the Bidder to direct the use of the equipment during the Term of the Combined Services Agreement.


5.3.6.6 Landfill Services.

Provide the following documentation for each Landfill:

1. A complete copy of any permits, licenses or approvals issued in connection with the Disposal Facility(ies) covered by the Bid;

2. A complete copy of all operating rules and regulations relating to the Disposal Facility(ies) covered by the Bid;

3. If permit applications are presently pending with respect to the Disposal Facility(ies) covered by the Bid, a complete copy of all such permit applications;

4. If permit applications are presently pending with respect to the Disposal Facility(ies) covered by the Bid, a complete copy of all comments letters issued by an applicable regulatory agencies;

5. If the Landfill(s) to be utilized for the Combined Services (a) is (are) located within one half (1/2) mile of a public groundwater supply, or (b) is (are) located directly over an aquifer which is used for potable drinking water purposes, the Bidder shall provide the results from samples taken during the previous twelve (12) months from the groundwater monitoring wells described in Section 3.4.2 herein;

6. In the event that the Disposal Facility(ies) is (are) located in a jurisdiction that requires testing or approval of Acceptable Waste from a specific source prior to disposal in the Disposal Facility (ies) proposed in the Bid, a Bidder must provide, at a minimum, the following:

a. A detailed description of the regulatory approval requirements and process, citing specific statutory or regulatory references and including any information required to be supplied by the Authority in order to obtain such approval;

b. The regulatory time frames and the Bidder's schedule for obtaining such approvals, including the date by which information required to be supplied by the Authority pursuant to (1) above must be supplied in order to assure that such regulatory approvals will be obtained prior to January 1, 2016;

c. Identification of properly licensed and permitted disposal sites for the Acceptable Waste if the Successful Bidder's regulatory approvals to dispose of the Acceptable Waste at Disposal Facility(ies) proposed in the Bid are not, or cannot be, obtained on or before January 1, 2016; and


d. Identification of properly licensed and permitted disposal sites for Acceptable Waste if the Acceptable Waste delivered to the Disposal Facility(ies) is deemed to be hazardous; provided however, that if such identification cannot be provided with the Bid, an explanation setting forth the reasons for the inability of the Bidder to provide such information as part of its Bid. In such event, the Bidder will nonetheless be required to provide such information (if selected as the Successful Bidder) no later than thirty (30) days subsequent to execution of the Combined Services Agreement. If the Successful Bidder fails to meet this requirement, the Authority may, at its sole option, terminate the Combined Services Agreement.

7. In the event that any Disposal Facility(ies) proposed in the Bid is (are) located in a jurisdiction(s) that has enacted or proposed any legislation and/or regulations that would limit the amount of solid waste or restricts the amount of out-of-state waste permitted to be disposed of in the Disposal Facility(ies), the following, at a minimum, must be provided:

a. A written description of such limitations and the impact, if any, on the terms and conditions of the Bid.

b. Whether the amount of waste accepted at the Disposal Facility(ies) located within such jurisdiction and proposed in the Bid will cause the amount of waste accepted at such Disposal Facility(ies) to exceed the amount of out-of-state waste permitted under such statute and/or regulation.

c. Whether performance of the Bidder's obligations in accordance with terms and conditions of the Bid Specifications is subject to the receipt of any permit for a new Disposal Facility(ies) or expansion of the existing Disposal Facility(ies). If so, please describe how the Bidder's performance would be affected.

In addition, the Technical Bid shall include any other relevant information relating to such statute and/or regulation that the Bidder believes would be important to the Authority in evaluating the Bid to determine whether such Bid conforms to the requirements of the Bid Specifications.


5.3.7 Volume II: Technical Bid

5.3.7.1 Combined Services

5.3.7.1.1 Combined Services Technical Bid Requirements

The Technical Bid, which shall be submitted as Volume II of the Bid, must describe in detail the proposed technical aspects of the Transfer Station and transportation methods to be utilized in providing Combined Services. The Technical Bid may not attach the minimum technical requirements described in Section 3 hereof to the Bid or make any cross-reference thereto in lieu of a discussion of such requirements in the Technical Bid. The Technical Bid must be an independent document that contains, among other things, adequate information, data and conceptual design drawings to clearly and completely demonstrate that (a) Bidder complies with the requirements described in Section 3 of these Bid Specifications, and (b) the Transfer Station and transportation methods to be utilized in providing Combined Services, at a minimum, will be able to provide the Combined Services outlined in these Bid Specifications and in the Combined Services Agreement. 5.3.7.1.2 Transfer Station The Technical Bid for Combined Services shall, at a minimum, include the following:

(1) A description of the approved truck routes to and from the Transfer Station;

(2) The maximum daily, weekly, monthly and yearly tonnage of

Acceptable Waste for which the Transfer Station has available, permitted capacity, and proposes to, receive, weigh, process and load in accordance with these Bid Specifications;

(3) All equipment to be utilized for the receipt, weighing, storage,

processing or loading of Acceptable Waste, including the manufacturer's name, model number, quantity and operating capacity;

(4) Methods and procedures to be utilized to ensure that only Acceptable

Waste is received at the Transfer Station;

(5) Methods and procedures to be utilized to control odor and the methods and equipment that will be utilized to comply with applicable state and federal air pollution control laws;


(6) Methods and procedures to be utilized to control noise in accordance with the applicable requirements or other such equivalent requirements pursuant to applicable regulations of other host jurisdictions;

(7) Methods and procedures that will be used to control litter on the

Transfer Station site and to prevent litter off-site;

(8) Equipment, methods and procedures to be utilized to prevent and fight fires at the Transfer Station, including the firefighting capacity of the on-site water supply; and

(9) Location and the number of transfer trailers that can be

accommodated at the Successful Bidder's staging area. 5.3.7.1.3 Additional Documents to be Submitted with Combined Services

Technical Bid In addition, Bidder shall submit the following documents, for the Transfer Station, as part of its Technical Bid:

(1) A complete copy of any Environmental Health and Impact Statements, if any, prepared in connection with the Transfer Station;

(2) A complete copy of all applicable permits, licenses and approvals,

with all conditions and any other permits issued in connection with the Transfer Station;

(3) If permit applications are presently pending with respect to the Transfer

Station, a complete copy of all such permit applications;

(4) If permit applications are presently pending with respect to the Transfer Station, a complete copy of all comment letters issued by any applicable regulatory agencies;

(5) A certification of all other commitments (formal or informal) for disposal

of solid waste at the Transfer Station, including customer name, contracted daily or annual capacity, total customer waste processed to date and the contract expiration date;

(6) If the Transfer Station is located in the State of New Jersey, evidence of

the Bidder's approved A901 Registration as required by N.J.S.A. 13:1E-126 et seq., or other such equivalent approval as may be required


pursuant to applicable regulations of other host jurisdictions, if such A901 Registration or equivalent is necessary under Applicable Law;

(7) Copies of the Monthly Tonnage Reports and a summary of the Daily

Tonnage Reports for the previous one (1) year;

(8) A copy of the most recent certification of the Transfer Station's weigh scale facility as required by the New Jersey Department of Law and Public Safety, Office of Weights and Measures or equivalent regulatory authority from other host jurisdictions;

(9) If the Transfer Station is located in the State of New Jersey, a copy of

the certified amendment to the District Solid Waste Management Plan, including the subject Transfer Station in the Solid Waste Management Plan of the district where the Transfer Station is located, if necessary under Applicable Law;

(10) A copy of all contracts currently in place for the acceptance of solid

waste at the Transfer Station; and (11) Copy of Host Agreement or Agreements with respect to the Disposal

Facility proposed to be used by Bidder. 5.3.7.1.4 Transportation The following technical requirements must be complied with and documentation, when required, must be submitted by each Bidder for Combined Services:

(1) Transport vehicles and containers shall be of the following types: roll-off containers, top loading vehicles. All vehicles shall be capable of being completely covered. The Bidder shall, at the time of submission of its Bid, provide evidence showing ownership, lease, or control of all the necessary vehicles, containers, and/or equipment required by the Bid Specifications as set forth in Form A-8. If the Bidder is not the actual owner or lessee of any such equipment, such Bid shall state the source from which the vehicles, containers and/or equipment shall be obtained, and shall be accompanied by a certificate from the owner or person in control of the vehicles, containers and/or equipment that the same will be provided to the Bidder for the duration of the Term of the Combined Services Agreement.

(2) All vehicles, including trailers, and containers used for provision of

transportation services shall be certified by the NJDEP, Division of Solid


Waste Management, or other host jurisdiction and shall have a valid certified registration, if necessary under Applicable Law. In the event that the vehicles and containers intended to be used for the provision of Transportation Services have not, as of the date established for submission of Bids, received valid certified registrations, all such registrations must be received (and evidenced thereof delivered to the Authority) on or prior to the date that the Authority designates the Successful Bidder and is prepared to execute the Combined Services Agreement. In the event that the Successful Bidder is not able to provide evidence of receipt of such valid registrations by such date, the Authority reserves the right, at its sole option, not to award the

Combined Services Agreement to such Bidder.

(3) If a vehicle or container does not conform to Applicable Laws or to these Bid Specifications at any time during the performance of Combined Services, the Bidder will be obligated to supply a conforming vehicle or container to carry the nonconforming vehicle or container's load within four (4) hours.

(4) All vehicles or containers shall be covered at all times from completion

of loading at the Transfer Station until weighing at the disposal facility provided as part of the Combined Services. The Bidder shall have means of ensuring that the vehicles or containers do not litter the highways.

(5) All vehicles and containers shall have gasketed doors and shall be

watertight to prevent seepage of water or wet Acceptable Waste onto the roadways.

(6) The Successful Bidder must have been engaged in the business of

transporting solid waste for a period of one (1) year prior to the date established for the submission of Bids.

(7) All rail transport containers shall be capable of being completely

covered. The Bidder shall, at the time of submission of its Bid, provide evidence showing ownership, lease, or control of all the necessary equipment required by the Bid. If the Bidder is not the actual owner or lessee of any such equipment, such Bid shall state the source from which the equipment shall be obtained, and shall be accompanied by a certificate from the owner or person in control of the equipment that the same will be provided to the Bidder for the duration of the Term of the Combined Services Agreement.


(8) All rail transportation equipment (including containers) used in connection with provision of the transportation services shall be certified by NJDEP, Division of Solid Waste Management, or other regulatory agency of the host jurisdiction, and shall have a valid certified registration, if necessary under Applicable Law. In the event that the vehicles and containers intended to be used for the provision of transportation services have not, as of the date established for submission of bids, received valid certified registrations, all such registrations must be received (and evidence thereof delivered to the Authority) on or prior to the date that the Authority designates the Successful Bidder and is prepared to execute the Combined Services Agreement. In the event that the Successful Bidder is not able to provide evidence of receipt of such valid registrations by such date, the Authority reserves the right, at its sole option, not to award the Combined Services Agreement to such Bidder.

(9) If a container (or other equipment) does not conform to Applicable

Laws at any time during the performance of Combined Services, the Bidder shall supply a conforming container (or equipment) to carry the nonconforming container's load within four (4) hours.

(10) All containers shall be covered at all times from completion of loading

until unloading. The Bidder shall have means of ensuring that the containers do not litter the railways.

(11) All vehicles, trailers, and/or containers shall have gasketed doors and

shall be watertight to prevent seepage of water or wet Acceptable Waste onto the railways.

(12) List of all equipment to be dedicated to the performance of the

transportation services, including NJDEP registration numbers or other applicable registration numbers from the host jurisdiction, except to the extent otherwise provided above.

(13) Copy of Certificate of Public Necessity and Convenience issued by the

NJDEP or other applicable permit, license or approval from the host jurisdiction, if necessary under Applicable Law.

(14) Copy of federal Carrier's Certificate, if necessary under Applicable

Law; and

(15) Certification that the Bidder owns and/or controls all equipment to be used in the performance of the transportation services, and if the


Bidder does not own such equipment, a copy of any lease or license agreements that entitle the Bidder to direct the use of the equipment during the Term of the Combined Services Agreement.

5.3.7.2 Disposal Services 5.3.7.2.1 Combined Services Technical Bid Requirements The Technical Bid, which shall be submitted as Volume II of the Bid, must describe in detail the proposed technical aspects of the Disposal Facility(ies) to be utilized in providing Combined Services. The Technical Bid may not attach the minimum technical requirements described in Section 3 hereof to the Bid or make any cross-reference thereto in lieu of a discussion of such requirements in the Technical Bid. The Technical Bid must be an independent document that contains, among other things, adequate information, data and conceptual design drawings to clearly and completely demonstrate that (a) the Bidder complies with the requirements described in Section 3 of these Bid Specifications, and (b) the Disposal Facility(ies) to be utilized in providing Combined Services, at a minimum, will be able to provide the Combined Services, as the case may be, outlined in these Bid Specifications and in the Combined Services Agreement. 5.3.7.2.2 Landfills If the Bid submitted for Combined Services relies upon use of a Landfill(s), the Technical Bid, at a minimum, shall describe the following:

1. The landfill liners;

2. The leachate collection and treatment system;

3. The operating protocol for the scales at the Landfill(s);

4. Arrangements and protocol for final cover and deactivation of the Landfill(s);

5. Number, location, type and current sampling frequency of

groundwater monitoring wells;

6. The protocol for handling and disposing of Acceptable Waste classified as Hazardous Waste, including identification of the Disposal Facility(ies) proposed to be utilized by the Successful Bidder; provided however, that if such Disposal Facility(ies) is not so identified, the Authority may (in its sole discretion) determine either to reject such Bid


as being non-responsive or accept such Bid. Reference should be made to the discussion concerning the Authority's rights with respect to this matter, as set forth in Section 3 hereof;

7. The one way mileage to the Landfills, identifying the route or routes to

be taken. Such routes must conform to all applicable local, state, and federal regulations and requirements regarding truck or vehicle passage and the hauling of containers; ;

8. The distance of the Landfill(s) from a public groundwater supply and a

statement as to whether or not such Landfill(s) is (are) located directly over an aquifer which is used for potable drinking water purposes; and

9. The date of purchase or lease of the Landfills (or the real property

upon which same are constructed) and identification of the person or entity from whom such Landfills (or such real property) was acquired or leased.

5.3.7.2.3 Additional Documents to be Submitted with Combined Services

Technical Bid In addition to the above requirements, the Technical Bid must also provide all relevant technical information concerning the Disposal Facility(ies) proposed to be utilized in providing Combined Services. Each Bidder shall include the following documents as part of its Technical Bid:

1. A complete copy of any Environmental Health and Impact Statements, if any;

2. A complete copy of any permits, licenses, or approvals issued in

connection with the Disposal Facility(ies) covered by the Bid;

3. A complete copy of all operating rules and regulations relating to the Disposal Facility(ies) covered by the Bid;

4. If permit applications are presently pending with respect to the

Disposal Facility(ies) covered by the Bid, a complete copy of all such permit applications;

5. If permit applications are presently pending with respect to the

Disposal Facility(ies) covered by the Bid, a complete copy of all comments letters issued by an applicable regulatory agencies;


6. If the Combined Services are to be provided through the use of Landfill(s) and if the Landfill(s) (a) is (are) located within ½ mile of a public groundwater supply, or (b) is (are) located directly over an aquifer which is used for potable drinking water purposes, the Bidder shall provide the results from samples taken during the previous twelve (12) months from the groundwater monitoring wells described in Section 3.4.2 herein;

7. A certification, executed by the Bidder, stating: (1) the types of

categories of Acceptable Waste permitted to be disposed of in the Disposal Facility(ies), and (2) the maximum daily amount of Acceptable Waste that the Disposal Facility(ies) is(are) permitted to accept;

8. A certification of all other commitments (formal or informal) for disposal

of solid waste at the Disposal Facility(ies); and 9. Copy of Host Agreement or Agreements with respect to the Disposal

Facility proposed to be used by Bidder. 5.3.7.2.4 Regulatory Approval Requirements for Disposal of Acceptable Waste

In the event that the Disposal Facility(ies) is(are) located in a jurisdiction that requires testing or approval of Acceptable Waste from a specific source prior to disposal in the Disposal Facility(ies) proposed in the Bid, a Bidder must provide, at a minimum, the following:

(1) A detailed description of the regulatory approval requirements and process, citing specific statutory or regulatory references and including any information required to be supplied by the Authority in order to obtain such approval;

(2) The regulatory time frames and the Bidder's schedule for obtaining

such approvals, including the date by which information required to be supplied by the Authority pursuant to (1) above must be supplied in order to assure that such regulatory approvals will be obtained prior to the Commencement Date; and

(3) Identification of properly licensed and permitted disposal sites for the

Acceptable Waste if the Successful Bidder's regulatory approvals to dispose of the Acceptable Waste at Disposal Facility(ies) proposed in the Bid are not, or cannot be, obtained on or before the Commencement Date; and


(4) Identification of properly licensed and permitted disposal sites for

Acceptable Waste if the Acceptable Waste delivered to the Disposal Facility(ies) is deemed to be hazardous; provided however, that if such identification cannot be provided with the Bid, an explanation setting forth the reasons for the inability of the Bidder to provide such information as part of its Bid. In such event, the Bidder will nonetheless be required to provide such information (if selected as the Successful Bidder) no later than thirty (30) days subsequent to execution of the Combined Services Agreement. If the Successful Bidder fails to meet this requirement, the Authority may, at its sole option, terminate the Combined Services Agreement.

5.3.7.2.5 Statutory or Regulatory Requirements Relating to Disposal Facility(ies)

and Delivery of Solid Waste from Other Jurisdictions

In the event that any Disposal Facility(ies) proposed in the Bid is(are) located in a jurisdiction(s) that has enacted or proposed any legislation and/or regulations that would limit the amount of solid waste or restricts the amount of out-of-state waste permitted to be disposed of in the Disposal Facility(ies), the following, at a minimum, must be provided:

(1) A written description of such limitations and the impact, if any, on the terms and conditions of the Bid;

(2) Whether the amount of waste accepted at the Disposal Facility(ies)

located within such jurisdiction and proposed in the Bid will cause the amount of waste accepted at such Disposal Facility(ies) to exceed the amount of out-of-state waste permitted under such statute and/or regulation; and

(3) Whether performance of the Bidder's obligations in accordance with

terms and conditions of the Bid Specifications is subject to the receipt of any permit for a new Disposal Facility(ies) or expansion of the existing Disposal Facility(ies). If so, Bidder must describe how the Bidder’s performance would be affected.

In addition, the Technical Bid shall include any other relevant information relating to such statute and/or regulation that the Bidder believes would be important to the Authority in evaluating the Bid to determine whether such Bid conforms to the requirements of the Bid Specifications.


5.4 INFORMATION TO BE SUBMITTED TO THE AUTHORITY

5.4.1 Information Required to be Submitted with the Bids

The following sets forth the forms and information to be provided with each Bid at the time of submission, which is provided solely for the convenience of the Bidders and is not intended to be comprehensive. Each Bidder should refer to Sections 1, 2, 3, 4 and this Section 5 herein for a complete listing and explanation of all information to be submitted with its Bid.

A) Forms Required from all Bidders at the Time of Bid Submission

1. Bidder Information/Cover Letter Form (Form A-1) 2. Bid Security or Bid Bond (Form A-2 or A-3) 3. Consent of Surety (for Performance Bond) or Consent of Bank (for

Performance Letter of Credit) (Form A-10 or A-12) 4. Ownership Disclosure Statement (Form A-4) 5. Non-Collusion Affidavit (Form A-5) 6. Consent to Investigation (Form A-6) 7. Statement of Financial Qualifications (Form A-9) 8. Acknowledgement Receipt of Addenda (Form A-18) 9. Cost Proposal (Form B-1) 10. Statement of Relevant Experience (Form A-7) 11. Equipment and Facility Certification (Form A-8) 12. Form of Opinion of Bidder’s Counsel Regarding Enforceability of the

Combined Services Agreement (Form A-16) 13. List of Equipment (Form A-19) 14. Certification of Owner of Equipment Not Owned or Controlled by Bidder

(Form A-20)


15. Affirmative Action Fact Sheet (Form A-21) 16. Landfill Questionnaire (Form A-22) 17. Transfer Station Questionnaire (Form A-23) 18. Transportation Certification (Form A-24) 19. Proposed Subcontractors (Form A-26) 20. Affidavit of Non-Debarred Status (Form A-27) 21. Certification as to Status of Permits Required Under Contract (Form A-28) 22. Guarantor Agreement, if applicable (Form A-17) 23. Surety Disclosure Statement and Certificate (Form A-25)

24. Certification as to the American with Disabilities Act (Form A-29)

25. Certification of Non-Involvement in Prohibited Activities in (Form A-30)

B) Additional Information to be Included with Bid at the Time of Bid Submission:

1. A statement signed by Bidder setting forth each violation of an environmental law or regulation for which Bidder has been cited during the past five years, if any. In the event that violations have occurred, attach a copy of each violation, citation or notice, as well as any agreements or orders, including consent orders, resulting therefrom. Bidder shall include an explanation regarding the violation(s), setting forth any mitigating facts.

2. Corporate resolution or other evidence of authorization to execute. Bidder’s Information/Cover Letter (Form A-1) shall be completed in full, in accordance with the requirements of Section 5.1.10.

3. Statement regarding description of regulatory requirements or laws that affect the provision of the Combined Services.

4. Financial Statements (with Form A-9) See Section 5.3.4 hereof.

5. If applicable, most recent Form 10-K and all Form 10-Q’s since last Form 10-K (with Form A-9).


6. Statement regarding any material changes in the Bidder's (or, to the extent applicable, the Guarantor) mode of conducting business, bankruptcy proceedings, and mergers and acquisitions within the past three years, to the extent applicable.

7. If applicable, copy of partnership, joint venture or similar agreement (with Form A-9).

8. Organizational Chart of Bidder, identifying positions and persons occupying positions.

9. Copy of executed Combined Services Agreement.

10. Copy of corporate resolution authorizing execution of applicable agreement, if Bidder is corporation, or of partnership, or joint venture or similar entity’s approval to authorize submission of the Bids(s), as appropriate.

11. For foreign corporations, evidence of authorization to conduct business in the State of New Jersey.

12. For all corporations, a certified copy of the corporate by-laws and the articles of incorporation, plus a certificate of good standing. For all limited liability companies, a certified copy of the certificate of formation and operating agreement, plus a certificate of good standing.

13. Any applicable permits, licenses or approvals. The Successful Bidder must comply with all laws, applicable regulations, policies and interpretations of the NJDEP or other regulatory agency of host jurisdiction, as well as court decisions concerning permitting in the State of New Jersey or other host jurisdiction, and shall be responsible of assuring that all such permits are held by the Bidder to the extent required under the terms of such regulations, court decisions or otherwise.

14. Technical information required by Section 5.3.7.

5.4.2 Information To Be Provided by the Successful Bidder Subsequent to Notice of Award but prior to Contract Execution by Authority

1. Certificates of insurance of the types in the amounts set forth in Section 5.1.8 hereof of the Agreement.

2. A Performance Bond or a Performance Letter of Credit (See Section 4.1)


3. Opinion of counsel to the Bank with Respect to the Performance Letter of Credit in substantially the form set forth in the Bid Specifications (Form A-14).

4. Opinion of counsel to the Successful Bidder with Respect to the Performance Letter of Credit in substantially the form set forth in the Bid Specifications (Form A-15).

5. A certificate of the Successful Bidder confirming that all of the representations, warranties and covenants set forth in the Combined Services Agreement are true and correct as of the Commencement Date.

6. A certificate or letter of an independent consulting engineer, acceptable to the Authority, as to permitted capacity and remaining capacity at the Landfill(s) and the status of permits relating to acceptance of solid waste at the Landfill(s).

7. One of the following three documents:

Letter of Federal Affirmative Action Plan Approval

Certificate of Employee Information Report

Employee Information Report Form AA302 (electronically provided by the Division and distributed to the public agency through the Division’s website at www.state.nj.us/treasury/contract_compliance)

8. Such additional documentation as Authority may reasonably request.


SECTION 6

EVALUATION OF THE BIDS

6.1 GENERAL

The objective of the ECUA in seeking Bids is to enable it to select the lowest responsible Bidder for the provision of Combined Services that will provide the most complete, dependable, cost effective and environmentally sound Combined Services. Each section of the Bid will be evaluated in terms of the Bid's cost, the reasonableness of the claims and/or commitments made, the completeness of the data provided, the reliability of the approach taken, and conformance with the requirements of and the instructions provided in the Bid Specifications. The ECUA will evaluate the Bids as to the technical, economic, and contractual aspects of each Bid.

Evaluation of the bids will be based upon the lowest responsible Bid submitted by a qualified Bidder. Bids shall be expressed as a per Ton Unit Price for each year of the Term of the applicable Agreement.

THE ECUA RESERVES THE RIGHT TO REJECT ANY AND ALL BIDS.

SECTION 7

“Pay to Play” – Notice of Disclosure Requirement

Any business entity that has received $50,000.00 or more in contracts for government entities in a calendar year is required to file an annual disclosure report with the New Jersey Election Law Enforcement Commission (“ELEC”) pursuant to N.J.S.A. 19:44A-20.27. Business entities are responsible for determining if filing is necessary. Additional information on this requirement is available from ELEC at 888-313-3532 or at www.elec.state.nj.us.

APPENDIX A

BID FORMS

APPENDIX A

BID FORMS

The Bid forms contained in Appendix A hereto specifically enumerate the requirements set forth in these Bid Specifications. A complete set of Bid forms shall be included in the Bid. No modifications of such Bid Forms are permitted without express written permission of the Authority. Data from these forms will be used in the Bid evaluations. Each Bidder must fill out all of the forms completely. Use N/A to specify items in the Bid forms that are not applicable to the Bidder. It should be noted, however, that failure to fully complete all applicable Bid forms by incorrectly providing that certain Bid forms (or portions thereof) are not applicable to a Bidder may result in a determination that the Bid is non-responsive. To provide additional information, use separate sheets of paper following the Bid form format, e.g. name of bidder in top right-hand corner. The Bid forms set forth in Appendix A should be set forth in order in Volume I of the Bid.

FORM A-1


BIDDER INFORMATION/COVER LETTER FORM

Date:

Bidder:

Address:

Telephone:

Contact Person:

Type of Business Entity (Corporation, Partnership, Joint Venture, Other (Attach Agreement(s) governing or creating/organizing business entity))1:

A. GENERAL:

In submitting this Bid, the Bidder warrants and represents that (capitalized words and terms shall have the meanings ascribed to such terms in the Bid Specifications: “Agreement” shall mean the Combined Services Agreement, and “Services” shall mean the Combined Services, pursuant to the Agreement(s)):

1. (a) The Bidder has reviewed and understands the requirements set forth within the Bid Specifications and, if selected, will carry out all of the provisions set forth within same.

1 If a joint venture, partnership or other form of organization is submitting this Bid, all such firms

shall be listed and each such participant shall execute this Bidder Information/Cover Letter.

(b) The Bidder has prepared its Bid using a complete set of Bid Documents, including all addenda to these Bid Specifications issued by the ECUA prior to the date established for submission of all Bids.

(c) All information submitted in response to the Bid Specifications is accurate and factual and all representations made regarding the Bidder’s willingness and ability to provide the required Services are true and correct.

(d) The name and title of the individuals who will be responding to questions on behalf of the Bidder are:

If applicable: If the Bid is being submitted by a joint venture or similar business entity of more than one firm and/or organization, list the members, firms or organizations and designate a sole contact person for the joint venture or organization below:

2. Except to the extent expressly disclosed in the Bid, there has been no material adverse changes in the financial status of the Bidder since the date of the most recent financial data (including Forms 10-K and 10-Q) submitted as part of this Bid.

3. There is no action, suit or proceeding, at law or in equity, before or by any court or similar Governmental Body against the Bidder wherein any unfavorable decision, ruling or finding would adversely affect the ability of the Bidder to carry out the duties and obligations imposed upon it under the Agreement(s).

4. The Bidder is duly organized and validly existing in good standing and is duly qualified to transact business in each and every jurisdiction where such qualification is required to enable the Bidder to perform its obligations under the Agreement(s). Execution of the Agreement(s), and the performance of all obligations thereunder, have been authorized by all required action of the Bidder, including any action required by any charter, by-laws, and/or partnership agreement, as the case may be, and any applicable

laws which regulate the conduct of the Bidder’s affairs. The execution of the Agreement(s) and the performance of all obligations set forth in the Bid Specifications and in such Agreement(s) do not conflict with and do not constitute a breach of or an event of default under any charter, by-laws and/or partnership agreement, as the case may be,

of the Bidder or any agreement, indenture, mortgage, contract or instrument to which the Bidder is a party or by which it is bound. Upon execution hereof and upon satisfaction of the conditions contained in the Bid Specifications and in such Agreement(s) will constitute the valid, legally binding obligations of the Bidder, enforceable in accordance with its terms, except to the extent that the enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws relating to or limiting creditors’ rights generally and the application of the general principles of equity.

5. There is no action, suit or proceeding, at law or in equity, before or by any court or similar Governmental Body against the Bidder wherein an unfavorable decision, ruling or finding would materially adversely affect the performance by the Bidder of its obligations under the Bid Specifications and/or under the Agreement(s) or the other transactions contemplated thereby, or which, in any way, would materially adversely affect the validity or enforceability of the Agreement(s), or any other agreement or instrument entered into by Bidder in connection with the transactions contemplated thereby.

6. The Bidder has in its possession valid approvals, registrations or permits (or the Bidder will have such approvals, registrations or permits prior to or simultaneously with the execution of the Agreement(s) that, pursuant to Applicable Laws, permit the Bidder to provide the Services as provided In these Bid Specifications and under and in accordance with the terms of the Agreement(s) for the Term of the Agreement(s)).

7. The Bid is submitted pursuant to due authorization by, and is in all respects binding upon, the Bidder. The Bid is authorized to be prepared and submitted under and in accordance with the provisions of the documents and/or agreements which govern the Bidder's business activities.

8. No corporation, partnership, individual or association, officer, director, employee, manager, parent, subsidiary, affiliate or principal shareholder of the Bidder has been adjudicated to be in violation of any state or federal environmental law, or charged with or convicted of bribery, fraud, collusion, or any violation of any state or federal anti-trust or similar statute within the preceding five (5) years, or previously adjudged in contempt of any court order enforcing such laws.

9. The Facility(ies) and equipment to be utilized by the Bidder in the performance of the Services meets or exceeds, in all material respects, the Minimum Technical Specifications as set forth in Section 3 of the Bid Specifications.

10. The Facility(ies) to be utilized by the Bidder are capable of accepting all Acceptable Waste and at least 200,000 tons as defined in the Bid Specifications, generated in Essex County.

[NAME OF BIDDER]

By:

Name:

Title:

[SEAL]

Subscribed and sworn to

Before me this

Day of _____________, 201_

(Notary Public of New Jersey)

My commission expires ________, _____.

FORM A-2


AGREEMENT FOR BID SECURITY IN LIEU OF BID BOND

(This Form is to be Completed if the Bidder Provides a Certified Check or Cashier’s Check with its Bid Instead of a Bid Bond.)

This Bid is accompanied by Bid security in the form a Certified Check or Cashier’s Check drawn on the

Bank of (name of banking institution) (address of banking institution) In the amount of Twenty Thousand ($20,000) Dollars.

“Agreement” shall mean the Combined Services Agreement, and “Services” shall mean the Combined Services, pursuant to the Agreement. The undersigned Bidder hereby agrees that if this Bid shall be accepted by The Essex County Utilities Authority (“ECUA”) and the undersigned shall fail to execute and deliver the Agreement(s) and performance bonds and/or letters of credit in accordance with the terms of this Bid and with the requirements of the Contract Documents, then the undersigned shall be deemed to have abandoned the Agreement(s), and thereupon the Bid and its acceptance shall be null and void. In such event, the certified or cashier’s check herewith submitted as Bid security shall be due and payable thereunder to the ECUA as liquidated damages; otherwise the said check or the amount thereof, shall be returned to the undersigned concurrently with the delivery of such performance bonds and/or letters of credit.

[NAME OF BIDDER]

Attach Cashier’s or By: Certified Check

Payable to the order of Name:

The Essex County

Utilities Authority Title:

FORM A-3


BID BOND (This form is to be Completed if the Bidder Provides a Bid Bond with its Bid instead of a Certified Check or Cashier’s Check.)

KNOW ALL PEOPLE BY THESE PRESENTS, that [NAME OF BIDDER], As Principal (hereinafter the “Principal”) and [NAME OF SURETY], a [Corporation] [Partnership] duly organized under the laws of the State of [STATE] as Surety, are held and firmly bound unto THE ESSEX COUNTY UTILITIES AUTHORITY, as Obligee, in the sum of TWENTY THOUSAND ($20,000) DOLLARS lawful money of the United States of America, for which payment well and truly to be made, the said Principal and Surety bind ourselves, our successors, and assigns, jointly and severally, firmly by these presents.

“Agreement” shall mean the Combined Services Agreement, and “Services” shall mean the Combined Services, pursuant to the Agreement. WHEREAS, the Principal has submitted or is about to submit to the Obligee a Bid for the provision of certain Services, which Bid is made a part hereof; NOW THEREFORE, the Surety hereby understands that if the said Bid is accepted and the Agreement(s) be awarded to the Bidder, then prior to the expiration or termination hereof, said Bidder will enter into the Agreement(s) in writing and give bond with Surety acceptable to the Obligee for the faithful performance of the Agreement(s) or if the Principal shall fail to enter such agreement and give such bond, said Surety will pay to the Obligee, as liquidated damages, the difference, not to exceed the penal amount hereof, between the amount specified in said Bid and such larger amount for which Obligee may in good faith contract with another party to perform the work covered by said Bid. Upon execution of the Agreement(s) or payment, this bond shall thereafter become null and void, otherwise to remain in full force and effect unless terminated as hereinafter provided. It is agreed that this bond shall be effective on the date the Bid is submitted and will continue in full force for sixty (60) days thereafter, or until terminated as hereinafter provided in accordance with the Local Public Contracts Law. Upon said termination, the Surety shall be discharged from all liability under this bond for any act or omission of the Principal.

SIGNED AND SEALED this [DAY] day of [MONTH], 201_.

(Seal)

PRINCIPAL WITNESS TITLE (Seal) SURETY TITLE

FORM A-4


OWNERSHIP DISCLOSURE STATEMENT

In accordance with Applicable Law, Bidders which are organized as a corporation* or as a partnership* (or a joint venture or similar business organization which joint venture participants are corporations or partnerships) must submit a statement of the names and addresses of all stockholders in the corporation owning 10% or more of its stock of any class, or of all individual partners in the partnership who own a 10% or greater interest in the partnership, as the case may be. If one or more such stockholder, partner or joint venturer is itself a corporation or partnership, the names and addresses of stockholders holding 10% or more of that corporation's stock or of individual partners owning 10% or greater interest in that partnership, as the case may be, shall also be listed. Such disclosure shall continue until names and addresses of every known corporate stockholder and individual partner, exceeding the 10% ownership criteria is listed. If the Bidder is neither a corporation nor a partnership, he shall so attest in the space provided below: ____ I certify that the list below contains the names and home addresses of all stockholders or individual partners holding 10% or more of the issued and outstanding stock or interests in the partnership, as the case may be, of the undersigned corporation or partnership. OR ____ I certify that no one stockholder or partner owns 10% or more of the issued and outstanding stock or interests in the partnership, as the case may be, of the undersigned corporation or partnership. OR ____ I certify that the Bidder is neither a corporation nor a partnership. AND I certify that the Bidder is the following type of business organization: _______________________________

NAME HOME ADDRESS

NAME HOME ADDRESS

(Name of Partnership (Signature of President or or Corporation) duly authorized officer, Date)

Name of Bidder:

Bid Forms Appendix A

A-1 5245716.2

CORPORATE SEAL

(Print Name and Title)

ATTEST: (Signature of Secretary or (Print Name and Title) Assistant-Secretary) Subscribed and sworn before me this ____ day of 201_. _______________________________ NOTARY PUBLIC NOTE: SUBMIT SIMILAR STATEMENT FOR EACH MEMBER OF JOINT VENTURE *NOTE: The terms corporation and partnership are intended to apply to all forms of corporations and partnerships, including, but not limited to, limited partnerships, limited liability corporations, limited liability partnerships, and Subchapter S corporations.

Name of Bidder:


A-2 5245716.2

FORM A-5


NON-COLLUSION AFFIDAVIT

STATE OF NEW JERSEY ) :ss COUNTY OF ) “Agreement” shall mean the Combined Services Agreement, and “Services’ shall mean the Combined Services, pursuant to the Agreement(s). I, [Name of Signer], of full age, being duly sworn according to law on my oath, depose and say that I am [Title of Signer] of the firm of [Name of Bidder], the Bidder submitting the Bid relating to the provision of Services for solid waste generated with Essex County (as more particularly described in Bid Specifications, dated September 24, 2015, prepared and distributed in connection therewith) and that: (1) I executed the Bid with full authority to do so; (2) the Bidder has not directly or indirectly, entered into any agreement, participated in any collusion, or otherwise taken any action in restraint of free, competitive bidding in connection with the preparation and submission of the Bid for the provision of such Services; (3) that all statements contained in the Bid and in this Affidavit are true and correct, and made with full knowledge that the ECUA relies upon the truth of the statements contained in the Bid and in the statements contained in this Affidavit in awarding the Agreement(s); and (4) no person or selling agency has been employed or retained to solicit or secure such Agreement(s), upon an agreement or understanding for a commission percentage, brokerage or contingent fee, except bona fide employees or bona fide established commercial or selling agencies maintained by the Bidder for the purpose of securing business.

Name of Bidder:


A-3 5245716.2

(Name of Bidder) By: 2 (Signature of Duly Authorized Representative) Name: Title:

Subscribed and sworn to

Before me this

Day of _____________, 201_.

(Notary Public of New Jersey)

My commission expires ________, _____.

2 If a joint venture, partnership or other form of organization is submitting this Bid, all such firms shall

be listed and each such participant shall execute this form.

Name of Bidder:


A-4 5245716.2

FORM A-6


CONSENT TO INVESTIGATION “Agreement” shall mean the Combined Services Agreement, and “Services” shall mean the Combined Services, pursuant to the Agreement.

The Bidder hereby gives its consent to the Essex County Utilities Authority (“ECUA”) and/or to the County of Essex, New Jersey (the “County”), or its authorized representatives, to investigate and verify all information contained in the Bid submitted herewith in response to the Bid Specifications, dated September 24, 2015, with respect to the provision of Services for solid waste generated within the County, including financial and law enforcement information relating to the Bidder. The Bidder agrees that all financial institutions, law enforcement agencies, and regulatory agencies are authorized to release information verifying those representations and/or submissions made by the Bidder. The Bidder further agrees that the ECUA and/or the County and/or its authorized representatives are authorized to inspect all premises and relevant records of the Bidder in order to verify information contained in the Bid.

The Bidder agrees that a photocopy of this Consent to Investigation may be accepted by any agency or institution in lieu of the original.

Bidder’s Name: 3

Bidder’s Address:

By:

(Signature)

Name:

Title:

Date:

3 If a joint venture, partnership or other form of organization is submitting this Bid, all such firms

shall be listed and each participant shall execute this Form.

Name of Bidder:


A-5 5245716.2

FORM A-7


STATEMENT OF RELEVANT EXPERIENCE

OPERATION AND MAINTENANCE OF SOLID WASTE TRANSFER STATION

The Bidder hereby submits the following information demonstrating the Bidder’s experience in operating and maintaining a Transfer Station on projects similar in size and scope to the Authority’s, as set forth in these Bid Specifications, during the past five (5) years. At a minimum, the Bidder must demonstrate that it has successfully operated and maintained a Transfer Station for a period of at least two (2) consecutive years.

Capacity

Name of Facility Location (tons/day) Phone No. of Reference

Provide Additional Relevant Information s to the Bidder’s Experience and Qualifications:

(Attach Additional Sheets as Necessary)

Name of Bidder:


A-6 5245716.2

By:

(Signature)

Name:

Title:

Date:

Name of Bidder:


A-7 5245716.2

FORM A-8

ESSEX COUNTY UTILITIES AUTHORITY

FACILITY CERTIFICATION (OF THE PROVISION OF SERVICES)

The undersigned Bidder hereby certifies as follows ("Agreement" shall mean the Combined Services Agreement, and "Services" shall mean the Combined Services, pursuant to the Agreement(s)) :

1. The facilities intended to be used to fulfill all requirements of the Contract Documents as part of the provision of Services are as listed on Table 1 and 2 attached hereto.

Note: If the Bidder owns, leases or controls the necessary facility(ies) required, complete Item 2 below. Should the Bidder not own, lease or control the necessary facility(ies) required, complete Item 3 below.

2. The Bidder owns, leases or controls the facility(ies) shown in Table 1 and required to accomplish the work described in the Contract Documents for the term of the Agreement(s).

Name of Bidder:

By:

(Signature)

Name:

Title:

Name of Bidder:


A-8 5245716.2

3. The Bidder does not own, lease or control the necessary facility(ies) required to accomplish the work described in the Contract Documents of the Term of the Agreement(s). The facility(ies) actually owned, leased or controlled by the Bidder is (are) identified in Table 1. The remaining facility(ies) required to perform the work described is (are) noted in Table 2 together with the certification of the owner or person in control of such facility(ies).

Name of Bidder:

By:

(Signature)

Name:

Title:

Name of Bidder:


A-9 5245716.2

TABLE 1

LIST OF FACILITY(IES) TO BE USED BY BIDDER IN PROVIDING SERVICES OWNED, OPERATED OR CONTROLLED BY BIDDER

(Attach Additional Sheets if Necessary)

AS TO FACILITY(IES):

Facility(ies) Total Capacity at Facility(ies) Total Capacity at

to be utilized for Acceptable Waste Facility(ies) for al

waste

Name of Bidder:


A-10 5245716.2

TABLE 2

CERTIFICATION OF OWNER OR CONTROLLER OF FACILITY(IES) TO BE USED BY BIDDER IN PROVIDING SERVICES

(WHEN NOT OWNED OR CONTROLLED BY BIDDER)

“Agreement” shall mean the Combined Services Agreement, and “Services” shall mean the Combined Services, pursuant to the Agreement.

This is to certify that I, the undersigned, own or control the facility(ies) required and noted below and I definitively grant or will grant the Bidder named below the use of said facility(ies) during such time as may be required for that portion of the Work described in the Contract Documents for which said (facility(ies) is necessary, limited to the Term of the Agreement(s).

(Name of Bidder) (Owner or Controller of Facility(ies)

By:

Name:

Title:

Date:

Name of Bidder:


A-11 5245716.2

AS TO FACILITY(IES):

Facility(ies) Total Capacity at Facility(ies) Total Capacity at

to be utilized for Acceptable Waste Facility(ies) for al

waste

(Attach Additional Sheets as Necessary)

Name of Bidder:


A-12 5245716.2

FORM A-9


BIDDER FINANCIAL QUALIFICATIONS AND FINANCIAL INFORMATION

COMBINED SERVICES Name of Bidder or Guarantor for which financial information is supplied: A. Financial Information

The following are attached: a) At a minimum, financial statements of the Bidder (or, to the extent applicable, its Guarantor) reviewed by an independent certified public accountant under generally accepted accounting principles, with full disclosure, and accompanied by an Accountant's Review Report for each of the Bidder’s two most recent fiscal years (2013 and 2014), or if the Bidder has been in business for less than two (2) years, for that period of time said Bidder has been in existence. b) Full information concerning any material changes in the mode of conducting business, bankruptcy proceedings, and mergers and acquisitions within the past two (2) years (or if the Bidder has been in business for less than two (2) years, for that period of time said Bidder has been in existence), including comparable information for related companies and principals of companies, and any actual and pending litigation in which the Bidder is involved. c) If the Bidder or Guarantor is a partnership, joint venture or similar organization, full information concerning the nature and structure of the partnership or joint venture, including:

i. Date of formation: Date:

Together with copies of joint venture or partnership agreements or other documents governing creation of the organization, plus amendments; and Check (x) if attached, or state (n/a) if not applicable

ii. A description of the obligations of the partners to the joint venture or

partnership or organization, specifically addressing if the agreement between

Name of Bidder:


A-13 5245716.2

members comprising the joint venture or partnership or organization make each jointly and severally liable for contractual obligations of this project.

Check (x) if attached, or state (n/a) if not applicable

d) The rating, if any, of outstanding long-term corporate debt of the Bidder: Standard & Poor's Corporation Moody's Investors Service Other (specify) C. Information Concerning Combined Financial Statements (lf Applicable) If a Bidder or financial Guarantor submits the combined financial statements of two (2) or more commonly owned (but otherwise unrelated) business entities (in satisfaction of the minimum financial qualifications), such combined financial statements must be at a minimum, reviewed by an independent certified public accountant under generally accepted accounting principles, with full disclosure. Such financial statements shall be accompanied by an Accountant's Review Report. In this event, such Bidder or financial Guarantor shall also submit evidence (in form and content reasonably satisfactory to the Authority) of the legal power of such majority owner to legally bind and commit such unrelated business entities to performance of (or the guarantee) of the obligations of the Bidder or financial Guarantor under the Bid and the Combined Services Agreement, (the "Agreement").

D. Information Relating to Financial Statement of Bidder or Financial Guarantor Which Is a Subsidiary

In the context where such potential Bidder is a subsidiary company whose financial statements are reported on a consolidated basis with the parent company’s financial statements, and the financial statements of the subsidiary are not separately prepared, the Bidder of Financial Guarantor must submit at a minimum, reviewed by an independent certified public accountant under generally accepted accounting principles, with full disclosure. Such financial statements shall be accompanied by an Accountant's Review Report. Where a Bidder or Financial Guarantor submits financial statements prepared on behalf of the parent company or third-party financial Guarantor, the parent company or third-party financial Guarantor must agree to guarantee the performance of the subsidiary Bidder under the terms of the Agreement(s) and a guaranty must be provided with the Bid.

In such event, the parent company or third-party financial Guarantor shall execute the applicable Guarantor Agreement in the form that is attached hereto and labeled Form

Name of Bidder:


A-14 5245716.2

A-17 and which by this reference is made a part hereof as if set forth fully herein. Such executed Guarantor Agreement must be submitted as part of the Bid. If the Successful Bidder qualifies through the financial qualifications of the Bidder’s parent or third-party financial Guarantor and the Guarantor Agreement is submitted as part of the Bid, the terms of the applicable agreement will be conformed to include appropriate provisions relating to the financial Guarantor, including the requirement that the financial Guarantor maintain the Minimum Financial Criteria during the term of the Agreement(s) or be subject to the remedies set forth therein.

[NAME OF BIDDER]

By:

Name:

Title:

Name of Bidder:


A-15 5245716.2

FORM A-10


CONSENT OF SURETY

In completing this Consent of Surety, this Surety shall not add any conditions to its obligation to provide the Performance Bond referred to herein. “Agreement” shall mean the Combined Services Agreement, and “Services” shall mean the Combined Services, pursuant to the Agreement. [NAME OF SURETY] (hereinafter “Surety”), organized and existing under the laws of the State of [STATE] and duly authorized and qualified to transact business in the State of New Jersey, in consideration of the sum of One Dollar ($1.00), lawful money of the United States, to it in hand paid, the receipt whereof is hereby acknowledged, the undersigned Surety consents and agrees that if the Agreement(s) (as such terms is defined above and in the Bid Specifications, dated September 24, 2015), and for which the preceding Bid is made, be awarded to [NAME OF BIDDER] (hereinafter “Bidder”) for the performance of or the supplying of certain services or materials, or both, as more particularly set forth in said Bid and described for purposes of this instrument as a Bid for the Services to The Essex County Utilities Authority and if Bidder shall enter into the Agreement(s) with the Essex County Utilities Authority, Surety will become bound as Surety for its faithful performance and will provide the Bidder with a performance bond in the amount of $ . IN WITNESS WHEREOF, said Surety has caused these presents to be signed and attested by a duly authorized officer, and its corporate seal to be hereto affixed this day of , 201_). (A corporate acknowledgment and statement of authority to be hereto attached by the surety company.) (Name of Surety) By: (Surety Company Attorney-in-Fact) Date:

Name of Bidder:


A-16 5245716.2

Attest: By: Name: Title: Date:

Name of Bidder:


A-17 5245716.2

FORM A-11


PERFORMANCE BOND

In providing the below Performance Bond, such Performance Bond shall not contain any conditions to its issuance or any conditions to the obligations of the surety company issuing same, except as expressly provided in this form of Performance Bond.

Date:

, PRINCIPAL

, SURETY

, SURETY

, SURETY THE ESSEX COUNTY UTILITIES AUTHORITY, OBLIGEE

“Agreement” shall mean the Combined Services Agreement, and “Services” shall mean the Combined Services, pursuant to the Agreement. KNOW ALL PEOPLE BY THESE PRESENTS, that we, the PRINCIPAL and SURETIES above named, are held and firmly bound unto the above named OBLIGEE, in the just and full sum of $ for the payment of which sum well and truly to be made, the said PRINCIPAL and SURETIES bind themselves, their respective heirs, administrators, executors, successors and assigns, jointly and severally, firmly by these presents. Provided, that, we, the Sureties, bind ourselves in such sum “jointly and severally” as well as “severally” only for the purpose of allowing a joint action or actions against any or all of us, and for all other purposes each Surety binds itself, jointly and severally with the PRINCIPAL, for the payment of such sum only as is set forth opposite the name of such Surety at the end of this Bond. WHEREAS, the PRINCIPAL has entered into a certain written agreement with the OBLIGEE, dated _________ __, 201__ entitled, “Agreement to Provide Combined Services for Acceptable Solid Waste,” (the “Agreement”), whereby the PRINCIPAL shall provide Services to The Essex County Utilities Authority for solid waste generated within the County of Essex, which Agreement(s) is by reference made a part hereof, as if set forth in full herein.

Name of Bidder:


A-18 5245716.2

NOW THEREFORE, the condition of this obligation is such that, if the PRINCIPAL shall faithfully perform its obligations under the Agreement(s) solely as they relate to the Services, then this obligation shall be null and void, otherwise it shall remain in full force and effect.

PROVIDED HOWEVER:

Whenever the PRINCIPAL shall be, and is, declared to be in default under the Agreement(s) by the OBLIGEE, the OBLIGEE having performed its obligations under the Agreement(s), the SURETIES may promptly remedy the default or shall promptly as follows:

(1) Perform the obligations under the Agreement(s) solely as they pertain to Services in accordance with the terms and conditions of the Agreement(s), or

(2) Obtain a bid or bids for performance of obligations under the Agreement(s)

solely as they pertain to Services in accordance with the terms and conditions of the Agreement(s), and upon a determination by SURETIES and the OBLIGEE of the lowest responsible bidder, arrange for a contract between such bidder and the OBLIGEE, and make available as services continue (even though there should be a default or a succession of defaults under the contract or contracts arranged under this paragraph) sufficient funds to pay the cost of performance of such Services; but not exceeding, including other costs and damages for which SURETIES may be liable hereunder, the amount set forth in the first paragraph hereof.

(3) After investigation, determine the amount for which it may be liable to the

OBLIGEE and, as soon as practicable after the amount is determined, tender payment therefore to the OBLIGEE.

(4) Without waiver of any rights of the OBLIGEE, notify the OBLIGEE of the denial

of liability yin whole or in part citing reasons therefore.

Notwithstanding any term or condition contained in the Agreement(s) to the contrary, it is understood and agreed that the PRINCIPAL’s and SURETIES’ obligation under this bond shall not be assigned without the written consent of the PRINCIPAL and the SURETIES, which consent shall not unreasonably be withheld; provided however, that this bond may be assigned to a trustee in connection with the issuance of any debt obligations issued by the OBLIGEE for or with respect to Services.

No right or action shall accrue on this bond to or for the use of any person or corporation other than the OBLIGEE named herein or their heirs, executors, administrators, or successors of the OBLIGEE.

Name of Bidder:


A-19 5245716.2

The PRINCIPAL and the SURETIES shall not be liable to the OBLIGEE in the aggregate in excess of the penal sum above stated. Any payment made by the SURETIES in good faith under this bond shall reduce the bond amount stated by a like amount.

Any suit under this Bond must be instituted before the expiration of two (2) years from the date the PRINCIPAL ceased performing those obligations covered by this bond.

The SURETIES hereby stipulate and agree that no modifications, omissions or additions in or to the terms of the Agreement(s) or in or to the specifications therefore should in any way affect the obligation of the SURETIES on this Bond.

Notice to the SURETIES shall be certified or registered mail and sent to:

[NAME AND ADDRESS OF SURETY]

The SURETIES shall have no liability under this bond for any obligation of the PRINCIPAL to defease, pay for, assume responsibility with respect to or otherwise incur liability for and debt obligations issued by the OBLIGEE.

IN WITNESS WHEREOF, the above-bounded parties have executed this instrument under their several seals on the date indicated above.

PRINCIPAL

Limit: $

Title

SURETY

Limit: $

Attorney-in-fact

SURETY

Limit: $

Attorney-in-fact

Countersigned:

Name of Bidder:


A-20 5245716.2

FORM A-12


CONSENT OF BANK FOR PERFORMANCE LETTER OF CREDIT

In completing this Consent of Bank, the Bank shall not add any conditions to its obligations to provide the letter of credit referred to herein.

“Agreement” shall mean the Combined Services Agreement, and “Services” shall mean the Combined Services, pursuant to the Agreement.

In consideration of the premises and of One Dollar ($1.00) lawful money of the United States, to it in hand paid, the receipt whereof is hereby acknowledged, the undersigned Bank hereby consents and agrees that if the Agreement(s) as such term is defined above and in the Bid Specifications, dated September 24, 2015, is awarded to [NAME OF BIDDER] to perform Services in accordance with such Bid Specifications, [NAME OF BANK] will become bound, as guarantor for [NAME OF BIDDER], in connection with the faithful payment in an amount equal to $ , and will issue and execute a Performance Letter of Credit, in form and content and at the times provided in the Bid Specifications.

IN WITNESS WHEREOF, the undersigned has caused these presents to be signed and attested by a duly authorized officer, and its corporate seal to be hereto affixed this _______ day of , 201_.

ATTEST:

(Name of Bank)

By: By:

Name: Name:

Title: Title:

Date: Date:

Name of Bidder:


A-21 5245716.2

FORM A-13


In providing the below letter of credit, such letter of credit shall not contain any conditions to its issuance or any conditions to the obligations of the bank issuing the letter of credit, except as expressly provided in this form of letter of credit.

PERFORMANCE LETTER OF CREDIT

[DATE]

The Essex County Utilities Authority Leroy F. Smith Jr. Public Safety Building 60 Nelson Place, 6th Floor Newark, NJ 07102

Ladies and Gentlemen:

1. We hereby establish, at the request of [NAME OF BIDDER] (“the Company”), in your favor and for the account of the Essex County Utilities Authority, a public body corporate and politic organized and existing under the laws of the State of New Jersey (the “Authority), our irrevocable Letter of Credit, No. ______ (the “Letter of Credit”), in the amount of $______ (the “Letter of Credit Amount”), effective expiring on _____ (the “Expiration Date”).

2. The Letter of Credit is being issued in support of the performance by the Company of its obligation to provide Services to the Authority, as set forth in the “Agreement to Provide Combined Services for Acceptable Solid Waste” dated __________ ____, 2016 (the “Agreement”) by and between the Authority and the Company.

3. We hereby irrevocably authorize you to draw on us, at sight and in one drawing, an amount equal to the Letter of Credit Amount. Such draft shall be in writing and signed by your authorized representative and shall be accompanied by a completed certificate in the form attached hereto as Exhibit A (such draft accompanied by such certificate being collectively your “Draft”). The Draft shall be payable by us on-sight in accordance with paragraph 4 below. Funds under this Letter of Credit are available to you against your Draft (referring thereon to the number of this Letter of Credit) solely upon the occurrence of an Event of Default by the Company, including but not limited to the failure to make all payments as hereinabove provided, and the subsequent exercise by the Authority of its right to terminate the Agreement(s), all in accordance with the terms of such Agreement(s).

Name of Bidder:


A-22 5245716.2

4. The Draft shall be dated the date of its presentation, and shall be presented to our office located at [NAME OF BANK and ADDRESS OF BANK]. If we receive your Draft at such office, in conformance with the terms and conditions hereof, on or prior to the Expiration Date, we will honor the same in accordance with the provisions hereof and your payment instructions by 5:00 p.m. on the next succeeding Business Day after presentation of your Draft. For purposes of this Letter of Credit, “Business Day” shall mean any day other than a Saturday, Sunday or public holiday under the laws of the State of [STATE]. If requested by you, payment under this Letter of Credit may be made by wire transfer of immediately available Federal Funds to your account in a bank on the Federal Reserve wire system or by deposit of immediately available funds into a designated account that you may establish with us. All drawings under the Letter of Credit will be paid with our own funds.

5. if a demand for payment delivered to us pursuant to the foregoing paragraph does not conform to the terms and conditions of this Letter of Credit, we will notify you of our intention to dishonor the same after presentation of the Draft by 5:00 p.m. on the next succeeding Business Day. Such notice of dishonor shall be promptly confirmed by written notice, specifying the number of this Letter of Credit, the date of the non-conforming Draft and the reasons that we are not honoring the same. Upon being notified that the Draft was not effected in conformity with this Letter of Credit, you may attempt to correct any such non-conforming demand for payment prior to the Expiration Date.

6. Upon the earlier to occur of (a) payment to you or your account of the Letter of Credit Amount, or (b) the Expiration Date, we shall be fully discharged of our obligation under this Letter of Credit with respect to such Draft, and we shall not thereafter be obligated to make any further payments under this Letter of Credit in respect of such Draft to you or to any other person.

7. This Letter of Credit shall be governed by the International Code of Uniform Customs and Practices for Documentary Credits, Publication No. 500 (1993 Revision), including any amendments, modifications or revisions thereto. Communications with respect to this Letter of Credit shall be in writing and shall be addressed to [BANK], [ADDRESS OF BANK], specifically referring to the number of this Letter of Credit. We shall address communications to you at the address noted on the first page of this Letter of Credit unless otherwise advised by you in writing.

8. This Letter of Credit sets forth in full our undertaking, and such undertaking shall not in any way be modified, amended, amplified or limited by reference to any document, instrument or agreement referred to herein, including, without limitation, the Agreement(s), except only the Draft referred to herein; and any such reference shall not (unless otherwise provided herein) be deemed to incorporate herein by reference any such document, instrument or agreement except for such Draft.

Name of Bidder:


A-23 5245716.2

Very truly yours,

[NAME OF BANK] By: Name: Title:

Name of Bidder:


A-24 5245716.2

FORM A-14


OPINION OF BANK COUNSEL REGARDING LETTER OF CREDIT

[TO BE PROVIDED BY BANK COUNSEL FOR ANY BANK ISSUING A PERFORMANCE LETTER OF CREDIT] The Essex County Utilities Authority Leroy F. Smith Jr. Public Safety Building 60 Nelson Place, 6th Floor Newark, NJ 07102 Chiesa Shahinian & Giantomasi PC One Boland Drive West Orange, New Jersey 07052 RE: [INSERT APPLICABLE AMOUNT FOR PERFORMANCE LETTER OF CREDIT] Ladies and Gentlemen: We have acted as special counsel to [NAME OF BANK] (the “Bank”) in connection with the issuance of its irrevocable Performance Letter of Credit No. ________ (the “Letter” of Credit”) dated _________, in favor of The Essex County Utilities Authority (the “Authority”) under and “Agreement to Provide Combined Services for Acceptable Solid Waste,” dated ______ (the “Agreement”). As such counsel, we have examined executed copies of the Letter of Credit, and such other certificates, instruments and documents and such questions of law as we have deemed necessary or appropriate in order to enable us to render an informed opinion as to the matters set forth herein. In such examination we have relied upon the genuineness of all signatures, the authenticity of all items submitted to us as originals and the conformity to the originals of all items submitted to us as certified or photostatic copies and the authenticity of the originals of such copies and the due completion, execution (except as to the execution by individuals signing on behalf of the Bank), acknowledgment and delivery of all documents and instruments.

Name of Bidder:


A-25 5245716.2

In rendering the opinions expressed herein, we have further assumed that any demand for payment under the Letter of Credit, and any accompanying certificate or

document, will not be forged or fraudulent, and that there will be no “fraud in the transaction” relating to the Letter of Credit within the meaning of the Uniform Commercial Code as adopted in the State of [STATE]. Based upon the foregoing, we are of the opinion, as of the date hereof, as follows:

1. The Bank is a [national banking association organized and existing under the laws of the United States of America] [banking institution organized and existing under the laws of the State of [STATE].

2. The Letter of Credit qualifies as an obligation that a [national banking

association] [state banking institution] is permitted to issue. 3. The obligations of the Bank under the Letter of Credit constitutes a legal, valid

and binding obligation of the Bank, enforceable against the Bank in accordance with its terms, except (i) to the extent that the enforcement thereof is limited by application of bankruptcy, insolvency, reorganization, liquidation, moratorium and other similar laws affecting generally the enforcement of creditors’ rights and remedies, as the same may be applied in the event of any moratorium or similar occurrence affecting the Bank, or by any defense available under the Uniform Commercial Code of the State of [STATE] and the exercise of judicial discretion in appropriate cases, and (ii) that no opinion is expressed as to the availability of equitable remedies against the Bank, including specific performance and injunctive relief.

We are qualified to practice law in the State of [STATE] and we do not express any

opinion concerning any law other than the law of the State of [STATE] and the Federal laws of the United States of America.

Very truly yours,

Name of Bidder:


A-26 5245716.2

FORM A-15


OPINION OF BIDDER’S COUNSEL REGARDING LETTER OF CREDIT

[TO BE PROVIDED BY BIDDER’S COUNSEL ON THE LETTERHEAED OF SUCH COUNSEL WITH RESPECT TO THE ISSUANCE OF A PERFORMANCE LETTER OF CREDIT]

[DATE]

The Essex County Utilities Authority Leroy F. Smith Jr. Public Safety Building 60 Nelson Place, 6th Floor Newark, NJ 07102 Dear Authority Members: I have acted as counsel to the [NAME OF BIDDER], a [corporation] [partnership] [other business entity] duly organized under the laws of the State of _______________ (the “Company”), with respect to certain matters in connection with an “Agreement to Provide Combined Services for Acceptable Solid Waste,” dated _______, (the “Agreement”). Certain terms that are used herein as defined terms shall have, unless defined herein or unless the context clearly requires otherwise, the meanings that are assigned to such terms in the Agreement(s). Pursuant to the terms of the Agreement(s), in the event that the Authority terminates the Agreement(s) as a result of the occurrence of an Event of Default by the Company, the Company is obligated to pay the Authority a liquidated damage payment in the amount of $_______. The Agreement(s) further provides that in order to assure the full and adequate performance of the Company under the provisions thereof, the Company is required to obtain and deliver, among other things, a letter of credit in the amount of $_____. In order to satisfy such obligations of the Company under the Agreement(s) as described above, [NAME AND LOCATION OF THE BANK] (THE “BANK”), has issued, on even date herewith, an irrevocable, direct pay letter of credit in the stated amount of $_______. Pursuant to the terms of the Letter of Credit, the Bank has agreed to pay the Authority $______ in the event that the Agreement(s) is terminated due to the occurrence of an Event of Default by the Company.

Name of Bidder:


A-27 5245716.2

The Bank and the Company have entered into a [Name of Reimbursement Agreement], dated __________, which

[Describe relevant terms and conditions of the Bank’s agreement with the Company with respect to reimbursement of the Letter of Credit.]

I have reviewed the terms of the Agreement(s), the Letter of Credit, the Reimbursement Agreement and any documents executed in connection therewith, and the United States Bankruptcy Code, 11 U.S.C. Section 101 et seq. (the “Bankruptcy Code”) and such certificates and other documents as I have considered to be necessary or appropriate in order to enable us to render the opinion hereinafter expressed. 1. The Company is authorized to enter into the Reimbursement Agreement and such Reimbursement Agreement is a legal, valid and binding obligation of the Company and is enforceable against the Company in accordance with its terms, except to the extent that enforcement thereof is limited by applicable bankruptcy, moratorium, reorganization or similar laws relating to the enforcement of creditors’ rights or the application of principles of equity generally. 2. Based upon and subject to the foregoing, and assuming for purposes of this opinion that the Authority is not an “insider” as such term is defined in the Bankruptcy Code, I am of the opinion that, in the event that an order for relief is entered under the Bankruptcy Code with respect to the Company, payment to the Authority of the proceeds of the drawing on the Letter of Credit in accordance with the terms thereof will not constitute a voidable preferential payment under Section 547 of the Bankruptcy Code. Very truly yours,

Name of Bidder:


A-28 5245716.2

FORM A-16


OPINION OF BIDDER’S COUNSEL REGARDING ENFORCEABILITY OF AGREEMENT

[LETTERHEAD OF COUNSEL TO BIDDER]

[DATE]

The Essex County Utilities Authority Leroy F. Smith Jr. Public Safety Building 60 Nelson Place, 6th Floor Newark, NJ 07102 Ladies and Gentlemen: I have acted as counsel to [NAME OF BIDDER], a [corporation] [partnership] [other business entity], duly organized and existing under the laws of the State of [STATE] (the “Company”), with respect to certain matters in connection with an “Agreement to Provide Combined Services for Acceptable Solid Waste,” dated __________, by and between The Essex County Utilities Authority and [NAME OF BIDDER] (the “Agreement”). Certain terms that are used herein as defined terms shall have, unless defined herein or unless the context clearly requires otherwise, the meanings that are assigned to such terms in the Agreement(s). The Company has full corporate power and authority to execute and deliver the Agreement(s) and to perform its obligations thereunder. The Agreement(s) has been duly authorized, executed and delivered by the Company and is a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except to the extent that the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights or remedies generally or by the application of general equitable principles. Very truly yours,

Name of Bidder:


A-29 5245716.2

FORM A-17


GUARANTOR AGREEMENT

GUARANTOR AGREEMENT, made this ___ day of , 201__, by and between [NAME OF GUARANTOR] (the "Guarantor") a corporation organized and existing under the laws of the State of [STATE], to and for the benefit of THE ESSEX COUNTY UTILITIES AUTHORITY (the "Authority"), a public body corporate and politic of the State of New Jersey;

WITNESSETH:

WHEREAS, [Name of Bidder], (the "Company") and the Authority have entered into an agreement, dated , entitled "Agreement to Provide Combined Services for Acceptable Solid Waste" (the "Agreement") providing for, among other things, the provision of Combined Services ("Services") by the Company; and

WHEREAS, the Authority is unwilling to enter into, the Agreement(s) unless the Guarantor unconditionally guarantees the full performance of the obligations of the Company under the terms of the Agreement(s); and

WHEREAS, the Guarantor is willing to unconditionally guarantee the full performance of the obligations of the Company under the terms of the Agreement(s);

NOW, THEREFORE, the Guarantor agrees as follows:

1. The Guarantor hereby guarantees to the Authority (a) the performance by the Company of all the Company's obligations under the terms of the Agreement(s); (b) the payment of all sums which may hereafter become due from the Company to the Authority, and (c) the payment of damages, costs, expenses and liabilities, including legal fees, incurred by the Authority as a result of the failure of the Company to perform its obligations under the terms of the Agreement(s).

The Guarantor acknowledges and consents to maintain, during the Term of the

Agreement(s), the Minimum Financial Criteria, as the case may be, and, in the event that the Guarantor fails to satisfy or maintain such financial criteria during the Term of the Agreement(s), the Guarantor acknowledges that the provisions of the Agreement(s) relating to defaults of the Company for failure to so maintain such financial criteria and the remedies of the Authority related thereto shall apply to the Guarantor as if set forth in full

Name of Bidder:


A-30 5245716.2

herein. Further, the Guarantor consents to all terms, covenants and conditions that are set forth in the Agreement(s) and agrees that such terms, covenants and conditions may be modified or amended without notice to the Guarantor, and in such event, the Guarantor shall nevertheless be bound under the terms of this Guarantor Agreement.

In the event that the Company fails to duly and properly perform and satisfy all of its obligations under the terms of the Agreement(s), the Guarantor will, upon written demand of the Authority setting forth the specific failure of the Company, cause the performance and satisfaction of the obligations of the Company set forth in such demand.

2. The Guarantor shall, upon performance under the terms of this Guarantor Agreement, be entitled to all of the contractual protection under the Agreement(s) to which the Company is entitled. However, this Guarantor Agreement shall be fully enforceable despite the Company's discharge in bankruptcy or adjustment of the debts or obligations of the Company (incurred on or after the effective date of the Agreement(s)) in insolvency proceedings or pursuant to some other compromise with creditors.

3. If a demand is made upon Guarantor, as provided in Paragraph (1), above, and the Guarantor duly and properly performs the obligations of the Company set forth in such demand, then (a) the Guarantor shall be subrogated to the rights of the Company against the Authority, if any, and (b) the Authority shall suspend the pursuit of any remedy against the Company relating to or arising out of the occurrence of such failure to perform by the Company.

4. This Guarantor Agreement shall be in all respects governed, construed, applied and enforced in accordance with the laws of the State of New Jersey.

5. Each reference to the Authority herein shall be deemed to include its successor and assigns in whose favor the provisions of this Guarantor Agreement shall inure. This Guarantor Agreement shall be binding on all successors and assigns of the Guarantor and is for the benefit of the Authority and its successors and assigns.

6. This Guarantor Agreement contains the entire agreement between the Authority and the Guarantor and cannot be changed orally. Any omission or delay by the Authority in exercising any right hereunder or under any other guaranty or endorsement shall not operate as a waiver, and a waiver in one instance shall not act as a waiver in any other instance and the single or partial exercise of any such right or rights shall not preclude any other or future exercise thereof.

[NAME OF GUARANTOR] Dated: By:

Title:

Name of Bidder:


A-31 5245716.2

, of (Name) (Title) HEREBY CERTIFIES that the above named individual is, on the date hereof, authorized to enter into, execute and deliver, in the name and on behalf of the Company, the “Guarantor Agreement,” and the signature which is set forth thereon is his or her authentic and genuine signature. Signature: Name: (Type) Date: Attest: By: Name: Title: [SEAL]

Name of Bidder:


A-32 5245716.2

FORM A-18


ACKNOWLEDGMENT OF RECEIPT OF ADDENDA

We hereby acknowledge receipt of the Bid Specifications and Addenda(s) Nos(s)._____ - ___, inclusive. [NAME OF BIDDER] By: Name: Title:

Name of Bidder:


A-33 5245716.2

FORM A-19


LIST OF EQUIPMENT

OWNED, OPERATED OR CONTROLLED BY BIDDER (Attach Additional Sheets if Necessary)

DEP Registration Average Average Number (1) Payload Age Vehicles Containers Other (Specify) (1) Identify with an asterisk(*) the equipment dedicated to the performance of the transportation services.

[NAME OF BIDDER] By: Name: Title:

Name of Bidder:


A-34 5245716.2

FORM A-20


CERTIFICATION OF OWNER OF EQUIPMENT NOT OWNED OR CONTROLLED BY BIDDER

This is to certify that I, the undersigned, own or control the equipment required and noted below and unconditionally grant or will grant the Bidder named below the control and use of said equipment during such time as may be required or that portion of the Work described in the Bid Specifications, dated September 24, 2015, issued with respect to the provision of Combined Services. Such equipment as is necessary to perform the work will be made available for the Term of the Combined Services Agreement. DEP Registration Average Average Number (1) Payload Age Vehicles Containers Other (Specify)

(Attach Additional Sheets as Necessary) (1) Identify with an asterisk (*) the equipment dedicated to the performance of the Combined Services.

(Name of Bidder) (Name of Owner or Controller of Equipment

By: Name: Title: Date:

Name of Bidder:


A-35 5245716.2

FORM A-21


AFFIRMATIVE ACTION FACT SHEET

Procurement, Professional and Service Contracts

Please complete the fact sheet. This form shall be submitted to the ECUA at the time of bid submission. 1. Our company is operating under an existing federally approved or sanctioned

affirmative action program. _________ Yes ________ No

If yes, go on to # 4. If no, go on to question # 2. 2. Our company has a certificate of employee information report approval, issued

in accordance with N.J.A.C. 17:27-4. _________ Yes ________ No

If yes, go on to # 4. If no, go onto question # 3. 3. Our company will complete an employee information report (Form AA302)

provided by the Division of Public Contracts Equal Employment Opportunity Compliance established in the State of New Jersey, Department of the Treasury and distributed to the ECUA, in accordance with N.J.A.C. 17:27-4 after notification of award of bid, but prior to execution of the Combined Services Agreement.

_________ Yes ________ No If yes, go on to # 4.

If the answers to Questions 1, 2, and 3 above are no, your bid will be disqualified. 4. I hereby certify that the above information is correct to the best of my

knowledge.

5. If awarded a contract, on behalf of the company, I agree as follows:

During the performance of the Combined Services Agreement, the contractor agrees as follows:

Name of Bidder:


A-36 5245716.2

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, upgrading, 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 of the contractor's commitments under this chapter 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. The contractor or subcontractor agrees to make good faith efforts to meet targeted county employment goals established in accordance with N.J.A.C. l7:27‑5.2.

The contractor or subcontractor agrees to inform in writing its appropriate recruitment agencies including, but not limited to, employment agencies, placement bureaus, colleges, universities, and labor unions, that it does not discriminate on the basis of age, race, creed, color, national origin, ancestry, marital

Name of Bidder:


A-37 5245716.2

status, affectional or sexual orientation, gender identity or expression, disability, nationality or sex, and that it will discontinue the use of any recruitment agency which engages in direct or indirect discriminatory practices. The contractor or subcontractor agrees to revise any of its testing procedures, if necessary, to assure that all personnel testing conforms with the principles of job‑related testing, as established by the statutes and court decisions of the State of

New Jersey and as established by applicable Federal law and applicable Federal court decisions. In conforming with the targeted employment goals, the contractor or subcontractor agrees to review all procedures relating to transfer, upgrading, downgrading and layoff to ensure that all such actions are taken without regard to age, race, creed, color, national origin, ancestry, marital status, affectional or sexual orientation, gender identity or expression, disability, nationality or sex, consistent with the statutes and court decisions of the State of New Jersey, and applicable Federal law and applicable Federal court decisions. The contractor shall submit to the public agency, after notification of award but prior to execution of a goods and services contract, one of the following three documents: Letter of Federal Affirmative Action Plan Approval Certificate of Employee Information Report Employee Information Report Form AA302 (electronically provided by the Division and distributed to the public agency through the Division’s website at www.state.nj.us/treasury/contract_compliance) The contractor and its subcontractors shall furnish such reports or other documents to the Division of Purchase & Property, CCAU, EEO Monitoring Program as may be requested by the office 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 Purchase & Property, CCAU, EEO Monitoring Program for conducting a compliance investigation pursuant to Subchapter 10 of the Administrative Code at N.J.A.C. 17:27.

Name: ________________________________________________ Title: ___________________________________________________ Date: __________________________________________________

Signature: ______________________________________________

Name of Bidder:


A-38 5245716.2

FORM A-22


LANDFILL FACILITY QUESTIONNAIRE

Instructions: This Landfill Questionnaire shall be photocopied and completed for each Landfill Facility proposed by Bidder to be used as an approved Disposal Facility. An incomplete response to a question may result in a bid being non-responsive.

A. BACKGROUND INFORMATION

1. Name of Landfill:

2. Name of Owner of Landfill:

3. Address and Phone Number of Owner

4. Address of Landfill (if different from above):

5. Contact Person: Title:

Phone:

6. In the event Bidder proposes a Disposal Facility only, identify proposed route and mileage from ECRRF to Disposal Facility:

B. PERMIT INFORMATION

Please complete the following for the portion of the site which an approved solid

waste disposal permit has been obtained, and which is to be used to provide the services. Questions regarding proposed expansions are asked in a separate section of the questionnaire.

Name of Bidder:


A-39 5245716.2

7. Permit Number: 8. Permit Disposal Area acres.

9. Permitted Capacity tons/cubic yards.

10. Permitted Capacity years.

11. Please identify:

a. The maximum and average daily permitted quantities (in tons) of solid waste that the facility can accept: Permitted Maximum Daily Tons Permitted Average Daily Tons

b. Anticipated tonnage of the approximately 200,000 tons generated annually in Essex County that will be disposed of at this Facility.

12. Of the area that is subject to the current permit, what is the estimated total

disposal capacity remaining?

C. DESCRIPTION OF FACILITY (add additional pages, if needed)

14. Please describe the liner system of your facility’s permitted operations. (a) Primary Liner: (check those that apply)

Synthetic membrane Thickness=___________mils Material

Remolded clay Thickness= mils Material

Other: (describe) (b) Secondary Liner: Synthetic membrane Thickness=___________mils Material

Name of Bidder:


A-40 5245716.2

Remolded clay Thickness= mils Material

Other:

D. EXPANSION PLANS

15. Please summarize your expansion plans in narrative form. Indicate status of design and

permit requirements, and expected date of initial operation of expansion.

16. Additional Capacity Expected Total Capacity (tons or cubic yards) Expected Lifetime (yrs.) Expected Start of Expansion Start of Operations Date

E. OPERATION

17. Describe the operating protocol for the scales at the Landfill(s)

Name of Bidder:


A-41 5245716.2

18. List number, location, type and current sampling frequency of groundwater

monitoring wells (attach map).

19. Describe the protocol for handling and disposing of Acceptable Waste classified as

Hazardous Waste, including identification of the Disposal Facility(ies) proposed to be utilized by the Successful Bidder; provided however, that if such Disposal Facility(ies) is not so identified, the Authority may (in its sole discretion) determine either to reject such Bid as being non-responsive or accept such Bid. Reference should be made to the discussion concerning the Authority’s rights with respect to this matter, as set forth in Section 3 hereof.

20. Specify the distance of the Landfill from a public groundwater supply and a statement as to whether or not such Landfill is located directly over an aquifer which is used for potable drinking water purposes.

21. Describe leachate collection and treatment system.

Name of Bidder:


A-42 5245716.2

22. Describe the arrangements and protocol for final cover and deactivation of the landfill(s)

23. Specify the one way mileage to the Landfills, identifying the route or routes to be taken. Such routes must conform to all applicable local, date and federal regulations and requirements regarding truck or vehicle passage and the hauling containers. The Authority will be entitled to confirm all mileage figures and is under no obligation to accept or utilize a Bidder’s projected one-way mileage figure for purposes of Bid evaluation and/pr payment. In this regard, for purposes of calculating the distance to the Landfills, the Authority will utilize that mileage which represents the shortest distance (utilizing legally permissible roadways and/or highways). Further, in the event that the Successful Bidder proposes to provide the required Combined Services at more than one (1) Landfill (without any specific allocation between such landfills of the amount of Acceptable Waste to be disposed), the Authority will (for purposes of the above calculation) utilize the average of the distance to such Landfills;

24. Include the date of purchase or lease of the Landfills (or the real property upon which same are constructed) and indemnification of the person or entity from whom such Landfills (or such real property) was acquired or leased.

Name of Bidder:


A-43 5245716.2

25. Provide all other commitments (formal or informal) for disposal of solid waste. Signature of Bidder [SEAL] Subscribed and sworn to Before me this day of _____________, 201_.

(Notary Public of New Jersey) My commission expires _________, __________.

Name of Bidder:


A-44 5245716.2

FORM A-23


TRANSFER STATION

QUESTIONNAIRE

Instructions: This Transfer Station Questionnaire shall be photocopied and completed for the Transfer Station proposed by Bidder to be used. An incomplete response to a question may result in a bid being non-responsive.

A. BACKGROUND INFORMATION

1. Name of Transfer Station: 2. Name of Owner of Transfer Station: 3. Address of Transfer Station: 4. Contact Person: Title: Phone: 5. In the event Bidder proposes to use a Transfer Station, identify the proposed Route

and Mileage from ECRRF to Transfer Station:

B. PERMIT INFORMATION

For purposes of this section, describe the current permit conditions. 1. Permit Number: 2. Permitted Capacity tpd

Design capacity tpd

Name of Bidder:


A-45 5245716.2

Available processing capacity tpd List contracts currently in effect and pending for deposit of solid waste at the Transfer

Station: 3. Please identify:

a. The maximum and average daily permitted quantities (in tons) of solid

waste that the Transfer Station can accept. Permitted Maximum Daily Tons Permitted Average Daily Tons

b. The yearly tonnage _____ of Acceptable Waste the Transfer Station will receive, weigh, process, and load in accordance with these bid specifications:

4. Please summarize any plans to expand Transfer Station capacity.

C. DESCRIPTION OF TRANSFER STATION (add additional pages if needed)

1. Briefly describe the current materials receiving and handling procedures. Include a

description of bypass waste separation and handling procedures.

2. Please describe the Transfer Station’s current air pollution control methods.

CEMS fabric filter / baghouse De-NOx

Name of Bidder:


A-46 5245716.2

dry scrubber electrostatic precipitator wet scrubber carbon injection other (describe) Odor Control: chemical scrubber; biofiler; other: (describe)

3. Please describe the current bypass waste disposal practices. Indicates whether there are firm agreements for disposal or reuse of this material. Also, indicate the percent, by weight, of the incoming waste that is bypassed.

4. Please describe plans for future bypass waste disposal practices.

5. Please provide a description of the approved truck routes to and from Transfer Station specifying all toll roads:

Name of Bidder:


A-47 5245716.2

6. Specify all equipment to be utilized for the receipt, weighing, storage, processing or

loading Acceptable Waste, including the manufacturer’s name, model number, quantify, and operating capacity:

7. Describe methods and procedures to be utilized to ensure that only Acceptable Waste is received at the Transfer Station:

8. Describe the methods and procedures to be utilized to control odor and the methods and equipment that will be utilized to comply with applicable state and federal air pollution control laws:

9. Indicate methods and procedures that will be used to control litter on the Transfer Station site and to prevent litter off-site:

Name of Bidder:


A-48 5245716.2

10. Describe equipment, methods, and procedures to be utilized to prevent and fight

fires at the Transfer Station, including the firefighting capacity of the on-site water supply:

11. Indicate the location and the number of transfer trailers that can be accommodated at the Successful Bidder’s staging area:

12. List all other commitments (formal or informal) for disposal of Solid Waste at the Transfer Station, including customer name, contracted daily or annual capacity, total customer waste processed to date, and the contract expiration date:

I, , certify the fore mentioned statements are true and correct. Signature of Bidder [SEAL] Subscribed and sworn to before me this day of _____________, 201_ (Notary Public of New Jersey ) My commission expires __________, _____________.

Name of Bidder:


A-49 5245716.2

FORM A-24


TRANSPORTATION CERTIFICATION

I hereby certify:

1. Transport vehicles and containers used for the transportation of Acceptable Waste will be roll-off containers or top loading vehicles.

2. All vehicles used for the transportation of Acceptable Waste are capable of being completely covered.

3. Bidder owns, leases, or controls all the necessary vehicles, containers and/or equipment required by the Bid Specifications.

If Bidder is not the actual owner or lessee of any such equipment, state the source from which the vehicles, containers and/or equipment shall be obtained and indication from the owner or person in contact of the vehicles, containers and/or equipment that same will be provided to the Bidder for the duration of the Combined Services Agreement.

Attach additional sheets if necessary.

4. All vehicles, including trailers and containers used for the provision of transportation services are certified by the NJDEP, Division of Solid Waste Management or other host jurisdiction and have a valid certified registration. In the event that the vehicles and containers intended to be used for the provision of transportation services as part of the Combined Services have not, as of the date established for submission of Bids, received valid certified registrations, all such registrations will be received (and evidence thereof delivered to the Authority) on or prior to the date that the Authority designate the Successful Bidder and is prepared to execute the Combined Services Agreement.

5. If a vehicle or container does not conform to Applicable Law or to these Bid Specifications, I will be obligated to supply a conforming vehicle or container to carry the nonconforming vehicle or containers load within four (4) hours.

6. All vehicles or containers will be covered at all times from completion of loading at the Transfer Station until weighing at the disposal facility provided as part of the Combined Services.

Name of Bidder:


A-50 5245716.2

7. I shall have means of ensuring that the vehicles or containers do not litter the highway. 8. All vehicles and containers have gasketed doors and are watertight to prevent seepage of water or wet Acceptable Waste onto the roadways.

9. I (or, a subcontractor designated by the Bidder in accordance with these Bid Specifications) have been engaged in the business of transporting solid waste for a period of one (1) year prior to this date.

Bidder SWORN AND SUBSCRIBED before me on this _______ day of ______, 201_. Notary Public

Name of Bidder:


A-51 5245716.2

FORM A-25 THE ESSEX COUNTY UTILITIES AUTHORITY

SURETY DISCLOSURE STATEMENT AND CERTIFICATE

, surety(ies) on the attached bond, hereby certify(ies) the following:

(1) The surety meets the applicable capital and surplus requirements of R.S.17:17-6 or R.S.17:17-7 as of the surety’s most current annual filing with the New Jersey Department of Insurance.

(2) The capital (where applicable) and surplus, as determined in accordance with the applicable laws of this State, of the surety(ies) a participating in the issuance of the attached bond is (are) in the following amount(s) as of the calendar year ended December 31, 20__ (most recent calendar year for which capital and surplus amounts are available), which amounts have been certified as indicated by certified public accountants (indicating separately for each surety that surety’s capital and surplus amounts, together with the name and address of the firm of certified public accounts that shall have certified those amounts):

(3) (a) With respect to each surety participating in the issuance of the attached bond that has received from the United States Secretary of the Treasury a certificate of authority pursuant to 31 U.S.C. sec. 9305, the underwriting limitation established therein and the date as of which that limitation was effective is as follows (indicating for each surety that such surety’s underwriting limitation and the effective date thereof):

(b) With respect to each surety participating in the issuance of the attached bond that has not received such a certificate of authority from the United States Secretary of the Treasury, the underwriting limitation of that surety as established pursuant to R.S.17:18-9 as of (date on which such limitation was so established is as follows (indicating for each such surety that surety’s underwriting limitation and the date on which that limitation was established):

Name of Bidder:


A-52 5245716.2

(4) The amount of the bond to which this statement and certification is attached is $________.

(5) If, by virtue of one or more contracts of reinsurance, the amount of the bond indicated under item (4) above exceeds the total underwriting limitation of all sureties on the bond as set forth in items (3) (1) or (3) (b) above, or both, then for each such contract of reinsurance:

(a) The name and address of each such reinsurer under that contract and the amount of that reinsurer’s participation in the contract is as follows:

(6) Each surety that is party to any such contract of reinsurance certifies that each re-insure listed under item (5) (a) satisfies the credit for reinsurance requirement established under P.L. 1993, c.243 (c.17:513-1 et seq.) and any applicable regulations in effect as of the date on which the bond to which this statement and certification is attached shall have been filed with the appropriate public agency.

Name of Bidder:


A-53 5245716.2

CERTIFICATE (to be completed by an authorized certifying agent

for each surety on the bond)

I , as for (Name of Agent) (Title of Agent)

a corporation/mutual insurance company/other (indicating (Name of Surety)

type of business organization) (circle one) domiciled in , DO (State of Domicile)

HEREBY CERTIFY that, to the best of my knowledge, the foregoing statements made by me are true

and ACKNOWLEDGE that if any of those statements are false, this bond is VOIDABLE.

(Signature of Certifying Agent) (Printed Name of Certifying Agent) (Title of Certifying Agent)

Name of Bidder:


A-54 5245716.2

FORM A-26


PROPOSED SUBCONTRACTORS List the names and addresses of all subcontractors intended to be used together with the identification of the services to be provided by each subcontractor. WORK CATEGORY NAME ADDRESS

Name of Bidder:


A-55 5245716.2

FORM A-27


AFFIDAVIT OF NON-DEBARRED STATUS STATE OF NEW JERSEY ) ) SS: COUNTY OF ) I, of the City/Town of

, in the County of

and the State of , of full age, being duly sworn according to law on my

oath depose and say that:

I am , a (Name) (Title, Position, etc.) of , the Bidder

(Name of Firm, Company or Corporation)

making the Bid for the Essex County Utilities Authority and that I executed the said Bid with full authority so to do; that said Bidder at the time of making this Bid is not included on the State of New Jersey, State Treasurer’s List of Debarred, Suspended and Disqualified Bidders; and all statements contained in said Bid and in this affidavit are true and correct and made with the full knowledge that the Essex County Utilities Authority relies upon the truth of the statements contained in said Bid and in the Statements contained in this affidavit in awarding Contract for said project. The undersigned further warrants that should the name of the firm, company or corporation making this Bid appear on the State Treasurer’s List of Debarred, Suspended and Disqualified Bidders at anytime prior to, and during the life of the Contract, including the Guarantee Period, that The Essex County Utilities Authority shall be immediately so notified by the signatory of this Eligibility Affidavit.

Name of Bidder:


A-56 5245716.2

The undersigned understands that the firm, company or corporation making the Bid as a CONTRACTOR is subject to debarment, suspension and/or disqualification in contracting with the State of New Jersey and the Department of Environmental Protection if the CONTRACTOR, pursuant to NJAC 7:1-5.2, commits any of the acts listed therein, and as determined according to applicable law and regulation. (Signature of Bidder) (Seal of Corporation) (Printed or Typed Name & Title of Bidder) (Address of Bidder)

Name of Bidder:


A-57 5245716.2

FORM A-28


CERTIFICATION AS TO STATUS OF PERMITS REQUIRED UNDER CONTRACT I, the Bidder, hereby certify that I have no actual knowledge, and have made appropriate and diligent inquiry to determine that no existing impediment or threatened impediment to maintaining all valid permits, exists, including but not limited to Disposal Facility permits for each Disposal Facility identified in the Bid, for the Term of the Combined Services Agreement, except for changes in law regarding permitted capacity within the State in which the identified Disposal Facilities are situated. I hereby certify that the foregoing statements made by me are true. I am aware that if any of the foregoing statements are willfully false, I am subject to punishment. Name Dated:

Name of Bidder:


A-58 5245716.2

FORM A-29


CERTIFICATION AS TO THE AMERICANS WITH DISABILITIES ACT If awarded a contract, on behalf of the company, I agree as follows: In providing any aid, benefit, or service on behalf of the ECUA pursuant to the Combined Services Agreement, the contractor agrees that the performance shall be in strict compliance with the Americans With Disabilities Act of 1990 (the "Act") (42 U.S.C. S121 01 et seq.). In the event that the contractor, its agents, servants, employees, or subcontractors violate or are alleged to have violated the Act during the performance of the Combined Services Agreement, the contractor shall defend the ECUA in any action or administrative proceeding commenced pursuant to this Act. The contractor shall indemnify, protect, and save harmless the ECUA, its agents, servants, and employees from and against any and all suits, claims, losses, demands, or damages, of whatever kind or nature arising out of or claimed to arise out of the alleged violation. The contractor shall, at its own expense, appear, defend, and pay any and all charges for legal services and any and all costs and other expenses arising from such action or administrative proceeding or incurred in connection therewith. In any and all complaints brought pursuant to the ECUA’s grievance procedure, the contractor agrees to abide by any decision of the ECUA which is rendered pursuant to said grievance procedure. If any action or administrative proceeding results in an award of damages against the ECUA, or if the ECUA incurs any expense to cure a violation of the ADA which has been brought pursuant to its grievance procedure, the contractor shall satisfy and discharge the same at its own expense. The ECUA shall, as soon as practicable after a claim has been made against it, give written notice thereof to the contractor along with full and complete particulars of the claim, If any action or administrative proceeding is brought against the ECUA or any of its agents, servants, and employees, the ECUA shall expeditiously forward or have forwarded to the contractor every demand, complaint, notice, summons, pleading, or other process received by the ECUA or its representatives. It is expressly agreed and understood that any approval by the ECUA of the services provided by the contractor pursuant to the Combined Services Agreement will not relieve the contractor of the obligation to comply with the Act and to defend, indemnify, protect, and save harmless the ECUA pursuant to this paragraph. It is further agreed and understood that the ECUA assumes no obligation to indemnify or save harmless the contractor, its agents, servants, employees and subcontractors for any claim which may arise out of their performance of the Combined Services

Name of Bidder:


A-59 5245716.2

Agreement. Furthermore, the contractor expressly understands and agrees that the provisions of this indemnification clause shall in no way limit the contractor’s obligations assumed in the Combined Services Agreement, nor shall they be construed to relieve the contractor from any liability, nor preclude the ECUA from taking any other actions available to it under any other provisions of the Combined Services Agreement or otherwise at law.

Name: ________________________________________________

Title: ___________________________________________________

Date: __________________________________________________

Signature: ______________________________________________

Name of Bidder:


A-60 5245716.2

FORM A-30


CERTIFICATION OF NON-INVOLVEMENT IN PROHIBITED ACTIVITIES IN IRAN

PART 1: CERTIFICATION

BIDDERS MUST COMPLETE PART 1 BY CHECKING EITHER LINE.

FAILURE TO CHECK ONE OF THE LINES WILL RENDER THE PROPOSAL NON-RESPONSIVE.

Pursuant to Public Law 2012, c. 25, any person or entity that submits a bid or proposal or otherwise proposes to enter into or renew a contract must complete the certification below to attest, under penalty of perjury, that neither the person or entity, nor any of its parents, subsidiaries, or affiliates, is identified on the Department of Treasury’s Chapter 25 list as a person or entity engaging in investment activities in Iran. The Chapter 25 list is found on the State of New Jersey Division of Purchase and Property’s website at http://www.state.nj.us/treasury/purchase/pdf/Chapter25List.pdf. Bidders must review this list prior to completing the below certification. Failure to complete the certification will render a bidder’s proposal non-responsive. If the State of New Jersey Director of the Division of Purchase and Property finds a person or entity to be in violation of law, s/he shall take action as may be appropriate and provided by law, rule or contract, including but not limited to, imposing sanctions, seeking compliance, recovering damages, declaring the party in default and seeking debarment or suspension of the party. PLEASE CHECK THE APPROPRIATE LINE: _________ I certify, pursuant to Public Law 2012, c. 25, that neither the bidder listed above nor any of the bidder’s parents, subsidiaries, or affiliates is listed on the N.J. Department of the Treasury’s list of entities determined to be engaged in prohibited activities in Iran pursuant to P.L. 2012, c. 25 (“Chapter 25 List”). I further certify that I am the person listed above, or I am an officer or representative of the entity listed above and am authorized to make this certification on its behalf. I will skip Part 2 and sign and complete the Certification below. OR _________ I am unable to certify as above because the bidder and/or one or more of its parents, subsidiaries, or affiliates is listed on the Department’s Chapter 25 list. I will provide a detailed, accurate and precise description of the activities in Part 2 below and sign and complete the Certification below. Failure to provide such will result in the

Name of Bidder:


A-61 5245716.2

proposal being rendered as nonresponsive and appropriate penalties, fines and/or sanctions will be assessed as provided by law.

PART 2: PLEASE PROVIDE FURTHER INFORMATION RELATED TO INVESTMENT ACTIVITIES IN IRAN

You must provide a detailed, accurate and precise description of the activities of the bidding person/entity, or one of its parents, subsidiaries or affiliates, engaging in the

investment activities in Iran outlined above by completing the items below.

PLEASE PROVIDE THOROUGH ANSWERS TO EACH QUESTION. IF YOU NEED TO MAKE ADDITIONAL ENTRIES, PLEASE ADD ADDITIONAL SHEET(S) OF PAPER.

1. Name: ________________________________________________ 2. Relationship to Bidder: ________________________________________________ 3. Description of Activities:

____________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________

4. Duration of Engagement: ________________________________________________ 5. Anticipated Cessation Date: ________________________________________________ 6. Bidder Contact Name: ________________________________________________ 7. Bidder Contact Phone Number:

________________________________________________

CERTIFICATION

I, being duly sworn upon my oath, hereby represent that the foregoing information and any attachments thereto to the best of my knowledge are true and complete. I acknowledge: that I am authorized to execute this certification on behalf of the bidder; that the ECUA is relying on the information contained herein and that I am under a continuing obligation from the date of this certification through the completion of any contracts with the ECUA to notify the ECUA in writing of any changes to the information contained herein; that I am aware that it is a criminal offense to make a false statement or misrepresentation in this certification, and if I do so, I am subject to criminal prosecution under the law and that it will constitute a material breach of my agreement(s) with the ECUA, permitting the ECUA to declare any contract(s) resulting from this certification void and unenforceable.

[SIGNATURE ON THE FOLLOWING PAGE]

Name of Bidder:


A-62 5245716.2

Name: ________________________________________________ Title: ___________________________________________________ Date: __________________________________________________ Signature: ______________________________________________

Name of Bidder:

Bid Forms Appendix B 10/12/10

B-1 5245618.2

APPENDIX B

COST PROPOSAL FORM

Name of Bidder:


B-2 5245618.2

FORM B-1

COST PROPOSAL FOR PROVISION OF COMBINED SERVICES FOR ACCEPTABLE WASTE

The undersigned ________________________________________________[NAME OF BIDDER] hereby commits to adhere to and comply with all the requirements and perform all the work described in the Bid Specifications and other Contract Documents contained herein for the prices set forth below. Year $/Ton 1/1/16 – 12/31/16 1/1/17 – 12/31/17 1/1/18 – 12/31/18 1/1/19 – 12/31/19 1/1/20 – 12/31/20

Name of Bidder:


B-3 5245618.2

The Transfer Station and tonnage capacity for which Bidder proposes to provide Transfer Station Services to the Authority pursuant to these Bid Specifications are as follows: Transfer Station: Name: Address: Proposed tonnage:

The proposed Transfer Station facility must have the permitted capacity to accept a minimum of 200,000 tons of Acceptable Waste on an annual basis.

The use of multiple Transfer Stations is specifically precluded.

Name of Bidder:


B-4 5245618.2

The Disposal Facility(ies) and tonnage capacity for which Bidder proposes to provide Combined Services to the Authority pursuant to these Bid Specifications are as follows: Disposal Facility 1: Name: Address: Proposed tonnage: Disposal Facility 2 (if applicable): Name: Address: Proposed tonnage: Disposal Facility 3 (if applicable): Name: Address: Proposed tonnage: Total Annual Capacity At Proposed Disposal Facility(ies): At least 200,000 tons

Name of Bidder:


B-5 5245618.2

Name of Bidder: Address: ______ Authorized Signature Print Name: Title:

Combined Services Agreement 5245712.2

Execution Copy

10/12/10

APPENDIX C

AGREEMENT TO PROVIDE

TRANSFER, TRANSPORTATION, AND DISPOSAL SERVICES FOR SERVICES

FOR ACCEPTABLE WASTE

Combined Services Agreement 2 5245712.2

Execution Copy

10/12/10

AGREEMENT TO PROVIDE

TRANSFER, TRANSPORTATION, AND DISPOSAL SERVICES FOR

ACCEPTABLE WASTE

by and between


and

Dated as of , 201_


Execution Copy

10/12/10

TABLE OF CONTENTS Article I

Definitions

Section 1.01 Certain Definitions ........................................................................................... 6

Section1.02 Terms Generally…………………………………………………………………………………..12

Article II Contractor's

Obligations

Section 2.01 Operation and Maintenance of Transfer Station Facility and

Facility Site…………………………………………………………………………………..13

Section 2.02 Obligation to Accept, Transfer, Transport, and Dispose of

Acceptable Waste ................................................................................... 14

Section 2.03 Rejection of Deliveries ................................................................................... 15

Section 2.04 Insurance ......................................................................................................... 16

Section 2.05 ECUA’s Visitation and Inspection of the Facility ........................................ 18

Section 2.06 Recordkeeping and Reporting .................................................................... 19

Section 2.07 Rules and Regulations ................................................................................... 20

Section 2.08 Vehicles and Equipment ............................................................................... 20

Section 2.09 Disposal of Acceptable Waste .................................................................... 21

Article III

Establishment and Payment of Service Charges

and Other Amounts

Section 3.01 Service Charge ............................................................................................... 22

Section 3.02 Invoices and Payments ................................................................................. 22

Section 3.03 Host Municipality Benefit Payments ............................................................ 23

Section 3.04 Payment Disputes .......................................................................................... 23

Article IV

Security for Contractor’s Obligations

Section 4.01 Security for Performance of Contractor ..................................................... 24

Article V

Covenants and Representations


Execution Copy

10/12/10

Section 5.01 Representations and Warranties of Each Party ......................................... 26

Section 5.02 Additional Representations of the ECUA .................................................... 26

Section 5.03 Additional Representation of the Contractor ........................................... 27

Section 5.04 Covenants of Each Party .............................................................................. 27

Section 5.05 Additional Covenant of the Contractor..................................................... 27

Article VI

Defaults and Termination

Section 6.01 Events of Default ............................................................................................ 28

Section 6.02 Events of Default by the Contractor ........................................................... 28

Section 6.03 Events of Default by ECUA ............................................................................ 28

Section 6.04 Remedies of ECUA ......................................................................................... 29

Section 6.05 Remedies of the Contractor......................................................................... 29

Section 6.06 Pendency of Disputes .................................................................................... 30

Section 6.07 Exclusivity of Remedies .................................................................................. 30

Article VII

Miscellaneous

Section 7.01 Term of Agreement ........................................................................................ 31

Section 7.02 Conditions Precedent to Implementation of Agreement ....................... 31

Section 7.03 Assignment ...................................................................................................... 31

Section 7.04 Indemnification .............................................................................................. 31

Section 7.05 Further Assurances ......................................................................................... 32

Section 7.06 Cooperative Efforts ........................................................................................ 33

Section 7.07 Relationship of the parties ............................................................................ 33

Section 7.08 Notices ............................................................................................................. 33

Section 7.09 Modification .................................................................................................... 34

Section 7.10 Waiver .............................................................................................................. 34

Section 7.11 Severability ...................................................................................................... 34

Section 7.12 No Liability of Commissioners, Officers and Employees ........................... 34

Section 7.13 Governing Law ............................................................................................... 34

Section 7.14 Merger Clause ................................................................................................ 34

Section 7.15 Successors and Assigns ................................................................................. 34

Section 7.16 Third party Beneficiaries ................................................................................ 34

Section 7.17 Affirmative Action .......................................................................................... 35

Section 7.18 Headings ......................................................................................................... 37


Execution Copy

10/12/10

Section 7.19 Counterparts ................................................................................................... 37


Execution Copy

10/12/10

AGREEMENT TO PROVIDE TRANSFER, TRANSPORTATION, AND DISPOSAL SERVICES FOR ACCEPTABLE WASTE, made this ___ day of _______________ , 201_ (the "Agreement"), by and between THE ESSEX COUNTY UTILITIES AUTHORITY (the "ECUA"), a public body corporate and politic of the State of New Jersey organized and existing under the Municipal and County Utilities Authorities Law, constituting Chapter 183 of the Pamphlet Laws of 1957, of the State of New Jersey and the acts amendatory thereof and supplemental thereto, and [NAME OF SUCCESSFUL BIDDER] (the "Contractor"), a [corporation] [partnership] duly organized under the laws of [State].

W-l-T-N-E-S-S-E-T-H:

WHEREAS, pursuant to the provisions of the New Jersey Solid Waste Management Act, constituting Chapter 39 of the Pamphlet Laws of 1970, of the State of New Jersey, and the acts amendatory thereof and supplemental thereto (the "Solid Waste Act"), the County of Essex, New Jersey (the "County") has been designated as a Solid Waste Management District and as such, is charged with the responsibility of adopting and providing for the implementation of the Essex County District Solid Waste Management Plan (the "County Plan") to provide for the disposal of solid waste generated within the geographic boundaries of the County; and

WHEREAS, in furtherance of such requirements the Board of Chosen Freeholders of the

County developed, and the New Jersey Department of Environmental Protection (the "Department") subsequently approved, the County Plan for the Essex County Solid Waste Management District, which provides for, among other things, the development and implementation of a comprehensive solid waste system relating to the collection and disposal of County-generated solid waste; and

WHEREAS, in order to, among other things, provide for the provision of solid waste

management services in a more effective and efficient manner, the Board of Chosen Freeholders, by ordinance finally adopted on July 1,1992, created The Essex County Utilities Authority (the "ECUA") as a public body corporate and politic of the State of New Jersey, with all necessary and proper powers, among other things, to acquire, construct, maintain, and operate or contract for the operation of facilities for the collection, transportation, processing, recycling and disposal of solid waste generated within the geographic boundaries of the County in an environmentally sound manner; and

WHEREAS, on August 4, 1993, the Board of Chosen Freeholders of the County adopted

an amendment to the County Plan designating the ECUA as the sole agency responsible for implementation of the County Plan, which amendment to the County Plan has been certified as approved by the Department; and

WHEREAS, the ECUA has authorized and prepared non-discriminatory bid

specifications to procure Combined Services for at least 200,000 Tons per year of Acceptable Solid Waste generated within Essex County; and

WHEREAS, the ECUA desires to ensure the provision of Combined Services in a reliable,

cost-effective and environmentally sound manner; and


Execution Copy

10/12/10

WHEREAS, the ECUA determined that the Contractor was the lowest responsible bidder for the provision of Combined Services; and

WHEREAS, in order to effectuate the above-described goals, the ECUA and the

Contractor desire to enter into this Agreement; and WHEREAS, the ECUA and the Contractor have duly authorized their respective officials

and officers to enter into and execute this Agreement; NOW THEREFORE, in consideration of the premises and the mutual covenants and

agreements hereinafter contained and of the undertakings of each party to the other, the Parties hereto, intending to be legally bound hereby, mutually covenant, promise and agree as follows:

ARTICLE I

DEFINITIONS AND INTERPRETATIONS

Section 1.01. Certain Definitions. Capitalized words which are used herein as defined terms shall, unless the context clearly requires otherwise, have the meanings ascribed to such words below.

''Acceptable Waste" means the non-recycled portion of Solid Waste generated within

Essex County that constitutes (1) I.D. Type 13 - Bulky Waste (large items, appliances, automobiles, construction and demolition waste), (2) I.D. Type 23 - Vegetative Waste (non-processible portion), (3) I.D. Type 27 - Dry Industrial Waste (non-hazardous industrial waste) in each case as defined by N.J.A.C. 7:26-2.13(g).

In no event shall Acceptable Waste include the following waste types, (1) I.D. Type 10.

- Municipal Waste, (2) I.D. Type 12 - Dry Sewage Sludge, (3) I.D. Type 27A - Dry Industrial Waste (containing asbestos and asbestos containing materials), (4) I.D. Type 72- Bulk liquids and semi-liquids, (5) I.D. Type 73 - Septage Tank Cleanout Waste, (6) I.D. Type 74 - Liquid Sewage Sludge, in each of (1) to (5), inclusive, as defined by N.J.A.C. 7:26-2.13, (7) any Hazardous Waste, (8) infectious and pathological hospital wastes and (9) any prohibited waste types under Applicable Laws.

Recyclable materials consisting of fully source separated recyclable materials or

recyclable materials remaining after separation through transfer station recycling activities shall not constitute Acceptable Waste, provided that such materials are designated as recyclable pursuant to NJDEP regulations and/or the Essex County Solid Waste Management Plan.

"Act" means the Municipal and County Utilities Authorities Law, constituting Chapter

183 of the Pamphlet Laws of 1957, of the State of New Jersey and the acts amendatory thereof and supplemental thereto.

"Applicable Laws" means any permits, licenses and approvals issued for or with respect

to the Facility (or any component thereof) and/or issued for or with respect to the


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performance by a party of its obligations hereunder, and any statute, law, constitution, charter, ordinance, resolution, judgment, order, decree, rule, regulation, directive, interpretation, standard or similarly binding authority, which in any case, shall be enacted, adopted, promulgated, issued or enforced by a governmental body, regulatory agency and/or court of competent jurisdiction that relates to or affects the ECUA, the Contractor and/or the Facility (or any portion thereof), or the performance by a party of its obligations hereunder, including, without limitation, the Plan.

"Authority" or "ECUA" means The Essex County Utilities Authority, the implementing

agency for the Essex County Solid Waste Management District.

"Bid" means the Contractor's submission to the ECUA in response to the Bid Specifications with respect to the provision of Combined Services as described in the Bid Specifications, including all technical, legal, financial information, all General Bid Transmittal Forms (Appendix A of the Bid Specifications), all Cost and Other Bid Forms (Appendix B of the Bid Specifications), this executed Agreement, and any and all information required to be submitted in accordance herewith.

"Bid Specifications" means the bid specifications issued for the provision of Combined

Services which Bid Specifications may be amended or modified from time to time in accordance with the Local Public Contracts Law prior to the date established for the submission of Bids.

"Billing Year" means a twelve-month period commencing on January 1 and ending on

December 31.

"Board of Chosen Freeholders" means the Essex County Board of Chosen Freeholders.

"Combined Services" means collectively the services required to be provided by the Contractor pursuant to this Agreement and the Bid Specifications in connection with the transfer, transportation, and disposal of Acceptable Waste, including, but not limited to, receiving, weighing, processing, and loading Acceptable Waste onto transfer trailers to deliver such Acceptable Waste to the Disposal Facility(ies) and to dispose of such Acceptable Waste at the Disposal Facility(ies).

"Combined Services Agreement" means this "Agreement to Provide Transfer,

Transportation, and Disposal Services for Acceptable Waste," to be executed by the ECUA and the Contractor setting forth the terms and conditions relating to the transfer, transportation, and disposal of Acceptable Waste.

"Commencement Date" means the date that the Contractor shall commence

provision of the Combined Services. Unless otherwise notified in writing by the ECUA, the Commencement Date is expected to occur on or about January 1, 2016.

"Contract Date" means ________________, 201_.


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"Contractor Fault" means any breach, failure, non-performance or non-compliance by the Contractor with the terms and conditions of this Agreement or the terms of any Permits, licenses or approvals applicable to the Facility, or any negligent or willful act or omission of any officer, agent, employee, contractor, subcontractor of any tier or independent consultant or contractor of the Contractor which prevents or delays the Contractor from performing its obligations under the terms of this Agreement or which increases the cost of such performance or limits or impairs the ability of ECUA to receive the benefits of its rights under this Agreement.

"County" means the County of Essex, New Jersey, and its successors and assigns.

"Day" means a 24-hour period of time, beginning at 12:01 a.m. in the eastern time zone in the United States and coinciding with the calendar day, whether or not a Saturday, Sunday or Legal Holiday.

"DEP," "NJDEP," or the "the Department" means the New Jersey Department of

Environmental Protection, or any successor thereof, including any agency or department to which the powers of the Department of Environmental Protection shall be transferred.

"Disposal Facility(ies)" means the sanitary landfill that will ultimately be utilized for the

disposal of Acceptable Waste. "ECUA Fault" means (a) any breach, failure, non-performance or non-compliance by

the ECUA with the terms and conditions of this Agreement or the terms of permits, licenses or approvals applicable to the ECUA, or any negligent or willful act or omission of any director, official, agent, employee, contractor, subcontractor of any tier or independent consultant or contractor of the ECUA which prevents or delays the Contractor from performing its obligations under the terms of this Agreement, or which increases the cost of such performance or limits or impairs the ability of the Contractor to receive the benefits of its rights thereunder, and/or (b) any action or failure to take action by the County or the ECUA which limits or impairs the Contractor's right to arrange for the delivery of Acceptable Waste to the Facility.

"EPA" means the United States Environmental Protection Agency, or any successor

thereof, including any agency or department to which the powers of the United States Environmental Protection Agency shall be transferred.

"Essex County Resource Recovery Facility" or "ECRRF" means the waste-to-energy

facility located at 183 Raymond Boulevard, Newark, New Jersey 07105, that is owned by the Port Authority of New York and New Jersey.

"Event of Default" means the non-performance of the Contractor under the terms of

this Agreement. "Facility" means the [Transfer Station Facility] [Disposal Facility] designated by the

Contractor to be utilized pursuant to this Agreement.


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"Facility Site" means the real property upon which the [Transfer Station Facility] [Disposal Facility] has been constructed, as more particularly described in Schedule 1 hereto.

"Governmental Body" means, as appropriate, any one or several of, any Court of

competent jurisdiction, the United States of America, the State of New Jersey and/or any state in which the Facility is located or which validly exerts appropriate jurisdiction over the Contractor or its activities relating to the Facility; or any agency, authority, regulatory body or subdivision of any of the above as may have jurisdiction over or power and authority to regulate the ECUA, the Contractor, and/or the transfer, transportation, and disposal of Acceptable Waste.

"Guarantor" means either a joint venture partner, or other similar entity, who assumes

joint and several liability for the Contractor, or other entity serving as Guarantor and which in each case guarantees performance of the obligations of the Contractor under the terms of this Agreement.

"Hazardous Substances" means any material which is defined as a hazardous

substance under the provisions of the Comprehensive Environmental Response, Compensation and Liability Act of 1980 and any applicable State law, in either case, as replaced or amended from time to time, and the rules, regulations and official written policies and guidelines promulgated thereunder.

"Hazardous Waste" means (1) any waste, material, or substance which, by reason of its

composition or characteristic, is regulated as a toxic or hazardous waste or substance under, without limitation, (a) the Solid Waste Disposal Act, 42 U.S.C.A. 6901, et seq., as replaced or amended from time to time, and the rules,, regulations and written policies or written guidelines promulgated thereunder, (b) the New Jersey Solid Waste Management Act, N.J.S.A. 13:1 E-1 et seq. and the regulations thereunder, including N.J.A.C. 7:26-8.1 et. seq., as replaced or amended from time to time, and the rules, regulations and written policies or written guidelines promulgated thereunder, and (c) the Toxic Substances Control Act, 15 U.S.C. §260 et seq., as replaced or amended from time to time, and the rules, regulations and written policies and written guidelines promulgated thereunder, or any other laws of similar purpose or effect, and such policies or regulations thereunder, or under any other relevant federal or state law as replaced or amended from time to time, and the rules, regulations, written policies or written guidelines promulgated thereunder, or (2) radioactive material which is source, special nuclear or by-products material within the meaning of the Atomic Energy Act of 1954 as replaced or amended from time to time, and the rules, regulations and written policies or written guidelines promulgated thereunder, or (3) any other waste, material or substance which any Governmental Body having appropriate jurisdiction shall determine from time to time is harmful, toxic, hazardous or dangerous, or otherwise ineligible for delivery to the Facilities, as the case may be, other than those permitted for disposal of hazardous wastes; or (4) all material defined as hazardous by the Resource Conservation and Recovery Act of 1976, or the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as replaced or amended from time to time, and the rules, regulations and written policies and written guidelines promulgated thereunder.

"Landfill" or "Landfills" means any and all portions of the landfill (s) that are designated


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by the Contractor as a Disposal Facility. "Legal Holidays" means those legal holidays which are set forth on Schedule 2 hereto,

as the same may be amended or supplemented from time to time, "Local Public Contracts Law" means the New Jersey Local Public Contracts Law,

constituting Chapter 198 of the Pamphlet Laws of 1971, of the State of New Jersey and the acts amendatory thereof and supplemental thereto.

"Overdue Rate" means the lesser of (a) the maximum rate of interest permitted by

Applicable Laws, or (b) 1% over the prime rate of interest published in The Wall Street Journal,

or such other daily financial publication as shall be mutually agreeable to the parties if The Wall Street Journal ceases to be published or ceases to publish such information.

"Permits" means the applicable approvals, authorizations, certifications, licenses and

permits issued by federal, State or local governmental authorities required for the operation and maintenance of the Facility.

"Plan" means the Essex County District Solid Waste Management Plan adopted by the

governing body of the County pursuant to the provisions of the Solid Waste Act, relating to the collection and disposal of Solid Waste generated within the geographic boundaries of the County, as the same has been previously amended and supplemented and as may be further amended and/or supplemented from time to time.

"Receiving Time" means the times that Acceptable Waste may be delivered to a

Facility, as designated in a written notice delivered by the Contractor to the ECUA, as the same may be amended from time to time, but in no event at times that do not include the hours set forth in the Facility Permits, licenses and approvals as of the Commencement Date.

"Recyclable Materials" means those .materials which would otherwise become solid

waste and which may be collected, separated or processed and returned to the economic mainstream in the form of raw materials or products pursuant to the Essex County District Recycling Plan and § 3 of P.L. 1987, C.102.

"Schedule" means any exhibit, schedule or annex which is attached to, incorporated

in, or made a part of this Agreement. "Service Charges" means the fees payable for or with respect to the provision of

Services, as set forth in Section 3.01 hereof. "Solid Waste" means all materials or substances that were generally discarded or

rejected as being spent, useless, worthless or in excess to the owners at the time of such discard or rejection.

"Solid Waste Act" means the New Jersey Solid Waste Management Act constituting

Chapter 39 of the Pamphlet Laws of 1970, of the State of New Jersey and the acts amendatory thereof and supplemental thereto.


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"State" means the State of New jersey. "Term" means the five (5) years beginning on the Commencement Date and ending

five (5) years after the Commencement Date, unless earlier terminated pursuant to this Agreement or the Bid Specifications.

"Ton" means a short ton of 2000 pounds. "tpd” means Tons per day. "tpy" means Tons per year. ["Transfer Station Facility" means such transfer station that is utilized by the Contractor

for the provision of Combined Services in accordance with this Combined Services Agreement. ]

"Unacceptable Waste" means any material that is not Acceptable Waste. "Uncontrollable Circumstance" means any act, event or condition occurring on or

after the Contract Date that has had, or may reasonably be expected to have, a material and adverse effect (for this purpose, any act, event or condition or the costs of which are the result of the willful or negligent action or inaction of a party shall not be deemed to have a material and adverse effect) on a right or an obligation of either or both of the ECUA or the Contractor under this Agreement if such act, event or condition is beyond the reasonable control of the party relying thereon as justification for not performing under this Agreement. Uncontrollable Circumstances shall include the following:

(a) an act of God, landslide, lightning, earthquake, fire, explosion, flood, nuclear

radiation, acts of a public enemy, war, blockade, insurrection, riot or civil disturbance or any similar occurrence, or a condemnation or other taking by or on behalf of any public, quasi-public or private entity; but not including reasonably anticipated weather conditions for the geographic area of the Facility; and

(b) the suspension, termination, interruption, denial or failure of renewal or

continuation of any permit, license, consent, authorization, or approval required for the provision of Combined Services; provided however, that such event shall not be the result of the willful or negligent action or inaction of the party relying thereon; and

(c) the loss of or inability to obtain any utility services, including water, sewerage,

fuel oil, gasoline and electric power other than that generated by the Facility, necessary for operation of the Facility if such loss or inability is not the result of the willful or negligent action or inaction of the Contractor; and

(d) a public or private labor dispute relating to the collection of Solid Waste which

involves persons other than those working for (or on behalf of] the Contractor or any affiliate or subcontractor hired by the Contractor, which prevents the delivery of Solid Waste to the


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Facility (including Acceptable Waste delivered or to be delivered by (or on behalf of) the ECUA); and

The occurrence of an Uncontrollable Circumstance shall only suspend the obligations

of the parties hereto to perform their respective obligations hereunder to the extent that such performance is impaired or prevented as a direct result of such occurrence.

"USEPA" or "EPA" means the United States Environmental Protection Agency, or any

successor agency. "Waste-to-Energy Facility" means a facility employing large scale mass-burn

technology to combust solid waste to produce energy. "Wrongfully Rejected Waste" means Acceptable Waste that the Contractor does not

accept for transfer, transportation, and disposal of at the Facility due to a circumstance that neither is ECUA Fault, an Uncontrollable Circumstance, nor Acceptable Waste which the Contractor is entitled to reject pursuant to the provisions of Section 2.03 hereof.

Section 1.02. Terms Generally. Whenever the context may require, any pronoun which

is used in this Combined Services Agreement shall include the corresponding masculine, feminine and neuter forms and the singular shall include the plural and vice versa. Unless otherwise noted, the words "include," "includes" and "including" which are used in this Combined Services Agreement shall be deemed to be followed by the phrase "without limitation." The words "agree," "agreements," "approval" and "consent" which are used in this Combined Services Agreement shall be deemed to be followed by the phrase "which shall not be unreasonably withheld or unduly delayed" except as may otherwise be specified.


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ARTICLE II

CONTRACTOR'S OBLIGATIONS

Section 2.01. Operation and Maintenance of Facility and Facility Site.

(a) General. Except to the extent otherwise provided in this Agreement, the Contractor shall operate and maintain the Facility and the Facility Site so as to transfer, transport, and dispose of the Acceptable Waste delivered by (or on behalf of) the ECUA under this Agreement, in accordance with Applicable Laws, and the Bid Specifications.

(b) Ownership or Lease of Facilities. The Contractor shall own, lease, or

otherwise control, operate, maintain a Facility(ies), capable of accepting Acceptable Waste (at least 100,000 Tons and up to 200,000 Tons per year). If the Contractor is a lessee pursuant to a lease of the Facility, the lease term shall not expire before five (5) years following the Commencement Date. Should the term of the lease expire prior to expiration or otherwise earlier termination of this Agreement, the Contractor must have demonstrated, as part of its Bid, the ability to extend the lease. The Facility shall be operated in accordance with all applicable permits and regulations relating to such Facility and in accordance with the terms and conditions of this Agreement. In particular, if the Facility is located outside of Essex County or the State of New Jersey, they must be capable of accepting waste generated within Essex County without violating any federal, state or local laws, rules, regulations or orders.

(c) Operation of Facility. Unless prevented or inhibited by ECUA Fault and/or

the occurrence and continuation of an Uncontrollable Circumstance, the Contractor shall, at its own cost and expense, operate and maintain the Facility in accordance with this Agreement, Applicable Laws, the Contractor's rules and regulations, and so as to ensure that the Facility is able to receive Acceptable Waste, for transfer, transportation, and disposal, and comply with permits, licenses, and/or approvals. As between the ECUA and the Contractor, the Contractor shall be responsible for payment of any fines, penalties or assessments imposed by the DEP or any other regulatory agency having competent jurisdiction as a result of the failure of the Facility to comply with Applicable Laws, unless such failure shall result from the occurrence or continuation of ECUA Fault.

(d) Permits. The Contractor shall be responsible for obtaining all necessary

permits, licenses, and approvals required in connection with the provision of Services under this Agreement from all regulatory agencies having competent jurisdiction. The Contractor shall also be responsible for maintaining and/or renewing said permits, if necessary during the Term of this Agreement. In the event that the Contractor has not obtained the necessary regulatory permits and/or approvals to fully perform the Services herein required, within sixty (60) days of the expiration of the current permits, the Contractor shall be in Default and will be subject to the remedies set forth in Article VII.

(f) Compliance with Previously Executed Construction and/or Operation

Agreements, The Contractor shall be responsible for satisfaction of and compliance with all provisions of any construction and/or operation agreements and all other ancillary


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agreements previously executed by the Contractor for or with respect to the Facility, including without limitation, any leases, host municipality agreements, financing documents, performance guarantees, and/or payment obligations.

(g) Regulatory and Other Approvals. The Contractor (with the assistance and

cooperation of the ECUA) shall be responsible for satisfying and complying with any regulatory, governmental, or other procedures required for or. with respect to (ij this Agreement, (ii) the Contractor's respective obligations hereunder, (iii) any jurisdictional procedures required with respect to the provision of Combined Services, (iv) the procedural requirements of the jurisdiction in which the Facility is located, including execution and/or maintenance of a host community agreement that specifically authorizes the acceptance of out-of-state waste if the Facility is located in a state other than New Jersey, and (v) the procedural requirements of any jurisdiction exercising regulatory powers with respect to the Contractor,

(h) Technical Requirements. The Contractor shall be responsible for complying with

the technical requirements in Schedule 3 and in the Bid Specifications. Section 2.02. Obligation to Accept, Transfer, Transport, and Dispose of Acceptable

Waste; Accounting/Computer System; Transfer Trailers.

(a) General. The Contractor shall (except to the extent otherwise provided in

Section 2.03 hereof) accept; transfer, transport, and dispose of all Acceptable Waste delivered to the Facility by (or on behalf of) the ECUA pursuant to this Agreement and the Bid Specifications.

THE ECUA AND THE COUNTY DO NOT AND WILL NOT WARRANT OR GUARANTEE THE AMOUNT OR COMPOSITION OF SOLID WASTE TO BE AVAILABLE FOR THE PROVISION OF COMBINED SERVICES IN ANY GIVEN YEAR OR IN THE AGGREGATE PURSUANT TO THIS AGREEMENT. NOTHING CONTAINED HEREIN OR IN ANY OF THE BID DOCUMENTS SHALL BE CONSTRUED TO GUARANTEE OR WARRANT SUCH AMOUNTS OR COMPOSITION. TONNAGE AMOUNTS SET FORTH HEREIN CONSTITUTE EITHER HISTORIC FLOW RATES OR ESTIMATES OF FUTURE FLOW RATES AND MAY NOT BE INDICATIVE OF ACTUAL FLOW RATES TO BE EXPERIENCED IN THE FUTURE.

NOTHING HEREIN SHALL ENTITLE THE CONTRACTOR TO ANY CLAIM TO A SERVICE CHARGE INCREASE FOR LOST PROFITS OR FOR ANY OTHER COMPENSATION WHATSOEVER IN THE EVENT THAT ACTUAL WASTE QUANTITIES AND COMPOSITION DELIVERED TO AND PROCESSED UNDER THIS AGREEMENT ARE MORE OR LESS THAN HISTORICAL QUANTITIES OR COMPOSITIONS OR ANY PROJECTION OF FUTURE QUANTITIES AND COMPOSITIONS THAT MAY BE CONTAINED HEREIN.

(b) Weighing Facilities; Rules and Regulations. The Contractor shall operate and maintain weighing facilities at the Facility Site for the purpose of determining, among other things, the total tonnage of Acceptable Waste which is delivered to the Facility by for on behalf of) the ECUA. The Contractor shall regulate the flow of traffic through the Facility scales and info the Facility receiving area. In addition, the Contractor shall establish and enforce reasonable rules and regulations concerning use of the Facility (including requirements for insurance, prepayment/payment, etc.), provided however, that such rules


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and regulations do not contradict any provision, right, or obligation under this Agreement. Contractor shall notify the Authority, in writing, in the event that the queing lines at the Facility result in a 1/2 hour waiting time measured by the last truck on line.

(a) The Contractor shall, at its own expense administer and maintain and operate an on-site billing system, established by the ECUA, including but not limited to a computer link up between the Facility and the ECUA offices.

(b) The Contractor shall accommodate Non-Registered haulers/County residents on an appointment basis on Saturday.

(c) If the Facility is unable to accommodate the staging of transfer trailers

throughout the Facility's operating hours, specific hours must be allocated each day for accommodating the staying of transfer trailers. Such hours shall be established by the Contractor in writing, and agreed upon by the ECUA, prior to the Commencement Date.

Section 2.03. Rejection of Deliveries.

(a) Contractor's Rejection Rights. The Contractor may reject deliveries of Acceptable Waste delivered to the Facility by {or on behalf of) the ECUA under the following circumstances: (i) Acceptable Waste is delivered to the Facility at hours other than the permitted Receiving Times or in violation of the Facility's Rules and Regulations, (ii) Acceptable Waste that the Contractor is unable to accept as a result of the occurrence of an Uncontrollable Circumstance or ECUA Fault, (iii) Solid Waste that (due to its character or composition) is properly defined as Hazardous Waste or Unacceptable Waste. The contractor may not reject Acceptable Waste for any other reason. In such event the provisions of Section (e) below and Article VII shall apply. Contractor shall immediately notice, in writing, the ECUA in the event of rejection.

(b) Other Obligations Not Effected by Contractor's Right to Reject. The provisions of subparagraph (a) above shall only apply to the Contractor's right to reject Acceptable Waste and shall not abrogate any of the Contractor's other obligations (including the payment of damages) under the terms of this Agreement.

(c) Composition of Acceptable Waste. Nothing shall be construed to mean

that the ECUA guarantees the composition or quantity of any Acceptable Waste as it pertains to the proportion of any material contained therein and the provisions of Section 7.03 hereof shall not be applicable to delivery of such Acceptable Waste. As such, other than the rejection right provided to the Contractor pursuant to Section 2.03(a) (iii) hereof, the obligations of the Contractor hereunder shall not be diminished due to any variation in the composition of any Acceptable Waste which is delivered to the Facility.

(d) Transportation and Disposal of Wrongfully Rejected Waste. Any Acceptable Waste that is delivered to the Facility by [or on behalf of) the ECUA that is rejected without a permitted rejection right shall constitute Wrongfully Rejected Waste. Such Wrongfully Rejected Waste shall be transported to and disposed of at an alternate disposal facility provided by (or on behalf of) the ECUA. The ECUA shall use reasonable efforts to


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transport and dispose of any Wrongfully Rejected Waste in the most economical manner practicable consistent with Applicable Laws and then current market conditions so as to mitigate the amount of damages payable by the Contractor hereunder.

(e) Payment of Damages by the Contractor for Wrongfully Rejected Waste.

The Contractor shall pay the ECUA as liquidated damages an amount equal to the excess, if any, of (i) the actual cost incurred by the ECUA for the transfer, transportation and disposal of Wrongfully Rejected Waste, over (ii) the Service Charge applicable to the Wrongfully Rejected Waste.

Notwithstanding the foregoing, the Contractor may (at its sole cost and

expense) obtain insurance with respect to payment of the amount of liquidated damages payable under this paragraph (e). In such event, any payment made to the ECUA pursuant to such insurance policy shall for purposes of this paragraph (e) be deemed to have been made by the Contractor hereunder.

Payment of such damages shall be made by the Contractor within thirty (30)

Days of receipt of an invoice from ECUA for such payment together with documentation substantiating such costs.

Payments made by the Contractor pursuant to this Section for Wrongfully

Rejected Waste shall constitute the ECUA's sole and exclusive remedy with respect to Wrongfully Rejected Waste. The parties hereto agree that the damages arising out of or relating to the wrongful rejection of Acceptable Waste are difficult to ascertain or measure and, as such, that the liquidated damages payable hereunder in respect of Wrongfully Rejected Waste are payable as damages and do not constitute a penalty.

(f) Transportation and Disposal of Properly Rejected Waste. Any

Acceptable Waste that would otherwise be delivered to the Facility by (or on behalf of) the ECUA that is properly rejected by the Contractor pursuant to the provisions of Section 2.03(a) hereof shall be transported to and disposed of at an alternate disposal facility provided by (or on behalf of) the ECUA.

Section 2.04. Insurance.

(a) From and after the Commencement Date and throughout the Term of this Agreement, the Contractor shall, at its sole cost and expense, maintain with responsible insurers licensed to do business in the State, at a minimum, the insurance required to be provided under the provisions of this Section 2.04 and the Bid Specifications and shall comply with all terms and conditions relating thereto.

(b) Ten (10) Days prior to the Commencement Date, the Contractor shall

provide the ECUA with a certificate of insurance that evidences compliance with the requirements of this Section 2.04. Thereafter, new or renewal certificates shall be delivered at least sixty (60) Days prior to expiration of the current policy (ies). If the Contractor fails or neglects to obtain or to maintain (or cause same to be obtained or maintained) any insurance that it is required to provide or to furnish the ECUA with satisfactory evidence of


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coverage on any such policy, the ECUA may purchase such insurance if the Contractor fails to do so within five (5) Days after receipt of written notice of the lack of required coverage. All such payments made by the ECUA shall be recoverable from the Contractor promptly upon being billed therefor, together with interest thereon at the Overdue Rate.

(c) Sixty (60) days prior to cancellation or material change or notice of non-

renewal or material change in the policies, the Contractor shall give notice to the ECUA, by registered mail, return receipt requested, for all of the following stated insurance policies. The Certificate of Insurance shall state:

Should any of the above described policies be cancelled before the expiration date thereof, the issuing company will mail sixty (60) days written notice to the certificate holder named to the left. All notices shall name the Contractor and identify this Combined Services

Agreement. All policies shall be endorsed naming the ECUA and the County of Essex as additional insureds. All policies shall require that the insured will pay all defense claims and any judgments entered herein. It is expected that all policies will be issued on an occurrence basis. The ECUA may waive or modify any requirement stated herein if the ECUA, in its sole judgment and discretion, deems it would be in its best interests to do so.

(d) Workers' Compensation. The Contractor shall obtain Standard Workers' Compensation Insurance indemnifying the Contractor, the ECUA, and the County against any loss arising from liability or injuries sustained by any and all agents, servants, employees of the Contractor who shall be entitled to compensation under the Workers' Compensation Law of the State of New Jersey or applicable host jurisdiction. If the Contractor is 'incorporated outside the State of New Jersey, then said policy must include: "Other States' Endorsements.”

(e) General Liability. The Contractor shall obtain Comprehensive General

Liability Insurance on an "occurrence" form with a one million dollars ($1,000,000.00) combined single limit of liability per occurrence and three million dollars ($3,000,000.00) annual aggregate. The Policy shall include the Board Form Endorsement if written on a 1973 Occurrence Form. If written on a 1990 Simplified Occurrence Form, the Policy will contain no endorsements that would limit or eliminate the coverage provided by the ISO version without endorsements and will include ISO Form CG 25 03 11 85. Amendment - Aggregate Limits of Insurance (per Project).

(f) Automobile Liability. The Successful Bidder shall obtain Automobile Liability

Insurance with a minimum combined single limit of liability of one million dollars ($1,000,000.00) per accident. Said Policy must include coverage for owned, non-owned and hired autos. The Policy must also have an MCS-90 endorsement, a true copy of which must be filed with the ECUA. The Successful Bidder shall respond to environmental liability while used motor oil is in transit from a collection site to the Successful Bidder's ultimate destination. The policy must provide for the defense for the first named insured, as well as the ECUA and the County, all of whom are to be endorsed to the policy as additional insured.


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(g) Disability. The Contractor shall provide proof of compliance with the

Disability Benefits Law.

(h) Optional Limits. The Contractor shall obtain Excess or Umbrella Liability Policy (to respond in excess of the commercial general liability and employers liability policies) at limits of $1,000,000.00, $2,000,000.00 and $3,000,000.00 combined single limits per occurrence.

(i) Policy Changes. If at any time any of the foregoing policies shall be or

become unsatisfactory to the ECUA, as to form or substance, or if a company issuing any such policy shall be or become unsatisfactory to the ECUA, the Contractor shall, upon notice to that effect from the ECUA, within thirty (30) days obtain a new policy, submit the same to the ECUA for approval and submit a Certificate hereof as hereinabove provided. Upon failure of the Contractor to furnish, deliver, and maintain such insurance as herein provided, this Agreement, at the election of the ECUA, may be forthwith declared suspended, discontinued, or terminated. Failure of the Contractor to take out and/or maintain any required insurance shall not relieve the Contractor of any liability under any Agreement. All policies required above shall contain a sixty (60J day notice of cancellation and/or of non-renewal clause and shall require the insured to immediately notify the ECUA of its intent to either cancel or not to renew.

(i) Insurance Companies. The Contractor shall use an insurance company(ies) that has (have) an A.M. Best Company rating of at least AX. The ECUA, in its sole judgment and discretion, if it considers it appropriate to do so, may allow the Contractor to utilize and insure with a rating less than AX. All such requests must be forwarded to the ECUA for its review and approval. The Contractor shall use gn insurance company(ies) that is (are) authorized to underwrite insurance risks for the specific line(s) of coverage by the Department of Insurance of the State of New Jersey or the applicable host jurisdiction.

(j) Contractual Liability insurance. The Contractor shall agree to indemnify, defend, and hold harmless the ECUA and the County of Essex, and their respective officers, agents, contractors, subcontractors, servants and employees, from and against any and all claims, demands, suits, proceedings, liabilities, judgments, awards, losses, damages, costs and expenses, including attorneys' fees, because of bodily injury, sickness, disease or death, sustained by any person or persons, or injury or damages to, or destruction of, any property directly or indirectly arising out of, relating to, or in connection with the work, whether or not due or claimed to be due, in whole or in part, to the active, passive or concurrent negligence or fault of the Contractor, its officers, agents, servants, or employees and/or any other person or persons and whether or not such claims, demands, suits or proceedings are just, unjust, groundless, false, or fraudulent.

The Contractor shall furnish evidence to the ECUA that, with respect to accomplishing the work in this Agreement, that it carries Contractual Liability Insurance in the amounts specified in paragraph (e) above.


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(k) Pollution Insurance. The Policy shall contain Contractor's Pollution Insurance with a minimum single limit of five million dollars ($5,000,000.00) per occurrence with a ten million dollar ($10,000,000.00) annual aggregate. Said Policy shall be written on an occurrence form with a minimum five (5) year sunset clause on coverage for completed operations. The Policy must provide for the defense of the ECUA as a first named insured, as well as its officers, employees, agents and servants, all of whom are to be endorsed to the Policy as additional insureds. The Pollution Insurance Policy must include coverage for the removal, clean-up, and remediation of any and all pollutants at an operation exposure or while in transit due to the negligence of the Contractor. Further, the Policy must provide bodily injury and property damage liability coverage resulting from or directly related to a pollution event caused by the Contractor.

Section 2.05. ECUA's Visitation and Inspection of the Facility.

(a) Visitation and Inspection. The ECUA, at its sole cost and expense, shall have the right (along with its agents and representatives], upon prior reasonable notice to the Contractor, to visit and to accompany visitors through the Facility during normal weekday business hours (i.e., 8:30 a.m. to 4:00 p.m.) in order to observe and to permit others to observe, the various services which the Contractor performs.

(b) Inspection. Subsequent to the Commencement Date, the ECUA may, at its sole cost and expense, and with the full cooperation of the Contractor after providing reasonable notice, inspect the Facility and Facility related activities to determine whether the Contractor is in compliance with its obligations under the terms of this Agreement. The Contractor shall not be entitled to any additional compensation for participating in such inspections. Unless otherwise agreed to by the Contractor (which agreement shall not be unreasonably withheld) up to two (2) employees of the ECUA may have access to the Facility and surrounding area for purposes of inspection or for observation of the waste delivered to the Facility for transfer, transportation, and disposal; provided however, that the ECUA's representative(s) shall comply with all reasonable rules and regulations of the Contractor pertaining to the safe and efficient operation of the Facility and/or the Facility Site and the ECUA's representative(s) shall not interfere with such operation.

(c) Compliance with Rules and Regulations. In connection with such

inspections or visitations, the ECUA shall, on its own behalf, and on behalf of its agents and representatives, comply and cause its agents and representatives to comply, with all reasonable rules and regulations which are adopted by the Contractor, including a requirement that each person, inspecting or visiting the Facility sign a statement agreeing (t) to assume the risk of the inspection or visitation, but not the risk of injury due to the intentional or negligent acts or omissions to act of the Contractor, and (ii) not to disclose or use (consistent with Applicable Laws) any confidential information of the Contractor, to the extent such information has been identified as being confidential as of the Commencement Date and from time to time thereafter through the Term of this Agreement. However, neither the ECUA, nor its agents and representatives shall be held liable for any damage or injury which may result from any disclosure that might occur by any person [other than the ECUA, its officers, members, employees, and agents) inspecting or visiting the Facility.


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Section 2.06 Recordkeeping and Reporting

(a) The Contractor shall, at its sole cost and expense, prepare and maintain proper, accurate and complete books and records and accounts of all transactions and other matters relating to this Agreement for which the Contractor has invoiced the ECUA.

(b) The ECUA shall establish and maintain an information system to provide storage and ready retrieval of any information necessary to verify calculations made with respect to the transportation and disposal of Wrongfully Rejected Waste, to the extent that such information is or should have been within its control.

(c) Both the ECUA and the Contractor shall provide for the retention and storage of all records described in this Section 2.06 for a period of at least seven (7) years. The use of remote storage media, consisting of maintaining photocopies, microfilm or microfiche copies, access to electronic storage media or any other commonly used storage system with respect to such records within the jurisdictional boundaries of the Contractor shall constitute such retention and storage, regardless of where the foregoing records are physically located.

(d) In furtherance of its obligations hereunder, during the Term of this

Agreement, the Contractor shall be obligated to cause all applicable data (including hauler account information, and daily disposal activity) to be electronically transmitted to the ECUA. In the event that such electronic transmission system is' not operational, the Contractor shall cause such data to be provided to the ECUA in the most efficient and timely manner practicable.

(e) The Contractor shall also be responsible for billing all haulers and

municipalities. The Contractor shall permit municipalities to open accounts and to pay bills in accordance with governmental accounting principles and procedures. On a weekly basis, the Contractor must also pay the ECUA, via wire transfer or ACH, the ECUA’s share of the tipping fee.

Section 2.07. Rules and Regulations.

(a) The Contractor may implement and enforce reasonable rules and

regulations for the delivery of Acceptable Waste to the Facility; provided however, that any such Rules and Regulations shall be lawful, reasonable and uniformly applied to all haulers delivering Acceptable Waste to the Facility. The initial Rules and Regulations are set forth in Schedule 4 hereto and shall apply-equally to every hauler delivering Acceptable Waste to the Facility. The Contractor may implement additional Rules and Regulations that are not inconsistent with this Agreement or Applicable Laws and which apply equally to all haulers delivering Acceptable Waste to the Facility, upon thirty (30) Days prior written notice thereof to ECUA; provided however, that such additional Rules and Regulations may be implemented earlier than upon thirty (30) Days prior written notice if such implementation is required in order to avoid an emergency or to protect the health, safety and welfare of the Contractor's employees and/or persons delivering Acceptable Waste to the Facility. As such, the ECUA shall not be responsible for assuring that such person or firm comply with the


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provisions of this Agreement, including specifically (and without limitation), the provisions of Section 2.04 hereof and this Section 2.07.

(b) The Contractor may refuse to receive Acceptable Waste from any

vehicle operated by a hauler who repeatedly or intentionally or by negligent action violates the Rules and Regulations. Except in situations that the Contractor reasonably determines to be exigent, the Contractor shall provide ECUA prior written notice of its intent to refuse deliveries from any hauler in accordance with its policies for exclusion of haulers from the Facility.

(c) The Contractor may deny access to the Facility to any hauler at any

time (i) if necessary to prevent or overcome the occurrence of any emergency condition or an Uncontrollable Circumstance, or (ii) if necessary to protect any person or property located on or at the Facility Site.

(d) The ECUA agrees to comply with all reasonable Facility rules and

regulations, provided however, that the Contractor has submitted such rules and regulations as part of its Bid. In any event, however, the terms of payment and the rights and obligations of the parties shall be governed by the terms of this Agreement, and not by any such rules and regulations. Section 2.08. Vehicles and Equipment. The Contractor shall be responsible for providing vehicles and equipment of such type and in such quantity as are required to fulfill its obligations under this Agreement; provided however, that such vehicles and equipment shall satisfy the minimum technical requirements set forth in Schedule 3 and in the Bid Specifications. The Contractor shall also be responsible for the operation, maintenance, and repair of all such vehicles and equipment in accordance with the manufacturer's specifications and in a manner sufficient to ensure that such vehicles and equipment are capable of providing all of the required Combined Services as set forth in this Agreement and in the Bid Specifications. Section 2.09. Disposal of Acceptable Waste. The Contractor shall be responsible for ultimate disposal of all Acceptable Waste delivered by (or on behalf of) the ECUA to the Facility pursuant to this Agreement. Such Disposal Facility to be utilized by the Contractor shall be a properly permitted and validly operating sanitary Landfill.


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ARTICLE III

ESTABLISHMENT AND PAYMENT OF SERVICE CHARGES

AND OTHER AMOUNTS

Section 3.01. Service Charge.

(a) General. On and after the Commencement Date and for each Billing Period thereafter during the Term of this Agreement, the Contractor shall charge and collect the Service Charge for or with respect to the provision of Combined Services in accordance with the provisions of this Article III the Bid Specifications, and the Bid submitted by the Contractor and accepted by the ECUA.

(b) Amount of Service Charge. The total Service Charge shall be as follows:

Year 1 $ Year 2 $ Year 3 $ Year 4 $ Year 5 $

Notwithstanding anything contained herein to the contrary, the Contractor

understands that the Service charge as set froth above for each year of the contract shall under no circumstances be modified.

Section 3.02. Intentionally Omitted

Section 3.03. Host Municipality/County Benefit Payments. For any Billing Year, the Contractor shall perform (at its sole cost and expense) all obligations under any applicable host agreement.

Section 3.04. Payment Disputes. If a Party disputes any amount that is payable under

this Agreement (whether or not constituting a portion of the Service Charges payable under Article 111), the Party disputing such amount shall provide written notice to the other Party of such disputed amount, together with sufficient information to enable the other Party to understand the nature of the dispute. Such notice shall be delivered by the Party disputing such amount no later than the date that such amount is due and payable. In such event, the Party disputing such amount shall make payment of the undisputed amount on the due date thereof. If the amount that is in dispute is ultimately determined to be due and payable, such disputed amount, together with interest thereon (at the Overdue Rate) shall be paid by the Party disputing such amount within ten (10) Business Days.


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ARTICLE IV

SECURITY FOR CONTRACTOR'S OBLIGATIONS

Section 4.01. Security for Performance of Contractor. In order to assure the full and

timely performance by the Contractor hereunder, the Contractor shall provide to the ECUA one of the following : (i) a Performance Letter of Credit, or (ii) a Performance Bond, each as described below (hereinafter referred to collectively as “Performance Security”).

((a) Entire Term Performance Security. The Performance Security, as

defined in Section 4.01 above, may be in effect for the entire Term of this Agreement, commencing on the Commencement Date. The amount of such Performance Security shall be a minimum of $2,500,000.00 per year for years one through three of the Combined Services Agreement, and $1,500,000 per year for the years four and five of the Combined Services Agreement

(b) Annually Renewable Performance Security. Alternatively, the Performance Security may be an annually renewable in lieu of for the full Term. If the Contractor provides an annually renewable Performance Security, the Contractor shall have the bank or surety issuing such Performance Security must provide the ECUA with sixty (60) Days prior written notice of intention not to renew such Performance Security for the following year. In that event, the Contractor must provide (i) a substitute Performance Security and (ii) within seven (7) Days of ECUA’s receipt of the bank’s or surety’s notice that it will not renew the existing Performance Security, must submit to the ECUA a Consent of Surety or Bank (in the form set forth in Bid Document Forms A-10 or A-12, as applicable) verifying that a substitute Performance Security in the same amount and under the same terms and conditions will be provided upon cancellation or termination of the original Performance Security. Failure to provide such Consent of Surety or Bank within such seven (7) Day time frame will entitle the ECUA to terminate this Agreement on such seventh (7th) Day, without further notice to the Contractor, and to draw upon the existing Performance Security for the full amount thereof.

(c) Form and Surety. If the Contractor provides the ECUA with a Performance Bond, such Performance Bond shall be in the form set forth in Bid Document Form A-11 and shall not contain any conditions to the obligations of the surety company(ies) issuing such Performance Bond, other than as expressly provided in Bid Document Form A-11. Such Performance Bond shall be obtained from a surety that is authorized to do business in the State of New Jersey, that satisfies the requirements set forth in N.J.S.A. 2A:44-143(1)(b), and that is listed in the United States Treasury Department Circular 570. Such Performance Bond will be drawn upon in full and in accordance with its terms and only upon the occurrence of an Event of Default by the Contractor.


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(d) Form and Bank or Financial Institution. If the Contractor provides the ECUA with a Performance Letter of Credit, such Performance Letter of Credit shall be in the form set forth in Form A-13 and shall not contain any conditions to the obligations of the bank or financial institution issuing same, other than as expressly provided in Form A-13. Such Performance Letter of Credit shall be provided by a bank or financial institution having a credit rating for its long-term debt of at least “A”, or the equivalent thereof, from a nationally recognized credit rating. Such Performance Letter of Credit will be drawn upon in full and in accordance with its terms and only upon the occurrence of an Event of Default by the Contractor. (e) Performance Guaranty Executed by Public Taxing Authority

In the event the Contractor is a public body, such Contractor may elect to provide a Performance Guaranty executed by a Public Taxing Authority. For the purposes of this section, a Public Taxing Authority means a public body that is authorized and empowered by Applicable Law to levy ad valorem taxes upon all the taxable property within the jurisdiction of such public body. In the event that such Contractor provides a Performance Guaranty executed by a Public Taxing Authority, in lieu of a Performance Letter of Credit or Performance Bond, such Performance Guaranty shall be in effect for the term of the Services Agreement, commencing on the Commencement Date. The amount of such Performance Guarantee shall be a minimum of $2,500,000 per year for years one through three of the Combined Services Agreement and $1,500,000 per year for the years four and five of the Combined Services Agreement.

The Performance Guaranty may be an annually renewable guaranty in lieu of a five (5) year guaranty.

The Performance Guaranty shall be duly executed by the Public Taxing Authority, which shall unconditionally guaranty the Contractor’s performance under this Agreement, and which shall contain terms and conditions as may reasonably be satisfactory to ECUA.


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ARTICLE V

COVENANTS AND REPRESENTATIONS

Section 5.01. Representations and Warranties of Each Party. Each party represents and

warrants to and with the other as of the Commencement Date [and such representations and warranties as of the Commencement Date shall survive the termination or expiration of this Agreement), as follows:

(a) Each party is duly organized and existing in good standing and each is

duly, qualified and authorized to enter into and perform the obligations set forth in this Agreement.

(b) The execution and performance of this Agreement (1) have been duly authorized by all required corporate or other action of such party, (2) do not require any consent or approval not otherwise previously obtained, and (3) will not violate any judgment, order, law or regulation applicable to such party or any provisions of such party's charter, ordinances or resolutions.

(c) The execution of this Agreement and the performance of all obligations

set forth herein do not conflict with, and will not, nor with the passage of time or the giving of notice, constitute a breach of or event of default under any charter, ordinances or resolutions of the party, or any agreement, indenture, mortgage, bond, contract, instrument or applicable laws to which the party is subject or by which such party is bound. This Agreement has been duly executed and constitutes a legal, valid and binding obligation of each party and is enforceable in accordance with its terms, except to the extent that the enforcement thereof is limited by any applicable bankruptcy, insolvency, reorganization, moratorium or other laws relating to or limiting creditors' rights generally and the application of principles of equity.

(d) There is no action, suit or proceeding, at law or in equity, before or by

any court or governmental authority, pending or threatened against the party, wherein an unfavorable decision, ruling or finding would materially adversely affect the performance by the party of its obligations hereunder or the other transactions contemplated hereby, or which, in any way, would adversely affect the validity or enforceability of this Agreement, or any other agreement or instrument entered into by the party in connection with the transactions contemplated hereby.

Section 5.02. Additional Representations of the ECUA. The ECUA further represents to

the Contractor as of the Commencement Date (and such representations and warranties as of the Commencement Date shall survive the termination or expiration of this Agreement) that:

(a) ECUA is duly qualified and authorized to carry on the governmental

functions and operations contemplated by this Agreement, and ECUA has the power, authority and legal right to enter into and perform its obligations set forth under this Agreement.


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(a) The execution, delivery and performance of this Agreement by ECUA (i)

has been duly authorized by the governing body of the ECUA, (ii) has been (or will be, prior to the Commencement Date) approved by all governmental bodies and/or regulatory agencies whose approval is required pursuant to the laws of the State of New Jersey, (iii) does not require any consent, approval or referendum of voters, and (iv) will not violate any judgment, order, law (including the Local Public Contracts law of New Jersey, N.J.S.A. 40A:11-1 et seq.) or regulations applicable to the ECUA or any provisions of the ECUA’s charter, ordinances or resolutions. Section 5.03. Additional Representation of the Contractor. The Contractor further represents to the ECUA (and such representation and warranty shall survive termination or expiration of this Agreement) that the Facility has received all Permits, licenses and approvals with respect to the Facility that are required in order to provide the Combined Services. Section 5.04. Covenants of Each Party. Each party covenants to and with the other (and such covenants shall survive the termination of expiration of this Agreement) that (a) such party will not take any actions or omit to take any actions the effect of which would limit the ability of such party to perform its obligations under the terms of this Agreement, except to the extent mandated by Applicable Laws, (b) such party shall take such actions as shall be required to maintain its corporate and/or legal existence and the continuation of its business operations throughout the Term of this Agreement. In the event that the duties and obligations of the ECUA under this Agreement are assigned to the County by the ECUA under Section 8.03 hereof, the provisions of (b) hereof shall be deemed to have been satisfied. Section 5.05. Additional Covenant of the Contractor. The Contractor shall promptly notify the ECUA of any action or proposed action of which it has knowledge or the occurrence of any event of which it becomes aware, which would or could lead to the revocation or suspension of any Permit.


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ARTICLE VI

DEFAULTS AND TERMINATION

Section 6.01. Events of Default. Events of Default and applicable remedies therefore are set out in this Article VlI.

Section 6.02. Events of Default by the Contractor. The following shall constitute Events of Default on the part of the Contractor unless such event results from the occurrence of an Uncontrollable Circumstance or ECUA Fault:

(a) persistent and repeated failure by the Contractor to timely perform any

material obligation under the terms of this Agreement, except the obligations which are described in Section 7.02(b) hereof, and the continuance of such persistent and repeated failure for a period of sixty (60) Days after written notice thereof has been provided by the ECUA specifying such failure and requesting that such condition be remedied if the Contractor does not either cure the default or initiate and diligently pursue reasonable actions to cure such non-performance; or

(b) failure to pay amounts which are owed by the Contractor to the ECUA under the terms of this Agreement within thirty (30) Days following the receipt of written notice from the ECUA that amounts are due and payable, giving due regard to the provisions of Section 3.04 hereof; or

(c) (1) the Contractor's being insolvent or bankrupt or ceasing to pay its debts

as they mature or making an arrangement with or for the benefit of its creditors or consenting to or acquiescing in the appointment of a receiver, trustee, or liquidator for a substantial part of its property, or (2) a bankruptcy, winding up, reorganization, insolvency, arrangement, or similar proceeding instituted by the Contractor, under the laws of any jurisdiction or against the Contractor, if the Contractor does not take appropriate action to dismiss said proceedings, which proceeding has not been dismissed within ninety (90) Days of the institution of such proceeding, or (3) any action or answer by the Contractor, approving of, consenting to, or acquiescing in, any such proceeding, or (4) the levy of any distress, execution, or attachment upon the property of the Contractor, which shall substantially interfere with its performance thereunder.

Section 6.03. Events of Default by ECUA. The following shall constitute Events of Default on the part of ECUA unless such event results from the occurrence of an Uncontrollable Circumstance or Contractor Fault:

(a) a persistent and repeated failure by ECUA to timely perform any material obligation under the terms of this Agreement, except the obligations which are described in Section 7.03(b) hereof, and the continuance of such persistent and repeated failure for a period of sixty (60) Days after written notice thereof has been provided by the Contractor specifying such failure and requesting that such condition be remedied if the ECUA does not either cure the default or initiate and diligently pursue reasonable actions to cure such non-performance; or


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(b) failure to pay (or credit) amounts which are owed by ECUA to the Contractor under the terms of this Agreement within thirty (30) Days following the time same becomes due and payable, giving due regard to the provisions of Section 3.04 hereof; or

(c) (1) the ECUA being insolvent or bankrupt or ceasing to pay its debts as they mature or making an arrangement with or for the benefit of its creditors or consenting to or acquiescing in the appointment of a receiver, trustee or liquidator for a substantial part of its property, or (2) a bankruptcy, winding up, reorganization, insolvency, arrangement or similar proceeding instituted by ECUA under the laws of any jurisdiction or against the ECUA, if the ECUA does not fake appropriate action to dismiss said proceedings, which proceeding has not been dismissed within ninety (90) Days of the institution of such proceeding, or (3) any action or answer by the ECUA, approving of, consenting to, or acquiescing in, any such proceeding, or (4) the levy of any distress, execution or attachment upon the property of the ECUA, which shall substantially interfere with its performance hereunder.

Section 6.04. Remedies of ECUA.

(a) The ECUA and the Contractor agree that the sole remedies for the occurrence of an Event of Default under the terms of Section 7.02(a) and (b) hereof shall be (i) a suit seeking performance by the Contractor of the provisions of this Agreement, including the performance by the Contractor of its obligations hereunder and its obligations to make payment of any and all payments, credits or adjustments which are provided under the terms of this Agreement, and such ancillary equitable remedies attendant to the enforcement of a decree, judgment or order for such performance, or (ii) with respect to any Event of Default for which payments, credits or adjustments are not provided under the terms of this Agreement, a suit seeking payment of damages at law.

(b) The occurrence of an Event of Default described under Section 7.02(c) hereof shall not require notice by the ECUA as hereinabove provided, but shall terminate this Agreement forthwith. -An Event of Default described in Section 7.02(c) hereof may be waived by the ECUA if the ECUA determines, in its sole discretion, that the Contractor will be able to perform its obligations pursuant to the terms of this Agreement and that adequate guarantees for such performance exists.

(c) In the event that the ECUA successfully pursues an action to enforce any

remedy provided in this Section 7.04, the Contractor shall be liable to the ECUA, for payment of all costs and expenses (including, but not limited to, attorneys fees and court costs) incurred by the ECUA in connection with such action.

(d) This Section 7.04 shall survive termination of this Agreement.

Section 6.05. Remedies of the Contractor.

(a) The ECUA and the Contractor agree that the remedies for the occurrence of an Event of Default under the terms of Section 7.03(a) or Section 7.03(b) hereof shall be (i) a suit seeking performance by the ECUA of the provisions of this Agreement, including the performance by the ECUA of its obligations hereunder and its obligations to make payment of any and all payments, credits or adjustments which are provided under the terms of this


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Agreement, and such ancillary equitable remedies attendant to the enforcement of a decree, judgment or order for such performance, or (ii) with respect to any Event of Default for which payments, credits or adjustments are not provided under the terms of this Agreement, a suit seeking payment of damages at law.

(b) The occurrence of an Event of Default described under Section 7.03(c) hereof shall not require notice by the Contractor as hereinabove provided, but shall terminate this Agreement forthwith. An Event of Default described in Section 7.03(c) hereof may be waived by the Contractor if the Contractor determines, in its sole discretion, that the ECUA will be able to perform its obligations pursuant to the terms of this Agreement and that adequate guarantees for such performance exists.

(c) In the event that the Contractor successfully pursues an action to

enforce any remedy provided in this Section 7.05, the ECUA shall be liable to the Contractor for payment of all costs and expenses (including, but not limited to, attorney's fees, whether those of the Contractor Law Department or otherwise, and court costs) incurred by the Contractor in connection with such action.

(d) This Section 7.05 shall survive termination of this Agreement.

Section 6.06. Pendency of Disputes. Notwithstanding anything contained in this Agreement to the contrary, if there shall be a dispute concerning the right of either party to terminate this Agreement, both parties shall continue to perform their respective obligations hereunder as if this Agreement were in effect and both parties rights shall continue in effect until such dispute is resolved in the appropriate forum, including but not limited to in a court of law, and any appeals permitted thereunder are exhausted. Section 6.07. Exclusivity of Remedies. The remedies provided to the ECUA and the Contractor pursuant to Section 7.04 and Section 7.05, respectively, shall together be the exclusive remedies available to the parties under this Agreement.


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ARTICLE VII

MISCELLANEOUS Section 7.01. Term of Agreement. Unless terminated as a result of the occurrence of an Event of Default, this Agreement (including the respective obligations of the parties to perform thereunder) shall commence on the Commencement Date and shall end on the earlier to occur of _______________, 201_, or the fifth (5th) anniversary of the Commencement Date. Section 7.02. Conditions Precedent to Implementation of Agreement. In order to implement this Agreement, as conditions precedent, the Contractor must:

(a) obtain and keep current all permits, approvals, and licenses required;

(b) comply at all times with all applicable local, state, and federal laws and regulations relating to the design, construction and operation of the Facility;

(c) operate the Facility pursuant to a valid NJDEP Solid Waste Facility Permit

(or other such permit as may be required by the applicable host jurisdiction;

(d) provide valid performance security to the ECUA in the correct form and amount pursuant to Section IV; and

(e) provide appropriate Certificates of Insurance pursuant to Section 2.04.

Section 7.03. Assignment. (a) This Agreement may not be assigned by either Party without the prior written consent of the other Party (which consent shall not be unreasonably withheld), except that the ECUA may, without the prior written consent of the Contractor, assign its rights to receive payments hereunder (but not its other rights or performance obligations hereunder) to the Trustee for the holders of its bonds or to the County or other governmental entity to which responsibility for solid waste management activities within the County are transferred and such entity has the legal power to carry out the obligations set forth under this Agreement. (b) In connection with any assignment after the Commencement Date, each Party shall execute and deliver any consents to assignment and attornment agreements in form and content reasonably satisfactory to such assignee, subject to reimbursement by the party assigning this Agreement of any legal, financial advisory or other consultant fees incurred in connection with such cooperative efforts. Section 7.04. Indemnification. (a) the Contractor shall: (i) protect and indemnify ECUA and the County and their officers, agents and employees (collectively, the “Essex indemnified Parties”) against all actions, liabilities and losses (including, without limitation, reasonable attorneys’ fees), and (ii)


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defend the Essex Indemnified Parties in any suit for personal injury to, or death of, any person or persons, or loss or damage to property, in each case, to the extent caused, (A) by breach of this Agreement by the Contractor, or (BO by the willful misconduct or negligent acts or omissions of the Contractor, its agents, contractors or employees, in connection with or as a result of this Agreement or the performance of its obligations hereunder, unless in each case the injury, death, loss, damage or cost was the result of the willful misconduct or negligent acts or omissions of one or more of the Essex Indemnified Parties. (b) ECUA shall: (i) protect, indemnify and defend the Contractor and its officers, agents and employees (collectively, the “Contractor Indemnified Parties”) against all actions, liabilities and losses (including, without limitation, reasonable attorneys’ fees), and (ii) defend the Contractor Indemnified Parties in any suit for personal injury to, or death of, any person or persons, or loss or damage to property, in each case, to the extent caused by (A) breach of this Agreement by ECUA, or (B) the willful misconduct or negligent acts or omissions of ECUA, its officers, agents or employees, in connection with or as a result of this Agreement or the performance of its obligations hereunder, unless in each case the injury, death, loss, damage or cost was the result of the willful misconduct or negligent acts or omissions of one o more of the Contractor Indemnified Parties. (c) If a claim is asserted against an Essex Indemnified Party or a Contractor Indemnified Party, in each case, for which it is indemnified hereunder: (i) the indemnitor shall be promptly notified;

(ii) the indemnitor shall be given the opportunity to defend such claim; and

(iii) the indemnified party shall not settle such claim without the prior

written approval of the indemnitor. These indemnification provisions are for the protection of the Essex Indemnified

Parties and the Contractor Indemnified Parties and shall not establish, of themselves, any liability to third parties.

(d) The Contractor agrees to protect, indemnify and defend the Essex

Indemnified Parties against all actions, liabilities and losses (including, without limitation, reasonable attorneys’ fees) caused by or arising from environmental conditions present on the surface or in the subsurface of the Facility Site, including the presence of Hazardous Substances, that did not arise from the actions, inactions or negligence of the ECUA that in any case results in any liability by (or on behalf of) the ECUA that arose from such contamination and the delivery of Solid Waste to the Facility pursuant to this Agreement.

(e) the provisions of this Section 8.04 shall survive the expiration or

termination of this Agreement. Section 7.05. Further Assurances. Each party agrees to execute and deliver any

instruments and to perform any acts that may be necessary or reasonably requested in order


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to give full effect to the terms of this Agreement; provided however, that any actions taken in furtherance of the above obligations shall not involve the assumption of obligations other than those which are provided for in this Agreement.

Section 7.06. Cooperative Efforts. Each party hereto agrees to exercise all reasonable

efforts to cooperate in obtaining any regulatory approvals required in order to effectuate the terms of this Agreement. In this regard, each party agrees that the parties shall provide the opportunity to review and comment upon all draft documents and applications submitted to governmental authorities relating to any Permits or authorizations for which the cooperation of the other party has been requested.

Section 7.07. Relationship of the Parties. Except as otherwise provided herein, no

party to this Agreement shall have any responsibility whatsoever with respect to services which are to be provided or contractual obligations which are to be assumed by the other party and nothing in this Agreement shall be deemed to constitute either party as a partner, agent or legal representative of the other party or to create any fiduciary relationship between the parties.

Section 7.08. Notices. Any notice or communication which is required or permitted to

be given hereunder shall be in writing and sufficiently given if delivered in person, by courier services, by recognized overnight delivery service or three (3) Days after being sent by certified or registered mail, postage prepaid, with a copy sent by overnight mail or courier, as follows:

If to ECUA: The Essex County Utilities Authority Leroy F. Smith Jr. Public Safety Building

60 Nelson Place, 6th Floor Newark, NJ 07102

Attn: Executive Director Fax: 973-857-9361 w/a copy to: Francis J. Giantomasi, Esq. Chiesa Shahinian & Giantomasi PC One Boland Drive West Orange, NJ 07052

Fax: 973-325-1501 If to the Contractor: _______________________________

_______________________________

_______________________________ Attn: _______________________________ Fax: _______________________________

Changes in the respective addresses to which notice may be directed may be made from time to time by either party by written notice to the other party.


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Section 7.09. Modification. The provisions of this Agreement may be amended and/or supplemental from time to time. Any such amendment and/or supplement shall be effective only if set forth in written instrument approved and executed by both parties hereto.

Section 7.10. Waiver. The waiver by either party of a default or of a breach of any

provision of this Agreement by the other party shall not operate or be construed to operate as a waiver of any subsequent default or breach. The making or the acceptance of a payment by either party with knowledge of the existence of a default or breach shall not operate or be construed to operate as a waiver of any subsequent default or breach.

Section 7.11. Severability. In the event that any provision of this Agreement shall be

determined for any reason to be invalid, illegal, or unenforceable in any respect by any court of competent jurisdiction, the parties hereto shall negotiate in good faith and agree to such amendments, modifications or supplements of or to this Agreement or to such other appropriate actions as, to the maximum extent practicable in light of such determination, shall implement and give effect to the intentions of the parties as reflected herein. Notwithstanding such determination, such determination shall not invalidate or render any other provision hereof unenforceable.

Section 7.12. No Liability of Officers and Employees. No officer, elected official,

agent, representative or employee of the ECUA, the County or the Contractor shall be held personally liable under any provision of this Agreement or as a result of its execution or attempted execution or as a result of any breach or alleged breach hereof; provided however, that all persons shall remain responsible for their own criminal acts.

Section 7.13. Governing Law. The rights and obligations of each of the parties under this

Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey. However, to the extent that jurisdiction validly exists in the federal courts, any legal action or proceeding against a party with respect to this Agreement may be brought in the courts of the United States; provided, however, that each party hereby agrees that venue (in the event of an action instituted or pending in district court) is proper only in the United States District Court for the District of New Jersey and irrevocably waives any objection which it may now or hereafter have to the laying of venue in that district and further irrevocably waives and agrees not to plead or claim in any such court that any such action or proceeding brought in any such court has been brought in an inconvenient forum.

Section 7.14. Merger Clause. This Agreement constitutes the entire agreement and

understanding of the parties with respect to the subject matter herein and this Agreement supersedes all prior and contemporaneous agreements and understandings, representations and warranties, whether oral or written, relating to such matters.

Section 7.15. Successors and Assigns. This Agreement shall be binding upon and shall

inure to the benefit of the successors and permitted assigns of the parties hereto. Section 7.16. Third Party Beneficiaries. It is not intended that this Agreement make any

person or entity a third party beneficiary hereof, notwithstanding the fact that persons or entities other than the ECUA and the Contractor may be benefitted thereby.


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Section 7.17. Affirmative Action. The language contained in N.J.A.C. 10:5-31 et. seq. and N.J.A.C. 17:27 and, where applicable, the requirements of P.L. 1963, C. 150 with respect to the payment of prevailing wages, as amended and supplemented from time to time is incorporated herein by reference as if set forth in full herein. If such mandatory language is amended or supplemented from time to time, such revised language shall apply to the obligations hereunder, regardless of whether the Contractor has actual notice of such modification.

During the performance of this Agreement, 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, upgrading, 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 of the contractor's commitments under this chapter 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.

The contractor or subcontractor agrees to make good faith efforts to meet targeted

county employment goals established in accordance with N.J.A.C. l7:27‑5.2.

The contractor or subcontractor agrees to inform in writing its appropriate

recruitment agencies including, but not limited to, employment agencies, placement


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bureaus, colleges, universities, and labor unions, that it does not discriminate on the basis of age, race, creed, color, national origin, ancestry, marital status, affectional or sexual orientation, gender identity or expression, disability, nationality or sex, and that it will discontinue the use of any recruitment agency which engages in direct or indirect discriminatory practices.

The contractor or subcontractor agrees to revise any of its testing procedures, if

necessary, to assure that all personnel testing conforms with the principles of job‑related

testing, as established by the statutes and court decisions of the State of New Jersey and as established by applicable Federal law and applicable Federal court decisions.

In conforming with the targeted employment goals, the contractor or subcontractor

agrees to review all procedures relating to transfer, upgrading, downgrading and layoff to ensure that all such actions are taken without regard to age, race, creed, color, national origin, ancestry, marital status, affectional or sexual orientation, gender identity or expression, disability, nationality or sex, consistent with the statutes and court decisions of the State of New Jersey, and applicable Federal law and applicable Federal court decisions.

The contractor shall submit to the public agency, after notification of award but

prior to execution of a goods and services contract, one of the following three documents: Letter of Federal Affirmative Action Plan Approval Certificate of Employee Information Report Employee Information Report Form AA302 (electronically

provided by the Division and distributed to the public agency through the Division’s website at www.state.nj.us/treasury/contract_compliance)

The contractor and its subcontractors shall furnish such reports or other documents

to the Division of Purchase & Property, CCAU, EEO Monitoring Program as may be requested by the office 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 Purchase & Property, CCAU, EEO Monitoring Program for conducting a compliance investigation pursuant to Subchapter 10 of the Administrative Code at N.J.A.C.

17:27.

Section 7.18. Americans with Disabilities Act. The ECUA and the Contractor do hereby agree that the provisions of Title 11 of the Americans With Disabilities Act of 1990 (the "Act") (42 U.S.C. S121 01 et seq.), which prohibits discrimination on the basis of disability by public entities in all services, programs, and activities provided or made available by public entities, and the rules and regulations promulgated pursuant there unto, are made a part of this contract. In providing any aid, benefit, or service on behalf of the ECUA pursuant to this Agreement, the Contractor agrees that the performance shall be in strict compliance with the Act. In the event that the Contractor, its agents, servants, employees, or subcontractors


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violate or are alleged to have violated the Act during the performance of this Agreement, the Contractor shall defend the ECUA in any action or administrative proceeding commenced pursuant to this Act. The Contractor shall indemnify, protect, and save harmless the ECUA, its agents, servants, and employees from and against any and all suits, claims, losses, demands, or damages, of whatever kind or nature arising out of or claimed to arise out of the alleged violation. The Contractor shall, at its own expense, appear, defend, and pay any and all charges for legal services and any and all costs and other expenses arising from such action or administrative proceeding or incurred in connection therewith. In any and all complaints brought pursuant to the ECUA’s grievance procedure, the Contractor agrees to abide by any decision of the ECUA which is rendered pursuant to said grievance procedure. If any action or administrative proceeding results in an award of damages against the ECUA, or if the ECUA incurs any expense to cure a violation of the ADA which has been brought pursuant to its grievance procedure, the Contractor shall satisfy and discharge the same at its own expense.

The ECUA shall, as soon as practicable after a claim has been made against it, give

written notice thereof to the Contractor along with full and complete particulars of the claim, If any action or administrative proceeding is brought against the ECUA or any of its agents, servants, and employees, the ECUA shall expeditiously forward or have forwarded to the contractor every demand, complaint, notice, summons, pleading, or other process received by the ECUA or its representatives.

It is expressly agreed and understood that any approval by the ECUA of the Combined

Services provided by the Contractor pursuant to this Agreement will not relieve the Contractor of the obligation to comply with the Act and to defend, indemnify, protect, and save harmless the ECUA pursuant to this paragraph.

It is further agreed and understood that the ECUA assumes no obligation to indemnify

or save harmless the Contractor, its agents, servants, employees and subcontractors for any claim which may arise out of their performance of this Agreement. Furthermore, the Contractor expressly understands and agrees that the provisions of this indemnification clause shall in no way limit the contractor’s obligations assumed in this Agreement, nor shall they be construed to relieve the contractor from any liability, nor preclude the ECUA from taking any other actions available to it under any other provisions of the Agreement or otherwise at law.

Section 7.19. “Pay to Play” – Notice of Disclosure Requirement. Any business entity that

has received $50,000.00 or more in contracts for government entities in a calendar year is required to file an annual disclosure report with the New Jersey Election Law Enforcement Commission (“ELEC”) pursuant to N.J.S.A. 19:44A-20.27. Business entities are responsible for determining if filing is necessary. Additional information on this requirement is available from ELEC at 888-313-3532 or at www.elec.state.nj.us.

Section 7.20 Headings. Captions and headings in this Agreement are for ease of

reference only and do not constitute a part of this Agreement. Section 7.21. Counterparts. This Agreement may be executed in more than one (1)

counterpart, each of which shall be deemed to be an original.


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IN WITNESS WHEREOF, the parties have set their hands and their seals on the date first

above written.

THE ESSEX COUNTY UTILITIES AUTHORITY ATTEST: By: By: ____________________,Secretary ________________________, Chairman [SEAL]

[CONTRACTOR] ATTEST: By: By:

[NAME & TITLE] Name: Title: