REQUEST FOR PROPOSALS

ALTERNATIVE USES FOR PATCO’S WOODCREST AND PARKING LOTS

PORT AUTHORITY TRANSIT CORPORATION Subsidiary of the DELAWARE RIVER PORT AUTHORITY

April , 2005

REQUEST FOR PROPOSALS ALTERNATIVE USES FOR WOODCREST AND LINDENWOLD PARKING LOTS

I. PROJECT BACKGROUND

Delaware River Port Authority (DRPA)/Port Authority Transit Corporation (PATCO) is requesting proposals from qualified vendors to use (license) the PATCO parking lots at its Woodcrest or Lindenwold Stations for the purpose of conducting revenue-generating activities .

PATCO is seeking additional sources of revenue by licensing the use of the PATCO parking lots at Woodcrest station or Lindenwold station. PATCO provides service between Southern New Jersey and Center City Philadelphia, with approximate ridership of 33,000 trips each weekday. PATCO provides service to thirteen (13) stations, 9 in New Jersey and 4 in downtown Philadelphia. It also, connects to SEPTA rail and bus services in Philadelphia and to New Jersey Transit's rail and bus services in Camden County, including the new River Line (at Walter Rand Transportation Center), a light rail service with 20 stations between the Camden waterfront and Trenton, New Jersey. PATCO provides service twenty-four hours a day, seven days a week. Peak hour service during the weekday is every 3 - 4 minutes, off-peak service is every 12 minutes and owl service every 40 minutes. Weekend service on Saturday is every 12 minutes and Sunday every 20 minutes, owl service for both days is every 40 minutes.

DRPA/PATCO has seven parking lots (with a total of 12,500 parking spaces) located in Camden County, New Jersey. During the weekends, parking at these lots will be free except for meter parking. While PATCO operates service (Saturday every 12 minutes; Sundays every 20 minutes) during this time, ridership is far below weekday ridership levels. There are many unused parking spaces on the weekend. PATCO views unused areas as an opportunity to explore other non- transit related activities and usage of a portion of its parking lots for revenue generating activities. PATCO also seeks to increase ridership by encouraging non- transit related activities at its parking facilities. Woodcrest Station

Woodcrest Station has 2,673 parking spaces divided into 14 relatively uniform sized lot areas - Lots 1A, 1B, 2A, 2B, 3, 4, 5A, 5B, 6A, 6B, 7A, 7B, 8A, and 8B. Lots numbered 3, 4, 5, and 6 are paid lots totaling 1,230 spaces. In addition to gated spaces, section 3 has 14 metered slots. There are about 1,393 free spaces and 37 spaces for persons with disabilities, which are located in lots 1A, 1B, 2A, 2B, 7A, 7B, 8A, 8B. Average ridership experienced at Woodcrest Station is as follows: 2,539 riders each weekday, 413 riders each Saturday, and 330 riders each Sunday.

Woodcrest Station is located south of Interstate Route 295 and the New Jersey Turnpike in Cherry Hill Township on Woodcrest Road and Melrose Avenue. The station area is predominantly within Cherry Hill Township with a small portion of land in Lawnside Borough. The area consists mainly of non-residential uses with office and industrial properties along Woodcrest Road and Melrose Avenue. There s also a single-family residential neighborhood to the south of the area. Lands west of the railroad right-of-way and south of Melrose Avenue are dedicated for PATCO Parking. North of Melrose Avenue and west of the railroad right-of-way is an office complex and small businesses. Along the south side of Woodcrest Road is O’Neill Properties [It is actually an affiliate of O’Neill] which is adjacent to PATCO Station property and recently renovated. Towers Perrin is the major building tenant. A significant portion of the site is wetlands due to the proximity of Tindale Run and Cuffy’s Run tributaries of the Cooper River. Development is restricted in the non-wetland portions of this parcel by the 12-foot wide access easement for the Camden County Municipal Utilities Authority (CCMUA). However, the site has large paved parking and loading areas. At 110 Woodcrest Road, there is a light industrial facility, owned by the Vineland Construction Company. This property contains undeveloped land, abutting the railroad right-of- way that has possible development potential. The land within Lawnside Borough is undeveloped wetlands and is within a conservation and recreation district.

Attached is a map of the parking lot showing the areas PATCO will license to the successful proposer.

Lindenwold Station

Lindenwold Station has a total of 3,337 parking spaces. Lot 2 closet to the platform is paid parking (581 spaces) plus 45 Handicapped spaces. Lots 1, 3, 4, and 5 are free. On weekends, all parking will be free except the metered parking. Average ridership experienced at Lindenwold is as follows: 4,558 riders each weekday, 1,494 riders on Saturdays and 982 riders on Sundays.

The Lindenwold Station, jointly served by NJ Transit Bus and Rail () and PATCO are located on Berlin Avenue and White Horse Road in Lindenwold, New Jersey. The station is within close proximity to the White Horse Pike (US Route 30). Surrounding Boroughs are Lindenwold, Somerdale, Stratford and Voorhees Township.

Parking for PATCO customers is provided in the area extending from the railroad right-of-way to Berlin Avenue in Lindenwold. The PATCO parking area extends beyond the quarter-mile radius around the station center. Lindenwold and Voorhees border each other along Kirkwood Lake. The majority of the DRPA’s undeveloped land is classified as wetlands.

In Somerdale, there is a single-family residential neighborhood along White Horse Road that abuts a business center at the corner of White Horse Road and Berlin Avenue.

The Stratford area land extends from Berlin Avenue to the White Horse Pike and contains commercial uses. The area of land south of the White Horse Pike has auto sales businesses. The defunct Bradlees shopping center is located off the White Horse Pike.

In Voorhees, a residential neighborhood lies along Kirkwood Lake. There are business and commercial uses along White Horse Road.

Attached is a map of the parking lot showing the areas PATCO will license to the successful proposer.

II. SCOPE OF SERVICES

PATCO is seeking proposals for additional sources of revenue through licenses for the use of parking lots at Woodcrest or Lindenwold Stations. The term of the licenses will be for a period of one (1) year in the initial term with three (3) one-year renewal options at DRPA/PATCO discretion and provided that licensee complies with the terms and conditions of the license. Use of the parking lots is limited to Sundays only and cannot interfere with regular passenger flow at the station and parking lots. Parking spaces must be made available to customers who ride PATCO on Sundays. Revenues earned from the newly created venue will be commercially reasonable and shared with DRPA/PATCO on a basis to be set forth in the proposal. PATCO is not responsible to pay any costs in connection with licensee’s activities. The chosen vendor(s) will be responsible for ensuring that the venue complies with PATCO’s standards and regulations and licensee’s activities must not interfere with the safe operation of PATCO service. The vendor is also responsible for the following, at its sole cost and expense:

1. Perform any and all work or installation and removal of equipment required at the site to conduct the vendor’s activities;

2. Marketing vendor’s activities and events;

3. Oversee and manage the Operation of the activity. There will be no costs to PATCO associated with vendor-sponsored venue;

4. The vendor will occupy the PATCO parking lots only for a use expressly permitted by PATCO (in PATCO’s sole discretion) and not for any other purpose;

5. The vendor will accept deliveries on Sundays only during the specified hours in the contract through only those areas and other access ways specified by PATCO. PATCO, in its sole discretion, may change the hours, days and access ways permitted for deliveries from time to time by notice to the vendor. The vendor shall comply with such notice as if the hours, days, and access ways had been expressly set forth in the license;

6. Upon execution of a license agreement, the vendor shall pay PATCO as security for the performance of all the terms, covenants, and conditions of the license the amount of Five Thousand Dollars ($5,000.00). This deposit will be retained by PATCO until the expiration of the license provided the parking lots have been vacated, and upon inspection by PATCO of the sites used and the areas are in good order and condition, and vendor has complied with all the terms and conditions outlined in the license agreement. Otherwise, the security deposit, part or all, may be retained or applied against actual loss or damage to PATCO property. If PATCO determines that loss, costs, or damage exceeds the sum, PATCO’s estimate of the amount is final and must be paid by vendor;

7. Vendor will provide insurance in types and amounts acceptable to PATCO;

8. Vendor agrees to comply with all applicable local, state, and federal laws in connection with Vendor’s occupancy of the parking areas and its operations;

9. Vendor agrees to defend, indemnify, save, and hold harmless the DRPA, PATCO and any member of the public as set forth in the standard clauses;

10. Vendor shall not place or maintain any merchandise, signage, trash, refuse or other articles that would obstruct any driveway, corridor, footwalk, parking area, or any other common areas as specified by PATCO;

11. Vendors will not be permitted to use any objectionable advertising medium such as loudspeakers, phonographs, public address systems, sound amplifiers, reception of radio or television broadcasts that would interfere with neighboring communities;

12. Vendors are not permitted to burn garbage, trash, rubbish or other refuse within PATCO property or cause objectionable (at discretion of PATCO) odors to emanate or be dispelled from the occupied area;

13. Vendor acknowledges that it is PATCO’s intent that the venue be operated in a manner that is consistent with the highest standards of decency and morals’ prevailing in the community which it serves. Vendor agrees it will not sell, distribute, display or offer for sale any item which in PATCO’s good faith judgment is inconsistent with the quality of operation of the surrounding community or may tend to injure or detract from the moral character or image;

14. Vendor will not use any PATCO utilities or the PATCO station;

15. All materials, equipment, structures, trash, and debris will be removed from the property at the end of the day’s event;

16. Vendors will obtain all required licenses and permits; copies to be provided to PATCO; 17. Vendor will be responsible for and cover the costs of any and all damage caused by vendor employees, customers or equipment;

18. Vendor must comply with the following operational requirements: Day of Operation: All Sundays except September 25, 2005 and a Sunday in subsequent years for the MS 150 Bike Tour (Woodcrest Station only), and July 17, 2005 Vietnam Vets motorcycle club’s annual Christmas in July (which occurs annually in July on a Sunday) toy run to the Children’s Hospital (Woodcrest Station only; parking Lot 4 will be reserved for the motorcyclist who will gather in the parking lot and from there make the run to the hospital; all other parking lots will be available for vendor use in accordance with Exhibit A) and for the months of December, January and February; Hours of Operation: 7:00 a.m. to 6:00 p.m.; Assigned Parking Lots: Lindenwold Station, lots and Woodcrest Station lots. Lot layout for both stations is attached which show the area to be reserved exclusively for PATCO customer parking;

19. PATCO cannot guarantee that the lots will be completely emptied of cars. Instances where customer cars remain, the vendor is responsible to protect these vehicles from damage. Towing of PATCO customer vehicles will not be permitted;

20. PATCO reserves the right to review and approve third party agreements of participating vendors;

21. Vendor is responsible for providing any required security during its hours of operation. The Security firm or resources provided by the vendor shall cooperate with DRPA/PATCO Police on all security matters on DRPA/PATCO property;

22. Any vendor advertising for this venue in the PATCO Station parking lot shall include reference to “taking PATCO” as a transportation option to the site;

23. Vendor must provide its plan for assuring that the portion of the parking lot reserve for PATCO customers remains available for their exclusive use;

24. DRPA/PATCO reserve the right to perform work by its employees and/or contractors during the term of the license and DRPA/PATCO reserve the right to modify the license to accommodate the work. In such event, vendor is not entitled to any claims for damages or compensation as a result of such work being performed;

25. In the case of any emergency, vendor is required to defer to and comply with the order(s) of DRPA/PATCO or its Department of Public Safety; and

26. The license may be terminated by written notice by DRPA/PATCO if DRPA/PATCO determines that termination of the license serves the public interest.

Responding vendors should have a minimum five (5) years experience in sponsoring revenue generating venue. Consideration will be given to prior experience in the chosen activity.

A detailed description of the vendor's plans, including, but not limited to, hours of operation, space requirements, type of equipment, set-up and clean-up procedures and how the work will be accomplished must be included. Proposals should demonstrate the vendor's understanding of the requirements and financial capability. The vendor's proposed staffing and qualifications must be included. Proposals must also include locations where the proposed venue has been successfully operated.

DRPA/PATCO will, in its sole and exclusive discretion, award to the proposer with the best and most advantageous proposal for the use of Woodcrest or Lindenwold Station. Award will be made for only one station. Lots 3, 5A, & 7A at Woodcrest Station (see Exhibit A) are reserved for PATCO customers only. Lot 2 at Lindenwold Station is reserved for PATCO customers only.

III. SELECTION PROCESS

1. Evaluation Criteria:

The following criteria will be used for the evaluation of proposals according to PATCO procedures:

A. Projected revenues for PATCO. B. History of demonstrated successful experience related to the RFP and types of activities being undertaken at the property. C. Demonstration that the proposer can meet specific objectives set forth in the RFP. D. Staffing, qualifications and experience with similar venue and understanding of the requirements. E. Demonstration of financial viability as an operating business. F. Demonstrated knowledge of PATCO and the markets it serves competitive categories and the current state of public transit. G. PATCO may conduct interviews and request and receive additional information, as it deems necessary from any Proposer. PATCO reserves the right to conduct site visits to examine a Proposer's ability to perform the proposed services. H. References. I. Proof of Insurance.

2. Selection:

A. If, after all Proposals have been evaluated in accordance with the criteria set forth in Evaluation Criteria above or any other information relevant to the evaluation, any Proposal is determined to be acceptable without discussion or negotiation, PATCO may award the License to that firm.

B. If, however, no Proposal is acceptable without negotiation, those firms whose Proposals are determined to be within the competitive range by PATCO may be contacted by letter from PATCO to formally schedule negotiations. Competitive range is determined by PATCO and will be comprised of those firms that are determined to have a reasonable chance of being selected for award based on price as well as the factors set forth in Evaluation Criteria above.

C. DRPA/PATCO reserves the right to reject all proposers for any reason whatsoever.

3. Award:

A. An award, if any, will be authorized in accordance with DRPA/PATCO's procedures.

B. PATCO will make an award, if any, based on the criteria described above, only to a firm that has been determined by PATCO to be responsive and responsible.

IV. PROPOSAL SUBMISSION REQUIREMENTS:

1. FORMAT OF PROPOSALS:

A. CONTENT FORMAT:

The proposals must be limited to 10 pages, single-spaced, one-sided.

They must contain a title page showing the request for proposal subject, the firm’s name; the name, address and telephone number of the contact person; and the date of the proposal. This should be followed by a Table of Contents, followed by the technical proposal.

B. NUMBER OF COPIES: 14

By May 19, 2005 at 2:00 PM, plus one original, must be received by:

Howard Korsen, Manager, Contract Administration 7th Floor Delaware River Port Authority One Port Center - 2 Riverside Drive Camden, NJ 08101-1949

Proposals received by the DRPA after the above time and date will be considered non-responsive and unacceptable.

V. QUESTIONS ABOUT RFP

Questions about the R.F.P. should be directed to the Project Administrator, Marie Chua at: 856-772-6930.

VI. RFP AMENDMENTS

An amendment to an RFP may become necessary to make changes in requirements, delivery schedules, opening dates, and the like, or to correct defective or ambiguous information. When such a change becomes necessary, it will be accomplished by issuance of an Addendum to the Solicitation documents. Such an Addendum will be sent to each prospective proposer to whom the RFP has been furnished. The Addendum will be issued in a reasonable time before the scheduled receipt of proposals to allow proposers sufficient time to consider the Addendum in their proposals. Any information given to a prospective proposer concerning Solicitation documents will be issued simultaneously to all other prospective proposers in the form of an Addendum. The Addendum will clearly state the changes made and whether or not the proposal due date is changed. The Addendum will include instructions to proposers for acknowledging receipt of the Addendum and information concerning the effect of failure to acknowledge or return the Addendum.

VII. PROTEST PROCEDURES

Following the deadline for receipt of proposals, a proposer must file objections and protests based upon restrictive specifications or alleged improprieties in the solicitation with ten (10) days. Protests must be filed in writing with the DRPA/PATCO General Counsel. Verbal protests will not be accepted under any circumstances.

The protest must contain the following information: 1) Name, address and telephone number of the protesting party; 2) Identification of the protested RFP; 3) Statement of the grounds for the protest and supporting documentation; and 4) Remedy sought by the protesting party. Only issues originally raised by the protesting party will be discussed throughout the protest period.

Upon receipt of the written protest, the DRPA General Counsel shall provide copies to the DRPA Chief Executive Officer and the General Manager of PATCO. The General Manager of PATCO, within five (5) working days of the notification from the General Counsel, will conduct an investigation into the allegations and report to the General Counsel.

Following a review of the General Manager of PATCO’s report, and any other pertinent information, within seven (7) working days after receipt of the written protest, the General Counsel shall advise the protesting party of the staff's recommended action.

In the event that the protesting party is not satisfied with the staff's recommendations, the protesting party may, within five days, file with the Secretary of the Authority a written appeal to the Chief Executive Officer, setting forth the reasons for disagreement with the Authority's response, and, if desired, requesting a personal appearance before the Chief Executive Officer or his designated representative.

The Chief Executive Officer, at his sole discretion, may consider only the record, or may grant the protesting party a further opportunity to be heard. The action of the Chief Executive Officer shall constitute an exhaustion of the remedies available to the protesting party.

VIII. INSURANCE

Insurance requirements are those listed in Section D of the following sample agreement.

IX. SAMPLE AGREEMENT

The successful proposer shall enter into an Agreement substantially in the following form; additional provisions may be added by DRPA. These terms should be properly considered when preparing the final proposal. By submitting the proposal, the Vendor acknowledges that Vendor has read, understood, and agreed to the terms and conditions of the license.

VENDING LICENSE AGREEMENT BY AND BETWEEN THE DELAWARE RIVER PORT AUTHORITY AND [INSERT VENDOR] (WOODCREST STATION AND LINDENWOLD STATION)

This AGREEMENT is made this ___ day of June, 2005, by and between [INSERT VENDOR] (hereinafter "Vendor"), a corporation created and existing under the laws of the State of ______and having a principal place of business at ______and the DELAWARE RIVER PORT AUTHORITY (hereinafter "DRPA"), a body corporate and politic, functioning under a Compact authorized by the Commonwealth of Pennsylvania and the State of New Jersey, and approved by the Congress of the United States, acting through its proper officials and having a principal place of business at One Port Center, 2 Riverside Drive, Camden, New Jersey 08101.

BACKGROUND

1. The DRPA is authorized by its Compact to promote the economic development of the Port District and operates several transportation and other facilities within the Port District. DRPA also owns a high-speed transit system known as the Hi-Speed Line that is operated by its subsidiary the Port Authority Transit Company.

2. Describe Vendor.

3. Vendor has responded to PATCO’s Request for Proposals dated _____, 2005 to use PATCO’s parking areas for revenue generating activities. Vendor has submitted a proposal dated ______, 2005 that was evaluated by PATCO and deemed responsive and most advantageous to the public.

NOW THEREFORE, the parties hereto, for and in consideration of the foregoing premises and of the mutual promises set forth below, with the intention of being legally bound, hereby agree as follows:

I. License Terms and Conditions:

1. License and Right of Entry: Subject to the terms and conditions of this Agreement, DRPA hereby grants Vendor a non-exclusive license and right for ingress and egress to the following properties owned by DRPA or other properties to which DRPA has an interest and identified in the property plan entitled "______" prepared by ______and dated ______attached hereto and made a part hereof as Exhibit "A" hereinafter referred to as the "Parking Lot Plan":

(a) Woodcrest Station Lot: The parking area serving the PATCO’s Woodcrest Station and generally described as the area bounded by ______and is identified on the Parking Lot Plan attached as Exhibit “A”. This Lot contains approximately 2652 parking spaces. The Property is also identified as Block ___, Lot ____ on the Township of Cherry Hill Tax Map, Camden County, New Jersey.

Or (b) Lindenwold Station Lot: The parking area serving the PATCO’s Woodcrest Station and generally described as the area bounded by ______and is identified on the Parking Lot Plan attached as Exhibit “A”. This Lot contains approximately 3337 parking spaces. The Property is also identified as Block ___, Lot ____ on the Township of Stratford Tax Map, Camden County, New Jersey.

The Woodcrest Station Lot, the Lindenwold Station Lot shall be referred to herein as the "Premises".

Vendor and the patrons of the Vendor may utilize the aforementioned parking areas for the sole purpose of ______during the term on the dates identified on the schedule attached hereto and made a part hereof as Exhibit "B" (the "Event Schedule"). Vendor may amend the schedule by giving written notice of such change to DRPA at least ten (10) calendar days prior to the date of such event. As used in this Agreement, the terms "Event" and "Events" refer to events of the Vendor. Vendor accepts the Premises in an "As-Is", "Where-Is" condition and present state of repair.

2. Operation of the Premises: When Vendor uses the Premises during an Event, Vendor is solely responsible for the operation of the Premises, including but not limited to ensuring that vehicles are parked in a safe and orderly manner. All costs and expenses associated with said operation of the Premises shall be the sole responsibility of Vendor.

3. Security: Vendor will provide, at its sole cost and expense, all necessary security for the Premises during Vendor's use of the Premises. Vendor understands and agrees that DRPA/PATCO will not provide any security whatsoever at the Premises and is not responsible or liable to any person, patron, or member of the public as a result of any theft of property or property damage to any motor vehicle which occur on the Premises during Vendor's use of the Premises. In addition, Vendor agrees to comply with the following terms and conditions:

(a) Vendor will prepare a security plan prior to the first Event and provide a copy to DRPA/PATCO for approval, such approval by the DRPA not to be unreasonably withheld, conditioned, or delayed.

(b) Patrons utilizing the Premises are not permitted access to the station facility other than for use of the PATCO Hi-Speed Line for transportation. During Vendor's use of the Premises, Vendor agrees to provide strategically placed on-site personnel to direct patrons away from the station.

(c) Vendor or its contractor(s) will advise patrons that certain activities are not permitted on the Premises and agrees to use its commercially good faith efforts to prevent patrons from consuming alcoholic beverages, lingering or loitering on the Premises during Vendor's use of the Premises.

4. Liability: Vendor assumes all risks and liability associated with the use and operation of the Premises as parking facility (ies) for Events and DRPA/PATCO have no responsibility, obligation, or liability in this regard.

5. Maintenance: Vendor agrees to, or cause its contractor to, clean and remove all debris and trash from the Premises during and within twenty-four (24) hours after each Event when the Premises are used by the patrons of the Vendor Center. Vendor is responsible to pay the cost and expenses of any and all repairs required to be made to the Premises as a result of damage to the Premises caused directly or indirectly by Vendor, its contractors, or patrons of the Vendor.

6. Legal Compliance: Vendor agrees to comply with all applicable laws, regulations, and ordinances associated with its use and operation of the Premises.

7. Special Terms and Conditions: Notwithstanding the foregoing provisions and subject to the terms and conditions set forth below, Vendor's use of the Premises or a specific portion thereof is limited as follows:

(a) These special conditions apply to the Premises:

(i) The Premises are available only after _____ a.m. on Sundays;

(ii) During its use of the Premises, Vendor, its employees, contractors, subcontractors, event sponsors, and patrons will not unreasonably interfere with the ongoing business operations of the DRPA/PATCO;

(iii) Vendor shall not place or maintain any merchandise, sign age, trash, refuse or other articles that would obstruct any driveway, corridor, footwalk, parking area, or any other common areas as specified by PATCO;

(iv) Vendor is not be permitted to use any objectionable advertising medium such as loudspeakers, phonographs, public address systems, sound amplifiers, reception of radio or television broadcasts that would interfere with neighboring communities;

(v) Vendor or its contractors, employees, agents, or invitees are not permitted to burn garbage, trash, rubbish or other refuse within PATCO property or cause objectionable (at discretion of PATCO) odors to emanate or be dispelled from the occupied area;

(vi) Vendor acknowledges that it is PATCO’s intent that the venue be operated in a manner, which is consistent with the highest standards of decency and morals, prevailing in the community which it serves. Vendor agrees it will not sell, distribute, display or offer for sale any item which in PATCO’s good faith judgment is inconsistent with the quality of operation of the surrounding community or may tend to injure or detract from the moral character or image;

(vii) Vendor will not use any PATCO utilities or the PATCO station;

(viii) Vendors will obtain all required licenses and permits; copies to be provided to PATCO;

(ix) Vendor will be responsible for and cover the costs of any and all damage caused by vendor employees, customers or equipment;

(x) Vendor must comply with the following operational requirements: Day of Operation: All Sundays except September 25, 2005 and a Sunday in subsequent years for the MS 150 Bike Tour (Woodcrest Station only) and for the months of December, January and February; Hours of Operation: 7:00 a.m. to 6:00 p.m.; Assigned Parking Lots: Lindenwold Station, lots and Woodcrest Station lots. Lot layout for both stations is attached which show the area to be reserved exclusively for PATCO customer parking;

(xi) PATCO will make every effort to have the parking lots assigned for the vendor use, clear of customer cars. PATCO cannot guarantee that the lots will be completely emptied of cars. Instances where customer cars remain, the vendor is responsible to protect these vehicles from damage. Towing of PATCO customer vehicles will not be permitted;

(xii) PATCO reserves the right to review and approve third party agreements of participating vendors;

(xiii) Any vendor advertising for this venue in the PATCO Station parking lot shall include reference to “taking PATCO” as a transportation option to the site; get there;

(xiv) Vendor must provide his its plan for assuring that the portion of the parking lot reserve for PATCO customers remains available for their exclusive use;

(xv) DRPA/PATCO reserve the right to perform work by its employees and/or contractors during the term of the license and DRPA/PATCO reserve the right to modify the license to accommodate the work. In such event, vendor is not entitled to any claims for damages or compensation as a result of such work being performed;

(xvi) In the case of any emergency, vendor is required to defer to and comply with the order(s) of DRPA/PATCO or its Department of Public Safety;

(xvii) Vendor will properly control all traffic and persons attending Vendor Events that are accessing the Premises and provide additional trash receptacles and restroom facilities for the Premises on Event days;

(v) Vendor will reserve parking spaces on the Premises for use by DRPA/PATCO employees working after regularly scheduled business hours and patrons.

(vi) within two (2) hours following the end of any Event, Vendor will cause its contractor to perform the following activities on the Premises: (a) manually pick-up all rubbish, trash, and other debris from the Premises; (b) operate a vacuum vehicle on the entire Premises; (c) return the Premises in a broom-clean condition reasonably acceptable to DRPA/PATCO; and (d) have a manager capable of addressing DRPA/PATCO concerns available via cellular telephone and respond promptly to any concerns raised by PATCO Manager, ______. The contact information is set forth in the paragraph III (7) entitled "Notices".

II. Terms and Conditions:

1. Financial Terms: In consideration of DRPA/PATCO's agreement to grant a license to Vendor during the Term of this Agreement, commencing on the date of execution of this Agreement and continuing thereafter until the expiration or termination of this Agreement, Vendor agrees to pay DRPA a license fee equal to ______percent (____%) of the gross revenues earned or realized by Vendor or its contractor/operator at the Premises (the "License Fee"). As used in the Agreement, "Gross Revenues" means all cash funds derived from operation of the Premises from all sources without reduction for any non-cash charges.

2. Manner of Payment: Vendor agrees to remit payment of the License Fee (subject to any right of set off as described below) to DRPA each month on the tenth (10th) day of the month following the use of the Premises, along with a detailed financial report and summary verified as accurate by the Executive Director of Vendor detailing the gross revenues earned at each of the parking areas during the previous month. DRPA may, in its reasonable discretion, request addition financial information to verify the gross receipts being reported by Vendor. 3. Reports: During the Term of this Agreement, Vendor will maintain and preserve fully, complete and accurate records of all Gross Revenues for the business conducted by Vendor on the Premises. The acceptance by DRPA of any monies paid to DRPA by Vendor as the License Fee for the Premises as shown on any statement furnished by Vendor shall not be an admission of the accuracy of such statement, but DRPA is entitled at any time within three (3) months after the receipt of such payment of the License Fee to question the accuracy of said statement. Vendor will for a period of six (6) months after submission to DRPA of any such statement, keep safe and intact all of Vendor's records, books, accounts, and other data which in any way bear upon or are required to establish in detail, the Gross Revenues, and Vendor, upon request, shall make the same available to its agents for examination at the Premises or at Vendor's principal place of business at any reasonable time during said six (6) month period. The books and records hereinafter referred to include, but shall not be limited to, financial statements, audits, and tax filings. DRPA/PATCO agrees to keep all information confidential but is permitted to submit such information to its accounting and legal professionals.

III. Terms and Conditions:

1. Term: This Agreement commences on the date of execution by both parties and continues in force and effect until ______or until otherwise terminated in accordance with the terms and conditions of this Agreement.

Renewable Options: This Agreement is for one (1) year with three (3) one (1) year options. Options to be renewed at the discretion of DRPA/PATCO.

2. Termination: This Agreement may be terminated as follows: (i) at the discretion of DRPA/PATCO upon DRPA/PATCO giving not less than thirty (30) days prior written notice to Vendor, or (ii) a default by either party hereunder; provided that the defaulting party shall have received written notice of such default and a reasonable opportunity to cure but in no event more than ten (10) business days for monetary defaults and thirty (30) days for non monetary defaults. In the event that either party exercises its right to terminate the Agreement, then the Agreement and all obligations terminate, become null and void and the parties are without further liability whatsoever to the other under this Agreement.

3. Indemnification: Vendor hereby agrees to indemnify, save, defend, and hold harmless the DRPA, PATCO, its commissioners, officers, members, employees and agents from and against any and all liabilities, penalties, damages, claims, costs, charges and expenses, including without limitation, court costs and reasonable attorney's fees which may be imposed or asserted against DRPA or PATCO from any cause or in any matter whatsoever from Vendor's and its agents', employees', contractors', invitees' and patrons' use and operation of the Premises during Events, if required by the authority.

4. Contractors' Indemnity: Vendor shall require its respective contractors, consultants, agents, and representatives to defend, indemnify, and hold harmless the DRPA and PATCO from and against any and all claims, actions, suits, complaints, and proceedings, including but not limited to any attorney's fees, costs of defense, judgments and damages which arise from or are in any way connected with the contractors', consultants', agents', or representatives' entrance upon and use of the Premises, if required by the Authority.

5. Insurance: Vendor is required to maintain insurance covering applicable risks of loss during the Term of this Agreement in such amounts as are normal, customary for the operation of the Premises, and acceptable to the DRPA. [PATCO should determine its insurance requirements now with Risk Management.] Vendor will name the DRPA/ PATCO and any other party identified by DRPA/PATCO as additional insureds on Vendor's policies of insurance and submit to DRPA a copy of a certificate of insurance verifying that it and its contractors, consultants, and agents have insurance for the activities being undertaken on the Premises. Vendor shall also require its contractors, consultants, agents, and representatives to add the DRPA/PATCO and any party it identifies as additional insureds on their respective policies of insurance, if required by the authority.

6. Political Payments and/or Contributions: Vendor warrants to the DRPA that neither Vendor nor anyone authorized to act on Vendor's behalf has made any payment or contribution to any political candidate, political committee, public official or any other person or entity, for the purpose of specifically and directly influencing the award of this Agreement. Vendor agrees that if the Executive Committee of the DRPA decides, after such hearing as it deems necessary (provided that any such hearing shall only be conducted after at least thirty (30) days prior written notice to Vendor and the opportunity of Vendor to be present at such hearing to defend and/or explain any such allegations), that this warranty has been breached, then this Agreement shall automatically terminate. The Executive Committee's decision shall be final, unless Vendor seeks a review thereof in a commercial arbitration proceeding conducted by the American Arbitration Association, instituted by Vendor within thirty (30) days of receipt of the Executive Committee's decision. Vendor further agrees that it shall be ineligible to receive any award of any grant or other funding from the DRPA for a period of one (1) year from the date of any final decision unfavorable to it.

7. Notices: All communications that may be or are required to be given by either party to the other herein shall be in writing and by confirmed facsimile or personal delivery or delivered or sent by prepaid registered mail to the parties at the following addresses:

If to the DRPA:

DELAWARE RIVER PORT AUTHORITY One Port Center, 2 Riverside Drive Camden, NJ 08101 1949 Attn: Chief Executive Officer and PATCO General Manager PORT AUTHORITY TRANSIT CORPORATION P.O. Box 4262 Lindenwold, NJ 08021-0218 Phone: 856-968-2444; Fax: 856-968-2445

With a copy to:

DELAWARE RIVER PORT AUTHORITY One Port Center, 2 Riverside Drive Camden, NJ 08101 1949 Attn: General Counsel Phone: 856-968-2407; Fax: 856-968-2424

If to Vendor:

[INSERT]

With a copy to:

[INSERT]

Contact information for Vendor's Operator:

[INSERT]

Contact information for Vendor's Maintenance/Cleaning Service:

[INSERT]

8. Compliance with Laws and Regulations: Vendor will comply with all applicable federal, state, and local laws, rules, regulations, ordinances, and requirements of any kind relating to its performance under this Agreement.

9. Application of Laws: By entering into this Agreement, the DRPA does not consent, either expressly or impliedly, to the jurisdiction or application of any laws, regulations, procedures or requirements of any governmental, quasi- governmental or other political entity that would otherwise not be applicable to the DRPA.

10. Jurisdiction and Venue: This Agreement shall be deemed to be a contract under, and for all purposes shall be governed by, construed, and interpreted in accordance with the laws of the State of New Jersey, without regard to conflict of law principles or canons of construction which require interpretation against the drafter. The state and federal courts in the County of Camden and State of New Jersey shall have sole jurisdiction to resolve any disputes arising hereunder.

11. Parties' Representations: (a) DRPA hereby represents and warrants to Vendor that (i) DRPA has all rights, title and interest in and to the Premises necessary to grant the rights to Vendor as set forth in this Agreement, (ii) DRPA has authority to grant the rights to Vendor as set forth in this Agreement without the necessity of obtaining any formal approvals, consents or taking any other action (including, without limitation, and public or administrative hearings or actions), (iii) this Agreement is legally binding on DRPA and enforceable in accordance with its terms, (iv) the rights granted herein will not violate any laws, codes, rules, orders, or zoning of any governmental authority, and (v) the rights granted herein will not violate any contractual or other agreements (including, without limitation, leases) between DRPA and any third party. (b) Vendor hereby represents and warrants to DRPA that (i) Vendor is a corporation validly existing under the laws of the State of ______and the execution, delivery and performance of this Agreement is within Vendor’s corporate powers, has been duly authorized by all necessary action of the officers, and is not in contravention of the terms of its Articles of Incorporation, (ii) Vendor has authority to enter this Agreement without the necessity of obtaining any further formal approvals, consents, or taking any other action, and (iii) this Agreement is legally binding on Vendor and enforceable in accordance with its terms.

12. Entire Agreement: This Agreement contains the entire agreement of the parties and is binding on their respective executors, administrators, legal representatives, successors, and assigns. This Agreement may not be amended or altered without the written consent of both parties hereto.

13. Waiver: A waiver by any party of a breach or default by the other party of any provision of this Agreement shall not be deemed a waiver of future compliance therewith, and such provisions shall remain in full force and effect.

14. Captions: All headings preceding the text of the several sections and paragraphs hereof are inserted solely for the convenience and reference of the parties and do not constitute a part of this Agreement, nor shall they affect their meaning or interpretation thereof.

15. Assignment: This Agreement may not be assigned without the prior written consent of both parties, such consent not to be unreasonably withheld, conditioned, or delayed.

16. Severability: If any provision of this Agreement is invalid or unenforceable, in whole or in part, such provision and this Agreement shall be deemed and construed to be modified or restricted to the extent that and in the manner necessary to render the same valid and enforceable, or shall be deemed excised from this Agreement as the case may require.

17. Modification: Unless otherwise authorized by this Agreement, all modifications must be in writing and signed by both parties to be valid.

18. No Third Party Beneficiary: The parties to this Agreement do not intend to confer a benefit to any third party.

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