Request for Proposals

for

Real Estate Consulting Services

BID NO. B201501

The Island Campus

Stockton University

Atlantic City, New Jersey

Event Date Time

Site Visit (Refer to Section 1.5.2 for

more information.) March 12, 2015 10:00AM

RFP QUESTION CUTOFF

DATE (Refer to Section 1.5.1for

more information)

March 17, 2015 3:00PM

Bid Proposal Submission Due

Date (Refer to RFP Section 1.5.3 for

more information.)

March 25, 2015 2:00PM

Dates are subject to change. All changes will be reflected in Addenda to the RFP posted on the

SASI Website.

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RFP Issued By:

Stockton Affiliated Services, Inc.

101 Vera King Farris Drive

Galloway, NJ 08205

1.0 INFORMATION FOR BIDDERS

1.1 PURPOSE AND INTENT

This Request For Proposals (“RFP”) is issued by Stockton Affiliated Services, Inc.

(“SASI”), a New Jersey Public College Auxiliary Organization created in 2008 under the laws of

the State of New Jersey, N.J.S.A. 18A:64-26, et seq., for the purpose of supporting the teaching

and learning mission of Stockton University (the “University”).

By this RFP, SASI solicits proposals from qualified strategic real estate consulting firms

with demonstrated expertise in real estate asset optimization, development and operations for the

purpose of creating and implementing a Real Estate Concept Plan (the “Plan”) to govern the

development of the new Stockton Island Campus (formerly known as the Showboat Casino and

Hotel) in Atlantic City, New Jersey.

Proposals will set forth a clear project vision and a well-organized process involving a

highly qualified and experienced team of real estate professionals working with representatives

of SASI, the University, third party architects, engineers and other professionals to deliver a Plan

that meets the needs of the University. The Plan must address transaction structures, phasing,

financing, master facility and strategic planning, leasing and other disciplines to maximize the

Island Campus as a mixed-use academic, community, retail and commercial facility.

The intent of this RFP is to award a contract to the Bidder whose proposal, conforming to

the requirements of this RFP, is most advantageous to SASI, price and other factors considered.

SASI, however, reserves the right to separately procure individual requirements that are the

subject of this RFP, when deemed by SASI to be in its best interest and in the best interests of

the University.

1.2 INSTITUTIONAL BACKGROUND & PROJECT DESCRIPTION

The University is a mid-sized, liberal arts institution with an enrollment of approximately

8,700 students. The University’s main facilities are located on a 1,600-acre campus in Galloway,

New Jersey. In December 2014, the University acquired the former Showboat Casino and Hotel

(“the Showboat”), an existing 1,700,000 square foot, multi-story, mixed use facility located at

801 Boardwalk, Atlantic City, New Jersey. The Showboat is located on 26.28 acres with

primary construction dates of 1987, 1994 & 2003. The University acquired the Showboat to

create a mixed-use project, including academic programs and student residences for the Island

Campus as well as retail, hospitality and entertainment uses for both public and student use. The

objective of the development of the Island Campus (the “Project”) is to expand the University’s

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presence in Atlantic City, which dates back to its origins in the former Mayflower Hotel in

Atlantic City, and to advance southern New Jersey’s continued social, economic and educational

development. Bidders should appreciate - and their proposals should reflect - that the Project

will be a seminal event in State and local initiatives to bring about a social, economic and

cultural transformation in Atlantic City by diversifying the Atlantic City economy beyond the

gaming industry.

1.3 PROJECT SCHEDULE

The Project is expected to have a construction range of 9-36 months (including design,

permits, bidding and construction). The Project should be addressed in multiple phases to

provide opportunity for expedited occupancy in selected areas. SASI seeks to have the successful

Bidder under contract as soon as possible and a Plan in place that aligns with the projected

phased occupancy of the Project starting in July 2015.

1.4 PROPOSAL INFORMATION

Bidders submitting a proposal in response to this RFP shall follow the instructions

contained in this document when preparing and submitting a proposal. Failure to abide by the

instructions may cause the Bidder’s proposal to be deemed non-responsive and cause for

rejection.

The primary medium for communication regarding this RFP shall be via the internet.

The RFP, Required Forms, Addenda, Questions and Answers can all be accessed by logging into

the SASI Website at www.stockton.edu/sasi (the “SASI Website”). It is the responsibility of the

Bidder to monitor the SASI Website for any changes, additions, clarifications, cancellations etc.

related to this RFP.1

SASI reserves the right to reject any or all proposals or to award in whole or in part, if

deemed to be most advantageous to SASI, price and other factors considered. Furthermore,

SASI reserves the right to waive any bid requirement in its sole discretion when such waiver is in

the best interest of SASI and/or the University and where such waiver is permitted by law.

1.5 KEY EVENTS

1.5.1 QUESTIONS

SASI will accept questions from potential Bidders via e-mail at

rfp.sasi@yahoo.com or by fax at 609-626-6002.

1 While the internet will be the most efficient medium for communication with potential Bidders, it is not intended to

be exclusionary. If internet access is not available to a Bidder, the Bidder should provide SASI in writing with an

alternative method of communication such as the Bidder’s fax number or mailing address.

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Questions should be directly tied to this RFP and asked in consecutive order,

from beginning to end, following the organization of this RFP. Each question should begin by

referencing the RFP page number and section number to which it relates.

Bidders shall not contact SASI or the University by any other means concerning this

RFP except as permitted in this section 1.5.1.

THE CUT OFF DATE FOR QUESTIONS IS 3:00PM ON MARCH 17, 2015.

1.5.2 SITE VISIT

A site visit will be held on March 12, 2015 commencing at 10:00AM. Potential

Bidders should RSVP by email by 4:00PM on March 10th to confirm their attendance, name

and contact information. Potential Bidders should arrive at the main entrance to the Showboat

located at 801 Boardwalk, Atlantic City NJ 0842. Parking is available on the surface lot at 804

Pacific Ave., across the street from the Main Building. THE SITE VISIT IS MANDATORY;

PROPOSALS WILL NOT BE ACCEPTED FROM BIDDERS WHO HAVE NOT

ATTENDED THE SITE VISIT. Immediately following the walk-through of the site, SASI

representatives shall direct Potential Bidders to a conference room on site and conduct a 30

minute question and answer period related to the site visit. Attendees may also submit

questions for response on the website until 3:00PM on March 17, 2015. All responses will

be posted no later than March 23, 2015.

1.5.3 SUBMISSION OF PROPOSAL

In order to be considered, proposals must arrive at the Office of SASI by

2:00PM on the date specified on the cover to this RFP. The SASI Office is located at 101 Vera

King Farris Drive, Office F028, Galloway, NJ 08205. Bidders should allow sufficient time for

parking and delivery of their proposals. Bidders mailing proposals must address the mailing

envelope to STOCKTON AFFILIATED SERVICES, INC. and should allow for normal mail

delivery time and internal circulation within the University to ensure the timely receipt of their

proposals by the SASI Office. SASI assumes no responsibility for unmarked, Fed Ex, UPS or

any other carrier/mail service.

PROPOSALS NOT RECEIVED ON TIME AT THE REQUIRED LOCATION WILL BE

REJECTED.

1.6 ADDITIONAL INFORMATION

1.6.1 ADDENDA; REVISIONS TO THIS RFP

If SASI determines to revise this RFP, such revision will be by addendum.

Addenda will become part of this RFP and part of any Contract awarded pursuant to this RFP.

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Addenda will be posted on the SASI Website. There are no designated dates for release of

Addenda. Bidders should check the SASI Website on a regular basis. It is the sole responsibility

of the Bidder to be knowledgeable of all Addenda issued relating to this RFP.

1.6.2 BIDDER RESPONSIBILITY

The Bidder assumes sole responsibility for the effort required in submitting a

proposal in response to this RFP. No special consideration will be given after proposals are

opened because of a Bidder's failure to be knowledgeable as to all of the requirements of this

RFP.

1.6.3 COST LIABILITY

SASI assumes no responsibility and bears no liability for costs incurred by a Bidder in

the preparation and submittal of a proposal in response to this RFP.

1.6.4 CONTENTS OF PROPOSAL

Subsequent to bid opening, all information submitted by a Bidder in its proposal

is considered public information, except as may be exempted from public disclosure by the

Open Public Records Act, N.J.S.A. 47:1A-1 et seq., and otherwise by law. A Bidder may

designate specific information in its proposal as not subject to disclosure when the Bidder has a

good faith legal/factual basis for such assertion. SASI reserves the right to make the

determination and will advise the Bidder accordingly. The location in the proposal of any such

designation should be clearly stated in a cover letter. SASI will not honor any attempt by a

Bidder either to designate its entire proposal as proprietary or to claim copyright protection for

its entire proposal. By submitting a proposal, the Bidder waives any claims of copyright

protection regarding materials provided in its proposal.

1.6.5 BID ERRORS

A Bidder may request that its proposal be withdrawn prior to bid opening. Such

request must be made in writing. If the request is granted, the Bidder may submit a revised

proposal as long as the revised proposal is received by the submission deadline and otherwise in

accordance with this RFP.

If, after the opening of proposals but before Contract award, a Bidder discovers

an error in its proposal, the Bidder may make written request to SASI for authorization to

withdraw its proposal from consideration. Evidence of the Bidder’s good faith in making this

request shall be used in making the determination. The factors that will be considered are that

the mistake is so significant that to enforce the contract resulting from the proposal would be

unconscionable; that the mistake relates to a material feature of the contract; that the mistake

occurred notwithstanding the Bidder’s exercise of reasonable care; and that SASI will not be

significantly prejudiced by granting the withdrawal of the bid proposal.

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If it is discovered that there is an arithmetic disparity between the unit price and

the total price, the unit price shall prevail. If there is any other ambiguity in the pricing and the

Bidder’s intention is not readily discernible from other parts of the proposal, SASI may seek

clarification from the Bidder to ascertain the true intent of the proposal.

1.6.6 BID DISCREPANCIES

In evaluating proposals:

Discrepancies between words and figures will be resolved in favor of words.

Discrepancies in the multiplication of units of work and unit prices will be

resolved in favor of the unit prices.

Discrepancies between the indicated total of multiplied unit prices and units of

work and the actual total will be resolved in favor of the actual total.

Discrepancies between the indicated sum of any column of figures and the correct

sum thereof will be resolved in favor of the corrected sum of the column of figures.

2.0 DEFINITIONS

The following definitions are used in this RFP and will be part of the Contract awarded as

result of this RFP:

Addendum - Written revision to this RFP issued by SASI.

Bidder – A firm submitting a bid proposal in response to this RFP.

Contract – This RFP, all Addenda to this RFP, the successful Bidder's proposal and

SASI’s Consultant Services Agreement.

Consultant - The Bidder awarded the Contract resulting from this RFP.

May - Denotes that which is permissible, but not mandatory.

Project – The transformation of the former Showboat Casino and Hotel into the

University’s Island Campus, including classroom, dormitory, hotel, retail, entertainment

and commercial space to further the mission of the University and to enhance the cultural, social,

economic and educational opportunities in the Atlantic City community.

Real Estate Concept Plan – A plan developed by Consultant that governs the Project and

advances the development of the University’s Island Campus into a mixed-use property

providing academic programs and student residences for the Island Campus as well as retail,

hospitality and entertainment uses for both the public and students. The objective of the Real

Estate Concept Plan is to expand the University’s presence in Atlantic City and to promote

southern New Jersey’s continued social, economic and educational development.

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Shall or Must - Denotes that which is a mandatory requirement.

Should - Denotes that which is recommended, but not mandatory.

BOMA - Building Owners and Management Association.

Island Campus – The property purchased by the University located at 801 Boardwalk,

Atlantic City, New Jersey (the former Showboat Casino and Hotel).

3.0 SCOPE OF WORK

3.1 PHASE 1 – ASSESSMENT OF POTENTIAL TRANSACTION

STRUCTURES AND USERS

Consultant shall identify and evaluate potential uses for the spaces identified in Phase 1.

The Plan shall address potential and recommended transaction structures for the respective areas

of the Island Campus (e.g., condominium creation and sale, master lease, joint venture, etc.).

Utilizing economic and demographics research, Consultant shall provide an assessment of the

market, demographics and highest and best potential uses of these areas. Based on the findings of

this assessment, Consultant shall provide an economic analysis for highest and best use for the

commercial and community spaces to be sold or leased to third parties.

3.1.1 Retail/Entertainment

Consultant’s retail professionals shall identify specific uses and retailers for Area B and

establish ideal size requirements and infrastructure for potential retail uses targeting one or more

of three user groups: the University’s students, local year-round residents and seasonal residents

and visitors. These retail uses would likely include food, entertainment, consumer goods and

specialty or convenience uses.

Consultant shall work with SASI, the University and the Architect SOSH to develop a

plan based on the size and requirements of interested users and the Consultant’s

recommendations for potential uses and their anticipated space and infrastructure requirements.

Consultant will work with SASI, the University and the Architect SOSH to evaluate and

calculate common areas, service access for mixed uses, etc. in accordance with BOMA space

standards for floor area measurement. Consultant shall provide a useable to rentable gross up

factor, taking into consideration the actual gross up of common area and infrastructure and also

reasonable market standards.

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Consultant shall provide a comprehensive financial model of anticipated rents, operating

expenses and capital improvement costs for the retail portion of the Project, define and configure

marketable space blocks, and identify and estimate tenant improvement costs (indicating whether

funded by tenants or the University).

3.1.2 Hospitality

Consultant shall identify hotel operators/flags that would be well suited to operate Area

A, given the location, demographics and programmatic fit within the Island Campus. Consultant

shall assist SASI in the selection of a preferred operator and identify a short list of operators to

submit final proposals and qualifications to Consultant and SASI. Consultant shall advise SASI

on a recommended operating structure for the hospitality area and shall provide a comprehensive

financial model reflecting anticipated results of such structure. Consultant shall advise SASI on

the terms of a letter of intent to be negotiated with the selected operator.

3.1.3 Community/Civic Engagement, Cultural and Educational Outreach

Consultant shall propose and evaluate potential community, civic engagement, cultural

and educational uses for programmatic and space requirements, giving due consideration to the

University’s academic and residential operations as well as the proposed commercial uses

recommended by Consultant at the Island Campus.

Based on this evaluation, Consultant shall:

A. Identify how the space in Areas D2 and D3 is to be allocated to these

recommended uses;

B. Recommend the infrastructure and improvements required to facilitate

the recommended use; and

C. Identify and advise SASI regarding the associated costs and the potential

rents to be obtained from these uses.

3.1.4 Phase 1 Deliverables

A. Bi-Weekly Assessment Status Reports - Consultant shall prepare bi-

weekly status reports updating SASI on its progress with the assessment of potential

retail/entertainment users, hotel operators, and community, cultural and educational uses, setting

forth the overall benefits, costs and risks of each of the possibilities being considered.

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B. Preparation of Draft Real Estate Concept Plan - Consultant shall

develop a draft Real Estate Concept Plan recommending the best uses for the respective areas of

the Island Campus. The Plan shall include: (i) the optimal uses for space and respective potential

tenants as well other viable options for SASI to consider; (ii) a risk-benefit analysis for each

Project area; (iii) recommended phasing to achieve optimal asset management of the Project; (iv)

a timeline setting forth milestones, all activities necessary to achieve each milestone, and the

completion date for each activity; (v) definition and identification of “usable” and “common”

areas, calculating the respective gross-up factors for the different spaces; (vi) a comprehensive

financial model of anticipated rents, recommended capital improvements, and projected tenant

improvements (indicating whether funded by tenants or the University); and (vii) financing

options relating to all recommended capital improvements relating to the Project areas.

C. Presentation of Draft Real Estate Concept Plan to Stakeholders –

Consultant shall present the draft Plan to stakeholders that will include both SASI and University

representatives, third-party professionals and other invitees selected by SASI. A question and

answer session shall be held following the presentation to address any questions and/or concerns.

D. Finalization of Real Estate Concept Plan - The final Plan shall reflect

the selection of options by SASI based upon the recommendations of Consultant and input from

stakeholders.

3.2 PHASE 2 - IMPLEMENTATION

Consultant will implement the final Plan according to the phasing and timeline

approved by SASI. The implementation shall include all steps necessary to achieve the goals set

forth in the final Plan, including but not limited to the following:

3.2.1 Retail/Entertainment

Define space requirements and transaction structures and negotiate transactions

with selected retail and entertainment users. Assist SASI in the negotiations of transactions and

preparation of transaction documents, advising in-house and outside counsel on specific terms

and conditions associated with the transactions, including common area definition and cost

reimbursement, real estate tax reimbursement, rentable square footage definition, etc.

3.2.2 Hospitality

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Solicits proposals from selected short list of operators. Review and analyze final

proposals and advise SASI on alternative operating structures, financial terms, level of control,

and operating and financial responsibilities of the parties. Advise SASI on the financial

condition and strength of the short-listed operators along with prior experience in operating

similar assets. Assist SASI in the negotiation of transactions and preparation of agreements,

advising in-house and outside counsel on specific terms and conditions, including common area

definition, responsibility and cost reimbursement, real estate tax reimbursement, rentable square

footage definition and other relevant considerations.

3.2.3 Other

Solicit and review proposals from prospective community, cultural and

educational uses and proposed users that are already seeking to occupy space in order to

maintain immediate proximity to or partnership with the University. Define space requirements

and negotiate leases and other transaction documents with selected community, cultural and

educational users. Assist SASI in the preparation of leases, advising in-house and outside

counsel on specific terms and conditions associated with each lease, including common area

definition and cost reimbursement, real estate tax reimbursement, rentable square footage

definition and other relevant considerations.

3.2.4 Phase 2 Deliverables

Fully-executed transactional documents for the designated uses for areas

identified by SASI.

3.3 PHASE 3 – POST- IMPLEMENTATION

At the sole discretion of SASI, the services of Contractor may be continued to

provide post-implementation real estate consulting and management services relating to the Plan

developed and implemented in the first two Phases of the Project. Consultant shall not perform

any work under this provision of the Contract without the express written authority of SASI.

4.0 PROPOSAL PREPARATION

4.1 GENERAL

Bidders are advised to thoroughly read and follow all instructions contained in this RFP,

including the information on the RFP cover sheet, in preparing and submitting proposals.

4.2 NUMBER OF PROPOSAL COPIES

The Bidder must submit 6 copies of its proposal.

4.3 PROPOSAL SIGNATURE

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Each proposal shall be signed by an authorized representative of the Bidder. If the

Bidder is a limited partnership, the proposal must be signed by a general partner. If the Bidder

is a joint venture, the proposal must be signed by a principal of each party to the joint venture.

Failure to comply with these requirements will result in rejection of the proposal.

4.4 PROPOSAL SCOPE

The bidder shall set forth its overall technical approach and plans to meet the

requirements of the RFP in a narrative format. This narrative should convince SASI that the

bidder understands the objectives that the contract is intended to meet, the nature of the required

work and the level of effort necessary to successfully complete the contract. The bidder’s

response to this section should be designed to convince SASI that the bidder’s detailed plans and

approach proposed to complete the Scope of Work are realistic, attainable and appropriate and

that the bidder’s bid proposal will lead to successful Project completion.

Proposals must respond to both Phases 1, Assessment and Phase 2, Implementation of the

Project and all three Project component areas: (i) Retail and Entertainment; (ii) Hospitality; and

(iii) Community, Civic Engagement, Cultural and Educational Uses. PROPOSALS THAT DO

NOT RESPOND COMPREHENSIVELY WILL BE REJECTED.

4.5. PROJECT TEAM/BIDDER OVERVIEW

Staff rosters & qualifications: Provide a description of your organization(s), including

relevant specialized resources, and a description of the key personnel that will be specifically

assigned and dedicated to this Project and their qualifications. Provide an organizational chart to

illustrate how the Consultant will work together and communicate with SASI and its

representatives. Provide a concise summary of background information about your company,

noting any firm resources that will specifically aid in the success of the Project. SASI encourages

potential Bidders to ally with other real estate professional services firms to form a joint venture

to execute the Project.

4.6 TIMELINE

Provide a timeline for the Project associated with each phase of the work outlined above

in Section 3.0 - Scope of Work. Consultant shall submit a bar chart schedule with its technical

proposal. The bar chart schedule shall reflect the project phases, all activities and milestones.

Highlight the weeks/days where SASI or third-party professionals such as architects and/or

engineers are required for interaction.

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A written narrative shall also be included with the technical proposal explaining the

schedule and the reasons why and how the Project can be completed in the time frame proposed

by Consultant.

4.7 COMPENSATION PRICE SHEET

Bidders should provide on the Compensation Price Sheet (attached as Exhibit 1 to this

RFP) the proposed compensation structure and estimated amount of compensation for the

services associated with each Phase and component outlined in the Scope of Work.

4.8 REFERENCES

Bidders should identify and provide contact information for not less than five references.

4.9 BIDDER AS USER

If a Bidder (or a member or affiliate of a Bidder) proposes or desires to be considered as a

user of any portion of the Project, this intention must be clearly set forth in its proposal. In such

case, the proposal shall address the potential conflict arising from the dual roles of consultant and

user.

5.0 SPECIAL CONTRACTUAL TERMS AND CONDITIONS

5.1 PRECEDENCE OF SPECIAL CONTRACTUAL TERMS AND

CONDITIONS

The Contract awarded as a result of this RFP shall consist of this RFP, Addenda to this

RFP (if any), Consultant’s Proposal and SASI’S form of Consultant Agreement including

SASI’S Standard Contract Terms and Conditions ( See Appendix 1 of this RFP).

In the event of a conflict between provisions within the Contract documents, the Contract

documents shall have the following order of priority: Agreement, RFP Addenda by later issuance

date, the RFP, SASI’s Standard Contract Terms and Conditions, and Consultants proposal.

5.2 CONTRACT TERM

The term of the Contract shall be for a period of one year, subject to extension upon

mutual agreement of the parties.

5.3 CONTRACT AMENDMENT

Any changes or modifications to the terms of the Contract shall be valid only when they

have been reduced to writing and signed by Consultant and SASI.

5.4 INDEMNIFICATION

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Consultant will indemnify, defend and hold harmless the University, SASI, their

employees, representatives, and agents from and against any and all losses, suites, claims

demands, fines, penalties, awards, damages, costs and expenses as well as reasonable attorney’s

fees and court costs arising out of or in connection with: any negligence, default, breach, errors

or omissions by Consultant of obligations under the Contract; or violations of or non-

compliance with federal, State, local or municipal laws & regulations, ordinances, or building

codes arising from the performance of the Contract or arising out of conditions created or

caused to be created by Consultant, its agents, employees and subcontractors.

5.5 INSURANCE CERTIFICATES

Consultant shall provide SASI with current certificates of insurance for all coverages

required below:

Consultant shall show evidence of, prior to the commencement of services, and

maintain, at its own expense, until final acceptance by SASI of all services required under the

Agreement, insurance for liability for damages imposed by law and assumed under the

Contract, of the kinds and in the amounts hereinafter provided, with insurance companies

authorized to do business in the State of New Jersey. All of the policies of insurance required

to be purchased and maintained and the certificates, declaration pages, or other evidence thereof

shall contain a provision or endorsement that the coverage afforded is not to be cancelled,

materially changed or non-renewed without at least 30 days prior written notice to SASI by

certified mail.

Stockton University, SASI and The State of New Jersey shall be named as additional

insureds under the Comprehensive General, Comprehensive Automobile, and Employer’s

Liability policies.

Consultant shall procure and maintain the following types of insurance with limits of

liability in at least the amounts listed below:

A. Commercial General Liability Insurance. The minimum limit of liability shall

be $1,000,000 per occurrence (combined single limit for bodily injury and

property damage)/$3,000,000 aggregate, including products/completed operations

and contractual liability insurance.

B. Workers Compensation and Employer's Liability Insurance. This insurance

shall include Employer’s Liability Protection with a limit of liability not less

than $100,000 per accident/$300,000 per disease for each employee/$300,000

aggregate per disease. Worker's Compensation and Employer's Liability

insurance shall be provided in accordance with the requirements of the laws of

New Jersey.

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C. Comprehensive Automobile Liability Insurance. This policy shall cover

owned, non-owned, hired, leased and rented vehicles with minimum limits of

liability in the amount of $500,000 per accident as a combined single limit for

bodily injury and property damage.

D. Professional Liability Insurance. Professional Liability Insurance, errors &

omissions/claims-made basis $2,000,000 per claim and in the annual aggregate.

The insurance carrier shall be registered with the New Jersey Department of

Insurance and licensed or authorized to conduct business in the State of New

Jersey. In the event of a loss, Consultant shall be held responsible for payment

of the deductible as though there were no deductible.

Such insurance shall be maintained for a period of not less than six months

following the actual completion and acceptance of the Project by SASI.

Contractual Liability Insurance is not acceptable.

5.6 FEES AND INVOICING

Invoices for all work performed shall be processed only after SASI reviews and confirms

acceptance of the work. Invoices will not be processed if work is found to be incomplete or

unsatisfactory upon review by SASI. The invoice, or portion of the invoice, will be held

unprocessed until Consultant makes the necessary corrections and the work is acceptable to

SASI.

5.7 DISPUTES

SASI shall be, in the first instance, the interpreter of the requirements of the Contract and

the judge of Consultant’s performance thereunder. Consultant may, at any time, request a

conference of any claim, dispute or matter in question arising out of or relating to Contract.

Consistent with the intent of the Contract, SASI may schedule a conference for the purpose of

settling or resolving any such disputes, claims or other matters. Where such a conference is

conducted, Consultant shall be afforded the opportunity to be heard on the matter in question.

Following review of Consultant’s request, SASI and Consultant may settle or resolve the

disputed matter. If an agreement cannot be reached, the final decision rendered by the authorized

representative as a result of the conference is binding. The final decision may be appealed to a

New Jersey Court of competent jurisdiction.

5.8 CONFLICT OF INTEREST: At no time during the existence of the contract to

be awarded hereunder shall an agent or any officer, director, general or limited partner or

employee of Consultant: hold an equity or other economic interest in; have a contractual or other

business relationship with; or be an officer, director, general or limited partner, or employee of

Stockton Affiliated Services Inc., Stockton University or their designated agents. Consultant

shall have an affirmative obligation to advise SASI of any potential or actual conflict of interest

that may arise with respect to its obligations under the contract.

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5.9 SASI’S OWNERSHIP OF DOCUMENTS SASI’s ownership of all plans, original drawings, specifications, data, samples, material,

computer discs, evidence, and documentation gathered, originated or prepared by the Consultant

or his sub-consultants during the performance of the contractual responsibilities pursuant to this

contract, shall belong exclusively to the SASI. Any such plans, specifications, data, samples,

materials, evidence and documentation shall be delivered to the SASI in a timely manner upon

the completion of each phase of the project. The Consultant shall be permitted to retain a copy of

all such materials for his own confidential files.

6.0 PROPOSAL EVALUATION

6.1 The Contract shall be awarded to the responsive and responsible Bidder whose

proposal, conforming to the requirements of this RFP, is most advantageous to SASI, price and

other factors considered. Other factors considered include the following, not necessarily listed in

order of significance:

Responsiveness of the Proposal and Methodology: Includes the Bidder’s completeness

in addressing the requirements of this RFP, the specific tasks detailed in the Scope of Work, the

proposed Project approach and methodology, and the availability to meet Project schedule.

Qualifications of the Bidder: Includes skills, knowledge and abilities in areas directly

related to this RFP and with regard to fulfilling the tasks specified in the Scope of Work.

Experience of the Bidder: Includes the Bidder's record of past performance related to

projects of similar scope and size and the Bidder’s ability to meet schedules in those projects.

References: SASI will speak to references to determine confidence in the Bidder’s

ability to fulfill the tasks detailed in the Scope of Work.

6.2 ORAL PRESENTATION AND/OR CLARIFICATION OF PROPOSAL

After the submission of proposals, unless requested by SASI as noted below, Bidder

contact with SASI is not permitted.

SASI may require the Bidder to give an oral presentation to SASI concerning its proposal

or to submit written responses to questions regarding its proposal. The purpose of such

communication with the Bidder, either through an oral presentation or a letter of clarification, is

to provide an opportunity for the Bidder to clarify or elaborate on its proposal. Proposals

submitted, however, cannot be supplemented, changed, or corrected in any way, except as

described in Section 1.6.5 above. No comments regarding other proposals are permitted.

Bidders may not attend presentations made by their competitors. It is within SASI’s discretion

whether to require the Bidder to give an oral presentation or require the Bidder to submit written

responses to questions regarding its proposal. Action by SASI in this regard should not be

construed to imply acceptance or rejection of a proposal.

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7.0 CONTRACT AWARD

The Contract award shall be made with reasonable promptness by written notice to the

successful Bidder. SASI reserves the right to reject any or all bids, or to award in whole or in

part, if deemed to be in the best interest of SASI or the University to do so. Furthermore, SASI

reserves the right to waive any bid requirement in its sole discretion when such waiver is in the

best interest of SASI or the University and where such waiver is permitted by law.

EXHIBIT 1

The Compensation Price Sheet

FEE BREAKDOWN SHEET:

The following information shall be included in the final Proposal.

SASI is looking for the bidder to submit a budget that supports and explains the Total Firm

Fixed Price. The budget should include, but not be limited to, staff, estimated hours for each

staff person and an All Inclusive Hourly Rate for each staff person. An All-Inclusive Hourly

Rate is comprised of all direct and indirect costs including, but not limited to: overhead, fee or

profit, clerical support, travel expenses, per diem, safety equipment, materials, supplies,

managerial support and all documents, forms, and reproductions thereof. This rate also includes

portal-to-portal expenses as well as per diem expenses such as food. A Firm Fixed Price is all-

inclusive of direct cost and indirect costs, including, but not limited to, direct labor costs,

overhead, fee or profit, clerical support, equipment, materials, supplies, managerial

(administrative) support, all documents, reports, forms, travel, reproduction and any other costs.

No additional fees or costs shall be paid by the State unless there is a change in the scope of

work.

In the event SASI omits a Phase and/or components of the Phases listed in the Scope of Work

after the bid submission date, the Total Firm Fixed Price included in the final proposal must be

broken out by Phase and Component of each Phase.

Please provide all Project employee names, their titles, anticipated hours working on the Project

and their all-inclusive hourly rates.

If the Bidder proposes real estate commission compensation instead of a fixed price for

implementation services provided pursuant to Section 3.2, the Bidder should indicate: (A) the

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formula for determining the amount of commissions and an estimate thereof; (B) the period

over which such commission compensation is proposed to be payable; (C) if compensation is

proposed for consulting services provided pursuant to Section 3.1, whether such compensation

will be offset against commission compensation; and (D) whether there is proposed to be a

“cap” on or maximum amount of commission compensation.

Firm Name ________________________________________________________

Contact Name______________________________________________________

Contact email______________________________________________________

Contact phone #____________________________________________________

Office location serving this project_____________________________________

Fixed Price for Phase 1:_______________________________

Please break out the price by the following components:

Assessment of Retail/Entertainment Users: ________________________________

Assessment of Hospitality Users: ________________________________________

Assessment of Community/Civic Engagement, Cultural and Educational Outreach Users:

___________________

Delivery of Bi-Weekly Status Reports: ______________________________

Preparation of Draft Real Estate Concept Plan: ________________________________

Presentation of Draft Plan to Stakeholders: ___________________________________

Finalization of Real Estate Concept Plan: ______________________________________

Fixed Price for Phase 2: _________________________________

Please break out the price by the following components:

Implementation of Retail/Entertainment: _________________________________

Implementation of Hospitality: ________________________________________

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Implementation of Other: ___________________________________________

Phase 2 Deliverables: ____________________________________________

Proposed Real Estate Commission Compensation, if any: _____________________________

Proposed Total Firm Fixed Price for both Phases: _________________________________

Submission by Firm and Signature:

Name Print ____________________________________

Name Signature ____________________________________

Title ____________________________________

Firm ____________________________________

Date ____________________________________

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APPENDIX I:

FORM OF CONTRACT/ TERMS AND CONDITIONS

AGREEMENT FOR CONSULTING SERVICES

THIS AGREEMENT, dated as of _______________, 2015 between STOCKTON

AFFILIATED SERVICES INC. (the "SASI") and ______________________________. (the

"Consultant"):

W I T N E S S E T H:

SASI and the Consultant hereby agree as follows:

ARTICLE I The Contract Documents

Section 1.1 The following documents are made a part of this Agreement:

(a) The Request for Proposals dated ________________ and all addenda thereto incorporated

by reference.

(b) General Terms and Conditions of Contract (attached as Exhibit “1”)

(c) The Proposal of Consultant dated ________________ (attached hereto as Exhibit "2");

(d) A Certificate of Insurance attached as Exhibit "3"

(e) The Project Schedule with milestones, attached as Exhibit “4”

(f) A list of Key Project Personnel and responsibility chart attached as Exhibit “5”.

ARTICLE II Representations of the Consultant

Section 2.1 The Consultant makes the following representations and warranties:

(a) The Consultant may lawfully conduct its business in the State of New Jersey with the

power to enter into this Agreement, to carry on its business and to incur and perform its

obligations hereunder.

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(b) There is no action, suit or proceeding at law or in equity by any governmental

instrumentality or other agency now pending or, to the knowledge of the Consultant, threatened

against or affecting the Consultant that, if adversely determined, would materially impair its

right to carry on business substantially as now conducted and as contemplated under this

Agreement, or to perform its obligations under this Agreement, or would materially adversely

affect its financial condition.

(c) The execution and delivery of this Agreement and performance by the Consultant of its

obligations under this Agreement do not and will not violate any provision of law and will not

result in the breach of, or constitute a default under, any agreement to which the Consultant is a

party or by which it is bound.

Section 2.2 The Consultant shall fulfill all of the responsibilities and requirements of set

forth in the RFP and Proposal and warrants that all of the information and representations

contained in its Proposal are true and correct. In the event of any inconsistencies between the

requirements of the Proposal and the Agreement, the Agreement shall govern.

Section 2.3 The Consultant shall perform the services required hereunder in accordance with the

standards of care and diligence normally practiced by licensed and certified Consulting firms of

this State performing Consulting and real estate services of a similar nature under similar

circumstances. In the event of non-fulfillment of the foregoing covenant, the Consultant shall

promptly re-perform, at the SASI's written request made at any time within a one (1) year

period after the SASI's acceptance of the Consultant's services, any and all services as may be

necessary to conform to the foregoing covenant. All costs incurred by the Consultant in

performing such corrective services shall be borne by the Consultant.

Section 2.4 The Consultant shall be responsible for assuring that it and its employees and

agents comply with all federal, state, and local laws and regulations, prohibiting discrimination

ARTICLE III Representations of the SASI

Section 3.1 The SASI makes the following representations:

The SASI is an independent public college auxiliary organization, which was created in 2008

pursuant to NJSA 18A:64-28 et seq. of the laws of the State of New Jersey. The SASI has the

power and authority to enter into this Agreement.

ARTICLE IV Scope of Services

Section 4.1 The Consultant shall provide all services required for the project as more

particularly described in the RFP and Consultant’s Proposal attached as Exhibit 2

Section 4.2 Project Schedule. The Consultant shall prepare for review and approval a

preliminary Project Schedule to be attached hereto as Exhibit "4". Any amendment to the

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Project Schedule once finalized must be approved by the SASI in writing. The Consultant shall

maintain and update the Project schedule on a bi-weekly basis.

Section 4.4 Project Meetings. The Consultant shall attend Project review meetings with the

SASI personnel as required.

ARTICLE V Term of Agreement

Section 5.1 This Agreement and the obligations of the Consultant hereunder shall commence

upon the execution of this Agreement and shall terminate on completion of the scope of

services and acceptance by the SASI (the "Termination Date unless otherwise terminated in

accordance with the provisions of Section 5.2 below.

Section 5.2 The SASI may, at any time upon immediate notice in its discretion, terminate

this Agreement with or without cause. In the event the SASI elects to terminate this Agreement

for reasons not the fault of the Consultant, the Consultant shall be entitled to compensation for

services performed up to the date of termination which have been accepted by the SASI.

Section 5.3 All reports, drawings, site sketches, renderings, laboratory results or other

product completed or in the process of being completed by the Consultant at the time of

termination shall be deemed to be the property of the SASI and shall be delivered forthwith to

the SASI for its exclusive use and possession.

ARTICLE VI Compensation

Section 6.1 The Consultant shall be compensated as follows:

The Consultant shall invoice the SASI on a monthly basis, for work performed based on the

Consultant’s Fee Schedule in the Proposal. The total sum to be paid under this contract shall

not exceed $_________________.

Every invoice for payment must include a description of the services performed by Project

Phase, the amount due for that pay period, total amount paid-to-date and the remaining balance

on the Consultant’s Agreement. The required payment date shall be 30 calendar days from the

receipt and approval of a properly executed invoice.

Section 6.2 Reimbursable Expenses: The fee is all inclusive. No separately invoiced out of

pocket expenses within the scope of the project will be reimbursed under this contract.

Section 6.3 Notwithstanding anything to the contrary in this Agreement, the SASI has the

right to withhold compensation if it determines, in its sole discretion, that the Consultant has not

provided Services in compliance with the scope of services as set forth in the Proposal.

ARTICLE VII INDEMNIFICATION

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Section 7.1 The Consultant shall indemnify, defend and hold harmless the SASI, its

employees, officers and agents from and against all claims described in RFP, made a part of this

Agreement.

ARTICLE VIII INSURANCE

SECTION 8.1 At all times during the term of this Agreement, the Consultant shall procure and

maintain, at its expense, all insurance coverages described in the RFP entitled Insurance. In

addition, the Consultant agrees to provide the SASI with a copy of the endorsement modifying

its Commercial General Liability policy to include the SASI and Stockton University as an

additional insured.

SECTION 8.2 If the Consultant fails to maintain or renew any of its required insurance

policies, or any policy is cancelled, terminated or modified, the SASI may refuse to make

payment of any monies due under this agreement. The Consultant hereby authorizes the SASI,

in its sole discretion, and for its sole benefit, to use monies retained under this subsection to

renew the Consultant’s insurance coverage and demand immediate payment from the

Consultant. During any period when the required insurance is not in effect, the SASI may, in its

sole discretion, either suspend the work or terminate the Agreement.

ARTICLE IX: SUB-CONSULTANTS AND SUB-CONTRACTORS

Section 9.1 Payment of all sub-consultants is the sole responsibility of the Consultant. Nothing

contained in this Agreement shall create a contractual relationship between any sub-consultant

and the SASI.

ARTICLE X MISCELLANEOUS

Section 10.1 All notices, consents and other communications hereunder may be given by

telephone and confirmed in writing and delivered by registered or certified mail, return receipt

requested, to the following addresses:

(a) To the SASI at:

Charles Ingram, President of SASI

101 Vera King Farris Drive

Galloway NJ 08205

Telephone No.: (609) 652-1776

(b) To the Consultant at:

contact information: __________________

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Either party may, by notice given hereunder, designate further or different addresses or

telephone numbers to which subsequent notices, consents and communications shall be made or

delivered.

Section 10.2 The parties to this Agreement do hereby agree that the provisions of N.J.S.A.

10:2-1 through 10:2-4, dealing with discrimination in employment on public contracts, and the

rules and regulations promulgated pursuant thereunto, are hereby made a part of this Agreement

and are binding upon them.

Section 10.3 This Agreement shall inure to the benefit of and shall be binding upon any

successors of the SASI or the Consultant.

Section 10.4 This Agreement may not be assigned by either party without the consent of the

other.

Section 10.5 If any provision hereof shall be held invalid or unenforceable by any Court of

competent jurisdiction, such holding shall not affect any other provision herein contained or

render any other provision invalid or unenforceable to any extent whatsoever.

Section 10.6 This Agreement may be executed in several counterparts, each of which shall be

an original and all of which shall constitute one and the same instrument.

Section 10.7 This Agreement shall be governed by, and construed in accordance with the laws

of the State of New Jersey.

Section 10.8 The parties expressly agree that the

Courts of New Jersey shall be the exclusive forum for deciding any disputes arising out of this

Agreement between the SASI and the Consultant that cannot be settled as provided for in RFP.

IN WITNESS WHEREOF, the SASI and the Consultant have caused this Agreement to be

executed as of the date first above written.

(AUTHORIZED SIGNATURES FOR EACH PARTY)

EXHIBIT 1 TO THE CONSULTANT AGREEMENT

GENERAL TERMS AND CONDITIONS:

1. ANTI-COLLUSION CLAUSE

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Pursuant to N.J.S.A. 52:34-15, the Consultant, by signing the Proposal, does hereby warrant

and represent that this agreement has not been solicited, secured, or prepared directly or

indirectly, in a manner contrary to the laws of the State of New Jersey and that said laws have

not been violated and shall not be violated as they relate to the procurement or the performance

of the agreement by any conduct, including the paying or giving of any fee, commission,

compensation, gift, gratuity or consideration of any kind directly or indirectly, to any state

employee, officer or official.

2. CONFLICT OF INTEREST

The Consultant shall notify the SASI in writing of any interest in, or association with, any

Contractor, subcontractor, and material supplier, Consultant or manufacturer or other party

which has any interest in this project as soon as the potential for such interest is reasonably

foreseeable by the Consultant.

3. OFFER OF GRATUTIES

N.J.S.A. 52:34-19 makes it a misdemeanor to offer, pay or give any fee, commission,

compensation, gift or gratuity to any person employed by the SASI. It is the policy of the SASI

to treat the offer of any gift or gratuity by any company, its officers or employees to any person

employed by the Richard Stockton SASI of New Jersey as grounds for debarment or suspension

of such company from submitting proposals on and providing work or materials on State

contracts.

4. NON-DISCRIMINATION

Consultant shall abide by The laws of New Jersey (N.J.S.A. 10:5-31 et seq.)

5. NO DAMAGE FOR DELAY

SASI shall have the right to defer the beginning or to suspend the whole or any part of the work

herein contracted to be done whenever, in the opinion of the SASI, it may be necessary or

expedient for the SASI to do so.

And, if the Consultant is delayed in the completion of the work by act, neglect, or default of the

SASI, or any other Consultant or Contractor employed by the SASI upon the work or by

changes ordered in the work, or by strikes, lockouts, fire, unusual delay by common carriers,

unavoidable casualties, or any case beyond the Consultant’s control, or by any cause which the

SASI shall decide to justify the delay, then for all such delays and suspensions the Consultant

shall be allowed one day additional to the time herein stated for each and every day of such

delay so caused in the completion of the work, the same to be determined by the SASI, and a

similar allowance of extra time would be made for such other delays as the SASI may find to

have been caused by the SASI. No such extension shall be made prior to the beginning of such

delay, and a written request for additional time shall be filed with the SASI. Apart from

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extension of time, no payment or allowance of any kind shall be made to the Consultant as

compensation for damages on account of hindrance or delay from any cause in the progress of

the work, whether such delay be avoidable or unavoidable.

The Consultant shall not be entitled to any damages or extra compensation from the SASI on

account of any work performed by the SASI, or any other Consultant or Contractor, or any

other party or by reason of any delays whatsoever, whether caused by the SASI or any other

party, including, but not limited to, the delays mentioned in the Contract.

6. LIMITATIONS OF LIABILITY

In the event of the breach of this Agreement by the SASI, the Consultant shall be entitled to

seek compensatory damages, but subject to the following exception; in no event shall the SASI

be liable to the Consultant for any special, consequential, incidental or penal damages,

including, but not limited to, loss of profit or revenues, costs of capital, interest of any nature, or

attorneys’ fees. This limitation of liability shall not be applicable to any claims by the

Consultant against the SASI for contribution or indemnity arising from any negligence of other

claims instituted by third parties which seek any such special, consequential, incidental or penal

damages against the Consultant.

7. DISPUTES

The SASI shall be, in the first instance, the interpreter of the requirements of this

AGREEMENT and the impartial judge of the Consultant’s performance hereunder. Disputes

between the parties will be resolved through established administrative policies and procedures.

The first step in this process is to request, in writing, a Contracting Officer’s Conference. The

Contracting Officer may appoint a duly authorized representative to act on his behalf. If the

decision rendered by the Contracting Officer as a result of the conference is not accepted by the

parties concerned, the next step that may be taken is to litigate the matter with the Superior

Court of New Jersey.

The parties shall attempt to resolve disputes through the SASI’s established administrative

policies and procedures. However, neither of the parties shall be required to exhaust any

administrative remedies before or filing an action in the Superior Court of New Jersey.

The Consultant may, at any time, request a Contracting Officer’s Conference of any claim,

dispute or matter in question arising out of or relating to this AGREEMENT.

The Contractors who are working on the same project as the Consultant may also request a

Contracting Officer’s Conference should they have any claim, dispute or matter in question

arising out of or relating to their individual contracts. The Consultant will be required to

participate in such conference either as a party to the dispute or as the SASI’s witness.

8. TERMINATION FOR CONVENIENCE OF THE SASI

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The performance of work under this AGREEMENT may be terminated by the SASI in

accordance with this Article in whole, or from time to time in part, whenever the SASI shall

determine that such termination is in its best interest. Any such termination shall be effected by

delivery to the Consultant of a Notice of Termination specifying the extent to which

performance and work under the AGREEMENT is terminated and the date upon which such

termination becomes effective.

The Consultant shall be entitled to a proportion of the fee which the services actually and

satisfactorily performed by it shall bear to the total services contemplated under this

AGREEMENT less payments previously made, together with appropriate reimbursable costs to

be negotiated between the Consultant and SASI.

In addition, the SASI may negotiate with the Consultant to establish an amount of

compensation for the Consultant’s costs incurred in the close-out of the AGREEMENT.

9. TERMINATION FOR CAUSE

If the Consultant persistently disregards laws, ordinances, rules, regulations or orders of any

public body having jurisdiction, or otherwise has substantially breached the AGREEMENT,

and fails within seven (7) days after receipt of written notice to commence and continue

correction of such default, neglect or violation with diligence and promptness, the SASI may,

without prejudice to any other remedy the SASI may have, terminate the employment of the

Consultant and may finish the services by whatever methods the SASI may deem expedient. In

such case the Consultant shall not be entitled to receive any further payment until the Project is

finished. No action by the SASI under this provision shall operate to waive or release any

claims that the SASI may have against the Consultant under the AGREEMENT.

10 SASI’S RIGHT TO CARRY OUT THE WORK

If the Consultant fails to perform any obligation imposed under this AGREEMENT, and fails

within seven (7) days after receipt of written notice to commence and continue correction of

such failure with diligence and promptness, the SASI may, without prejudice to any other

remedy the SASI may have, take steps to remedy such failure. In such case an appropriate

written notice shall be issued deducting from the payments then or thereafter due the Consultant

the cost of correcting such failure including compensation for other Consultant or Contractor

additional services made necessary by such failure. If the payments then or thereafter due the

Consultant are not sufficient to cover such amount, the Consultant shall pay the difference to

the SASI. Any action by the SASI under this provision shall be without prejudice to the SASI’s

rights under this AGREEMENT and shall not operate to release the Consultant from any of its

obligations under the AGREEMENT.

11. NEW JERSEY PREVAILING WAGE ACT

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Each sub-consultant or Contractor hired by the Consultant shall comply with the New Jersey

Prevailing Wage Act, N.J.S.A. 34:11-56.25 through 56.46, and all amendments thereto, and this

Act is hereby made a part of every agreement entered into on behalf of the State of New Jersey

through the SASI, except those agreements which are not within the contemplation of the Act.

Provisions of the Act include:

All workers employed in the performance of every agreement in which the agreement sum is in

excess of $2,000 and work to which the SASI is a party shall be paid not less than the prevailing

wage rate as designated by the Commissioner of Labor and Industry of its duly authorized

representatives.

Each Consultant and sub-consultant performing public work for the SASI, who is subject to the

provisions of the Prevailing Wage Act, shall post the prevailing wage rates for each craft and

classification involved as determined by the Commissioner, including the effective date of any

changes thereof, in prominent and easily accessible places at the site of the work or at such

place or places as are used by them to pay workers their wages.

The Consultant’s signature on the proposal is their guarantee that neither they nor any of their

sub consultants is currently listed or on record by the Commissioner as one who has failed to

pay the prevailing wages according to the Prevailing Wage Act.

In the event it is found that any worker, employed by any Consultant or any sub-consultant

covered by any agreement in excess of $2,000 for any public work to which the SASI is a party,

has been paid a rate of wages less than the prevailing wage required to be paid by such

agreement, the SASI may terminate the Consultant’s or sub-consultant’s right to proceed with

the work, or such part of the work as to which there has been a failure to pay required wages

and may otherwise prosecute the work to completion.

Nothing contained in the Prevailing Wage Act shall prohibit the payment of more than the

prevailing wage rate to any worker employed on a public work.

12. PUBLIC ANNOUNCEMENTS

Publicity and/or public announcements pertaining to this project shall be cleared with the SASI

in writing prior to release.

13. PATENTS

If the Consultant employs any design, device, material, or process covered by letters of patent

or copyright, it shall provide for such use by suitable legal AGREEMENT with the patentee.

The Consultant shall assume all costs arising from the use of patented materials, equipment,

devices, or processes used on or incorporated in the work.

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The Consultant shall defend, indemnify and save harmless the SASI from any and all claims for

infringement by reason of the use of any such patented design, device, material or process, or

any trademark or copyright, and shall indemnify the SASI for any costs, expenses and damages

which it may be obliged to pay by reason of an infringement, at any time during the prosecution

of or after the acceptance of the work.

14. SASI’S OWNERSHIP OF DOCUMENTS

SASI’s ownership of all plans, original drawings, specifications, data, samples, material,

computer discs, evidence, and documentation gathered, originated or prepared by the

Consultant or his sub-consultants during the performance of the contractual responsibilities

pursuant to this contract, shall belong exclusively to the SASI. Any such plans, specifications,

data, samples, materials, evidence and documentation shall be delivered to the SASI in a timely

manner upon the completion of each phase of the project. The Consultant shall be permitted to

retain a copy of all such materials for his own confidential files.

15. COPYRIGHTS

If the performance of this AGREEMENT results in books, drawings, specifications, programs

or other copyrightable material, the author is free to copyright the work, but the SASI reserves a

royalty-free, nonexclusive, and irrevocable license to reproduce, publish, or otherwise use, and

to authorize others to use all copyrighted and copyrightable material resulting from the

performance of the AGREEMENT.

16. RIGHT TO AUDIT

The SASI reserves the right to audit the records of the Consultant in connection with all matters

related to this AGREEMENT. The Consultant agrees to maintain records in accordance with

generally accepted accounting principles for a period of not less than three (3) years after final

payment.

The Consultant further agrees that all such records will be made available to the SASI for the

purpose of audit upon reasonable demand. If such audit results in a finding of improper

statements of hourly rates, overhead, time required, mathematical calculations, or other

estimated cost of data upon which the AGREEMENT was awarded, the Consultant shall

reimburse SASI. Additionally, SASI has the authority to reduce the Consultant’s invoice

amount to an amount considered commensurate with the actual scope of work.

17.PROCEDURAL REQUIREMENTS AND AMENDMENTS

The Consultant shall comply with all written procedural instructions that may be issued from

time to time by the SASI.

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During the AGREEMENT period, no change is permitted in any of the AGREEMENT

conditions and specifications without express written approval from the Vice President of

Administration & Finance. Should the Consultant at any time find existing conditions which

would make modification in requirements desirable, he shall promptly report such matters to the

SASI for consideration. The Consultant or their authorized representative(s) may be required to

meet periodically with the SASI to discuss project progress.

18. SECURITY AND STATE REGULATIONS

All personnel must observe all regulations in effect at the project site. While on State and/or

SASI property, employees or sub-consultants of the Consultant will be subject to control of the

SASI, but under no circumstances will such persons be deemed to be employees of the State or

SASI. The Consultant or their personnel will not represent themselves as employees of the

State or SASI. All Consultant and sub-consultant personnel shall be subject to such security

clearance as the SASI shall require.

19. SUB-CONSULTANTS

If any part of the work covered by this AGREEMENT is sub-contracted, the sub-consultant

must be approved by the SASI. If there is no pre-qualification category for the discipline of a

specific sub-consultant, they must be approved by the SASI prior to using the sub-consultant.

Payment of all sub-consultants is the sole responsibility of the Consultant. Nothing contained

in this AGREEMENT shall create a contractual relationship between any sub-consultant and the

SASI. On request, the Consultant shall furnish the SASI with copies of all Agreements between

the Consultant and its sub-consultants.

20. SUB-CONTRACTORS

Contractors hired by the Consultant to perform exploratory work involving the normal

construction trades that is not of a professional nature need not be pre-qualified by the SASI;

however, if the work being performed requires a State license or certification, the sub-

contractor must hold the appropriate license or certification.

Payment of all sub-contractors is the sole responsibility of the Consultant. Nothing contained in

this AGREEMENT shall create a contractual relationship between any sub-contractors and the

SASI.

21. ASSIGNMENT

The Consultant shall not assign the whole or any part of this AGREEMENT without written

consent of the Vice President of Administration & Finance. Money due to the Consultant

hereunder shall not be assigned for any purpose whatsoever.

22 COMPLIANCE WITH LAW

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The Consultant shall comply with any and all Federal, State, or local laws in effect or

hereinafter promulgated which apply to the service herein specified.

Each and every provision required by law to be inserted in this AGREEMENT shall be deemed

to have been inserted therein. If any such provision has been or has not been correctly inserted,

then upon application of either party, the AGREEMENT shall be physically amended to

provide for such insertion or correction. If the SASI determines that the Consultant has violated

or failed to comply with applicable Federal, State or local laws with respect to its performance

of this Agreement, it may withhold payments for such performance and take other such action

that it deems appropriate until compliance or remedial action has been accomplished by the

Consultant to the satisfaction of the SASI.

23 COMPLETE AGREEMENT CLAUSE

This AGREEMENT represents the entire and integrated AGREEMENT between the SASI and

Consultant and supersedes all prior negotiations, representations or agreements, either written

or oral. This AGREEMENT may be amended only by subsequent written agreement.

24 SEVERABILITY CLAUSE

If any provision of this AGREEMENT is found invalid, it shall be considered deleted and shall

not invalidate the remaining provisions of the AGREEMENT.

25 HAZARDOUS MATERIALS

Should a Consultant, through the normal course of work, discover previously undetected

asbestos, radon, lead, PCB’s or other hazardous material, the Consultant is to report their

findings immediately to the SASI. The SASI will initiate remedial action, during which time

the Consultant may be required to cease work on the project, if so directed by the SASI. The

Consultant will commence work at the direction of the SASI, and the terms and conditions of

the original project AGREEMENT shall remain in force

26. THIRD PARTIES

Nothing contained in this AGREEMENT shall create a contractual relationship with or a cause

of action in favor of a third-party against the Consultant or the SASI, except that a third party

Consultant or Contractor may file an action as described in General Conditions Article 11,

Consultant’s Claims for Damages.

27. FINAL ACCEPTANCE

Prior to final acceptance by the SASI of the project, the Consultant shall submit all of the

required deliverables for the project as specified in this AGREEMENT. Upon submission of

the request for final payment, the Consultant firm and its successors and assigns remise, release

and forever discharge the SASI, its officers, agents and employees in their official and

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individual capacities of and from all liabilities, obligations and claims whatsoever in law and in

equity under or arising out of this AGREEMENT.