REQUEST FOR PROPOSAL FOR ENTERPRISE RISK ASSESSMENT. Mandatory Pre-proposal Teleconference at 2:00 pm local time on Friday, October 23, 2015

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1 REQUEST FOR PROPOSAL FOR ENTERPRISE RISK ASSESSMENT Mandatory Pre-proposal Teleconference at 2:00 pm local time on Friday, October 23, 2015 Proposals Due by 4:00 PM Local Time Friday, November 6, 2015 Delaware River Port Authority One Port Center 2 Riverside Drive Camden, NJ Attention: Amy Ash Phone: (856) Fax: (856) alash@drpa.org 1

2 DISCLAIMER The contents and information provided in this Request for Proposal are meant to provide general information to interested parties. The successful Respondent will be required to execute an Agreement with the Authority that will govern the rights, duties and obligations between the Authority and the successful Respondent. Accordingly, the terms set forth within this Request for Proposal does not constitute any contract between the Authority and the successful Respondent. Moreover, the Authority accepts no responsibility for any omissions or deletions relating to this Request for Proposal. SOLICITATION LETTER The Delaware River Port Authority of Pennsylvania & New Jersey (hereinafter referred to as DRPA or the Authority ), a quasi-governmental entity, is soliciting proposals from independent qualified consultants or consulting firms to assist the Authority s Board of Commissioners and Office of Inspector General in the development and implementation of a comprehensive Enterprise Risk Assessment program designed to improve operational and departmental processes, enhance communication, promote value creation, identify key risks driving disproportionate gains and/or losses, promote risk optimization, and identify barriers to value losses resulting from extreme risk events. STATEMENT OF RIGHTS 1. To select and enter into an agreement with a Respondent whose proposal best satisfies the interests of the Authority. 2. To determine in the Authority s sole discretion which Respondents are responsive and deemed qualified. The Authority may reject non-responsive proposals without evaluation, but also has the sole discretion to waive minor non-compliance. 3. To issue amendments to this Request for Proposal. 4. To conduct investigations with respect to the qualifications of each Respondent. 5. To negotiate with Respondents for amendments or other modifications to their responses. 6. To modify dates. 7. All responses to this Request for Proposal are at the sole expense of the Respondent and with the express understanding that no claim can be made for reimbursement from the Authority for the expense of preparation or submittal. 2

3 THE AUTHORITY WILL NOT HONOR ANY ATTEMPT BY A RESPONDENT TO DESIGNATE ITS ENTIRE RESPONSE AS PROPRIETARY AND/OR TO CLAIM COPYRIGHT PROTECTION FOR ITS ENTIRE RESPONSE. 3

4 I. INTRODUCTION The Delaware River Port Authority of Pennsylvania and New Jersey ( DRPA ) is a self-financing bi-state authority whose mission is to manage, plan and construct transportation facilities and provide transportation services in the greater Philadelphia/South Jersey area. DRPA operates four toll bridges spanning the Delaware River between the states of New Jersey and Pennsylvania. Its subsidiary, the Port Authority Transit Corporation ( PATCO ), operates a commuter rail transit system between Philadelphia, Pennsylvania and Lindenwold, New Jersey. If you are interested in learning more about DRPA operations, please look at our website: II. PROJECT DESCRIPTION The Authority desires to engage a consultant to work with the Office of the Inspector General (OIG) to develop and implement a comprehensive departmental risk assessment and operational development program to facilitate effective identification of internal and external events that distinguish between risks and opportunities; alignment of risks with tolerances; review of internal controls; supply best practice solutions where needed, and strengthen inter-departmental alignment and collaboration thus enabling employees to effectively carry out their duties and responsibilities. III. SCOPE OF SERVICES TO BE PROVIDED A. Phase I If we, as a public agency, are to effectively identify, assess, and manage risks, the OIG as part of its mission must demonstrate to our Commissioners, executive management, regulators, and the many constituencies that we serve that: DRPA policies, procedures and internal controls have been effectively developed and communicated, and are being adhered to (including governing documents such as the DRPA s Compact, Bylaws, and Reform Resolutions); Mandated requirements defined by law (i.e. labor, environmental and other applicable laws and regulations) have been identified, documented, communicated, and are being properly complied with; Potential business opportunities are being appropriately explored for organizational and operating efficiencies, and cost savings; Specified departmental business objectives are being established, implemented, managed, realized, and analyzed for risk avoidance; Management controls, records retention and compliance responsiveness are being maintained and enhanced; Contractual obligation requirements have appropriate management oversight and are being complied with; Elements of fraud, waste, and inefficiencies are being identified, documented, communicated, and eliminated or effectively minimized; 4

5 The achievement of the Authority s mission and vision is being properly protected and enhanced by continuous strategic planning and identification of process improvement opportunities; Accountability systems and structures are established and adhered to for business continuity. B. Phase II The preeminent goal of a risk assessment program is to realize potential opportunities while managing the adverse effects of risk. The framework established in Phase I will be applicable to the following DRPA departments: Authority Governance (Entity level controls) Finance (Accounting, Finance, Budget, Purchasing / Contract Administration, Payroll) Engineering (including project management and procurement activities) Human Resource Services Information Services Office of the General Counsel (Legal) Operations (including Facilities, Asset Management and Security) Government Relations (Grants Management and Administration) Emergency Management (Homeland Security) Within each department identified in scope, the must achieve objectives (outcomes) are to be documented as well as the risks to the achievement of that objective and formulation of control considerations that would mitigate and contribute to departmental objectives (subject to modification/replacement/or addition during the actual assessment). Remediation plans will be required and proposed to eliminate gaps within identified internal controls that have the potential to result in non-compliance with departmental objectives. The enterprise covenant of the OIG s risk assessment proposal requires eight components: 1. Internal Environment A brief analysis of how risk is viewed and addressed by department, and the environment in which they operate. 2. Objective Setting Objectives must exist before we can identify potential events affecting their environment. The objectives should support and align with the Authority s mission and vision. 3. Event Identification The need to distinguish between risks and opportunities. 5

6 4. Risk Assessment Risks are analyzed, considering likelihood and impact as a basis for determining how they should be managed. 5. Risk Response Avoiding, accepting, reducing or sharing risk; and developing a set of actions to align risks with the Authority s risks tolerances and appetite. 6. Control Activities Policies and procedures are established and implemented to help ensure that risk responses are effectively carried out. 7. Information and Communication Allow employees to carry out their responsibilities. Invest opportunities in our employees and staff to succeed. 8. Monitoring Modifications are made as necessary through on-going assessment and departmental evaluations. IV. DELIVERABLES The Consultant is expected to submit the following deliverables: A Risk Assessment report, with supporting documentation, supporting an evaluation and prioritization of risk and risk exposure by Department (and Departmental processes), based on mutually agreeable risks criteria, and reflecting mitigating controls, identification of control gaps, and recommended internal control solutions to address gaps and best practice solutions to address identified exposures. A detailed Risk Assessment worksheet that can be updated and maintained by the Authority after the completion of this project, reflecting each Departmental risk analysis and risk ratings, along with identification of existing mitigating internal controls, control gaps, and recommended solutions to address existing exposures. V. TIME REQUIREMENTS A. Project Schedule The DRPA anticipates that the following schedule will apply to the Project: SCHEDULE FOR COMPLETION OF ENTERPRISE RISK ASSESSMENT Activity Completion Date RFP Issued October 9, 2015 Mandatory Pre-Proposal Conference October 23, 2015 Proposals Due November 6, 2015 Presentation to Audit Committee for Approval December 1, 2015 Presentation to Board for Approval December 9, 2015 Contract Award January 4, 2016 Draft Work Plan w/ Timeline & Deliverables By January 15,

7 Pre-Assessment Planning Meeting w/ OIG By January 22, 2016 Presentation of DRAFT Work Plan to Audit By January 29, 2016 Committee Initiation of Risk Assessment / Entrance Conference By February 5, 2016 Receipt / Approval of Final Work Plan w/ Timeline By February12, 2016 & Deliverables Project Status Meetings w/ OIG Weekly / Ongoing Receipt of Draft Enterprise Risk Assessment / Report By June 17, 2016 Exit Conference (Department Management & CEO) By July 1, 2016 Presentation of Risk Assessment Results to Audit July 13, 2016 Committ ee Audit Committee s Comments to Draft By July 22, 2016 Receipt of Final Enterprise Risk Assessment / Report By July 29, 2016* Release of DRPA Enterprise Risk Assessment Post July 29, 2016* *Note that the July 29, 2016 deadline is absolute and failure to meet the deadline shall constitute a breach of contract. VI. AUDIT COMMITTEE CONFERENCES A. Introduction / Presentation of Approach and Work Plan Shortly after the award of the contract, the Consultant, working with the Inspector General, shall schedule a meeting / conference call with the Audit Committee leadership, and the Inspector General to introduce their firm and discuss all pertinent items relative to the upcoming risk assessment. B. Intermittent Conferences The Consultant shall attend meetings to discuss any and all pertinent items as needed and requested by the Audit Committee. C. Exit Conference Upon completion of the risk assessment and prior to submission of the final report, the Consultant shall meet with the Audit Committee and Executive Staff of the Authority to discuss the results and recommendations of the completed risk assessment. The scheduled presentation at Audit Committee meeting will be coordinated by the Inspector General. VII. CONTRACTOR PERFORMANCE A. Performance Expectations The Authority has the following performance expectations of the Consultant in providing these services. The Consultant must: 7

8 1. Conduct all activities in accordance with the provisions contained in Contract and associated proposal. 2. Be sensitive to the impact that requests for information or documentation have on the Authority staff s ability to carry out their normal duties and responsibilities. 3. Be on-site in Authority s offices and facilities to conduct interviews, collect information, conduct entrance and exit conferences, or carry out any other activities that require direct interaction with Authority staff or direct examination of Authority documentation. No confidential documentation will be allowed to leave the Authority s premises. The balance of the work should be conducted in the audit firm s offices. 4. Notify the Inspector General and Authority Management prior to the release of the final draft audit report to the discovery of any significant issues. Inform the Inspector General, if Authority staff has not provided sufficient information or adequate documentation requested on a particular topic. Prior to the release of the final draft report, the Consultant will provide Authority management an opportunity to explain its perspective on the reported results and/or provide the necessary documentation or information. 5. Maintain the strictest confidentiality regarding any issues relating to the audit s subject matter prior to the public release of the final audit report. Those within the Authority must have a clear business need to know and those outside the Authority must be authorized by law to receive the information. The Consultant may contact other jurisdictions or agencies to obtain information where the contact is reasonable or necessary to complete the risk assessment. 6. Deliver all work products in a timely manner. The final risk assessment report is due to the Authority by July Note that the July 29, 2016 deadline for issuing the final report to the DRPA is absolute and failure to meet the deadline shall constitute a breach of contact. VII. PROPOSAL REQUIREMENTS A. Mandatory Pre-proposal Teleconference There will be a mandatory pre-proposal teleconference on Friday, October 23, 2015 at 2:00PM Local Time. The call-in number Firms should use is (877) Please use participant code number # when you call in. DRPA will ask Firm representatives to identify themselves. Proposals will only be accepted from firms with representatives participating in this mandatory pre-proposal teleconference. All questions to be raised during the pre-proposal teleconference must be submitted in advance via only to Amy Ash, Contract Administrator, at alash@drpa.org. 8

9 Notes of the discussion during the pre-proposal teleconference will be compiled by the DRPA and forwarded to all attendees. After the Pre-Proposal conference, additional questions may be submitted by firms represented during the Mandatory Pre-Proposal Teleconference. These questions should also be submitted via to Amy Ash, Contract Administrator, at The Authority s answers thereto will be shared with all Respondents who are then being considered. B. Submission of Proposal The following material is required to be received by 4:00pm Local Time on Friday, November 6, 2015 for a proposing firm to be considered: A master copy (so marked) of a Technical Proposal and ten (10) copies to include the following: 1. Title Page 2. Table of Contents 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. 3. Transmittal Letter 4. Detailed Proposal A signed letter of transmittal briefly stating the Respondent's understanding of the work to be done, the commitment to perform the work within the time period, a statement why the firm believes itself to be best qualified to perform the engagement and a statement that the proposal is a firm and irrevocable offer in force for 120 days, for the completion of the management audit. The detailed proposal should follow the order set forth in Section VII. C. of this Request for Proposal. 5. The Respondent shall submit an original of a dollar cost bid in a separate sealed envelope marked as follows: SEALED DOLLAR COST PROPOSAL FOR Delaware River Port Authority FOR ENTERPRISE RISK ASSESSMENT 9

10 6. Respondents should send the completed proposal consisting of the two separate envelopes to the following address: Amy Ash Contract Administrator, Contract Administration Delaware River Port Authority PO Box 1949, 2 Riverside Drive, 7 th Floor Camden, NJ FAXED OR RESPONSES WILL NOT BE ACCEPTED. LATE RESPONSES WILL NOT BE ACCEPTED AND WILL BE RETURNED UNOPENED TO THE RESPONDENT. The phone number to use for express delivery services is (856) C. Technical Proposal 1. General Requirements The purpose of the Technical Proposal is to demonstrate the qualifications, competence and capacity of the firms seeking to undertake an Enterprise Risk Assessment of the Authority in conformity with the requirements of this request for proposal. The Technical Proposal should demonstrate the qualifications of the firm and of the particular staff to be assigned to this engagement, including: a) experience with successfully performing requested service / risk assessment, particularly in performing similar projects for similar government entities; and, b) bios / resumes of project team and their associated experience in performing assignments of this nature. The proposal should also include your approach to project management and risk assessment, as well as a preliminary Work Plan (and timeline) that specifies the method or approach for performing this engagement to completion. The submission of examples of risk assessment templates and / or models would assist evaluators in understanding approach and potential deliverables. Provide references of clients, who you have performed similar risk advisory services in the recent past, particularly those of government related entities. THERE SHOULD BE NO DOLLAR UNITS OR TOTAL COSTS INCLUDED IN THE TECHNICAL PROPOSAL DOCUMENT. The Technical Proposal and Preliminary Work Plan should address all the points outlined in the request for proposal (excluding any cost information which should only be included in the sealed dollar cost bid). 10

11 NO COST FIGURES SHOULD BE INCLUDED IN THE TECHNICAL PROPOSAL D. Sealed Dollar Cost Bid 1. Total All-Inclusive Maximum Price The sealed dollar cost bid should contain all pricing information relative to performing the Enterprise Risks Assessment as described in this request for proposal. The total all-inclusive maximum price to be bid is to contain all direct and indirect costs including all out-of-pocket expenses. The Delaware River Port Authority will not be responsible for expenses incurred in preparing and submitting the technical proposal or the sealed dollar cost bid. Such costs should not be included in the proposal. The first page of the sealed dollar cost bid should include the following information: a. Name of Firm b. Certification that the person signing the proposal is entitled to represent the firm, empowered to submit the bid, and authorized to sign a contract with the Delaware River Port Authority. c. A Total All-Inclusive Maximum Price 2. Rates by each member / billable classification of Project team and Hours Anticipated for Each. The second page of the sealed dollar cost bid should include a schedule of professional fees and expenses that supports the total all-inclusive maximum price. The cost of services described in Scope of Services To Be Provided Section of this request for proposal should be disclosed as separate components of the total all-inclusive maximum price. 3. Out-of-pocket Expenses Included in the Total All-inclusive Maximum Price/Alternative All-Inclusive Maximum Price and Reimbursement Rates Out-of-pocket expenses for firm personnel (e.g., travel, lodging and subsistence) will be reimbursed at the rates used by the 11

12 Delaware River Port Authority for its employees. All estimated out-of-pocket expenses to be reimbursed should be presented on the second page of the sealed dollar cost bid. All expense reimbursements will be charged against the total allinclusive maximum price submitted by the firm. In addition, a statement must be included in the sealed dollar cost bid stating the firm will accept reimbursement for travel, lodging and subsistence at the prevailing Delaware River Port Authority rates for its employees. 4. Rates for Additional Professional Services If it should become necessary for the Delaware River Port Authority to request the Consultant to render any additional services to either supplement the services requested in this RFP or to perform additional work, then such additional work shall be performed only if set forth in an addendum to the contract between the Delaware River Port Authority and the firm. Any such additional work agreed to between the Delaware River Port Authority and the firm shall be performed at the same rates set forth in the schedule of fees and expenses included in the sealed dollar cost bid. 5. Manner of Payment Progress payments will be made on the basis of hours of work completed during the course of the engagement and out-ofpocket expenses incurred in accordance with the firm's dollar cost bid proposal. Interim billing shall cover a period of not less than a calendar month. VIII. EVALUATION AND SELECTION Proposals will be evaluated by a Selection Committee using the following criteria: A. Technical Ability 1. Understanding of the purpose and scope of this engagement. 2. Firm s experience with similar projects (including similar projects for comparable governmental entities). 3. Soundness of technical approach and/or innovative ideas. B. Management and Administration 1. Experience of the project team (project manager and support staff). 12

13 2. Prior success in delivering similar projects. 3. Ability and commitment to complete project tasks in a timely manner and maintain confidentiality. C. Sealed Dollar Cost Bid (Total All-Inclusive Maximum Price) In addition to the criteria above, the DRPA will also consider the following as part of the evaluation process: DRPA is firmly committed to providing employment and contracting opportunities to women and minorities, and/or certified minority and women-owned business enterprises. The inclusion of women and minorities as staff members or management within the proposing firm or partnership, or the inclusion of certified minority and/or women-owned business enterprises as part of the team that will actually perform work for DRPA is of significant importance to the Authority. The final determination and award recommendation will be based on the Authority s evaluation, in its sole judgment, of which proposal best meets the needs of the Authority. Respondents are advised that the Authority reserves the right to meet with Respondents to discuss details of their request for proposal and/or to request written clarification or additional details necessary to clearly understand the request for proposal. All such additional, supplemental or clarifying information may be considered as part of the technical evaluation of the Response. IX. APPROVAL, AWARD, AND EXECUTION OF CONTRACT Once the evaluation process has been completed, DRPA staff will recommend to the DRPA Board, award of a contract to the Respondent whose request for proposal is deemed to be most advantageous to the Authority. The DRPA expects to make an award on or after January 4, The Authority reserves the right to cancel the award of a contract before execution if the Authority deems such cancellation to be in its best interest. In no event will the Authority have any liability for the cancellation of such award. The Respondent assumes the sole risk and responsibility for expenses incurred prior to execution of the contract. DRPA will neither explain its decisions nor debrief unsuccessful Respondents at the conclusion of the process. All Responses supporting and/or subsequent materials will become the property of the DRPA and will not be returned. X. DURATION OF CONTRACT It is anticipated that the term of the contract will be six (6) months from the notice to proceed, with an option unilaterally exercisable by DRPA for an additional six (6) months. DRPA reserves the right to terminate this contract at any time. 13

14 XI. STANDARD CONTRACT CLAUSES Insurance Requirements The CONSULTANT selected will be required to provide insurance of the prescribed types and minimum amounts as set forth below. All insurance policies required shall be maintained in full force until all services under the contract are completed. Each policy shall contain the provision that there will be thirty (30) days prior written notice given to the Authority in the event of cancellation, non-renewal or material change in the policy. Prior to commencing any services under the contract, the CONSULTANT selected shall furnish the Authority with insurance certificates evidencing that the required coverage is in force. The Authority shall not be liable for the payment of any premiums under the foregoing. Neither approval by the Authority nor failure to disapprove insurance certificates furnished by the CONSULTANT selected, shall release the CONSULTANT selected of full responsibility for all liability as set forth in the indemnification clause stated in Save and Hold Harmless. 1. Professional Liability/Errors or Omissions Insurance: CONSULTANT shall maintain insurance covering losses caused by Professional services that arise from the operations described under the scope of services of the RFP and contract. a) Per Claim Limit: $5,000,000 b) Aggregate Limit: $5,000,000 c) If coverage is written on a Claims-made basis, the CONSULTANT warrants that any retroactive date applicable to coverage under the policy precedes the effective date of the contract; and that continuous coverage will be maintained or an Extended Discovery Period will be purchased for a period of one (1) year beginning when the services under the contract are completed. 2. Crime Coverage: CONSULTANT shall maintain insurance covering loss or destruction of Authority Property, money and securities caused by Employee Dishonesty, Theft and Computer Fraud/Funds Transfer Fraud. a) Per Loss: $1,000,000 b) Whether coverage is written on a Loss Sustained Basis or Discovery Basis, CONSULTANT warrants that continuous coverage will be maintained for a period of three (3) years beginning when the services under the contract are completed. c) Joint Loss Payable Endorsement should be added to the policy, naming DRPA as Loss Payee (ISO Form CR2502 or equivalent). 3. Loss or Breach of Data Liability Coverage/Cyber/Privacy Liability: The CONSULTANT shall maintain insurance covering third party (including 14

15 DRPA/PATCO employees) privacy liability claims resulting from theft, loss, or unauthorized display/use of confidential information, such as confidential third party corporate and/or personally identifiable information in your care, custody or control (electronically, on paper, or on a laptop). Such insurance must include coverage for a CONSULTANT employee causing the loss or breach. Coverage shall also be provided for liability arising from any confidential information that will be transferred or any transactions that will occur over the Internet (including breach of confidentiality or credit injury to any DRPA customer or vendor arising out of these Internet activities). Coverage can be combined with the Professional Liability. a) Each Occurrence Limit: $1,000,000 b) Aggregate Limit: $2,000,000 c) If coverage is written on a Claims-made basis, the CONSULTANT warrants that any retroactive date applicable to coverage under the policy precedes the effective date of the contract; and that continuous coverage will be maintained or an Extended Discovery Period will be purchased for a period of one (1) year beginning when the services under the contract are completed. d) The DRPA shall be named as an Additional Insured 4. Workers Compensation and Employers Liability: Statutory benefits as required by the Workers Compensation laws of the Commonwealth of Pennsylvania and The State of New Jersey and reference to such compliance made on all certificates of insurance. a) Workers Compensation Coverage: Statutory Requirements b) Employers Liability Limits not less than: Bodily Injury by Accident: $1,000,000 Each Accident Bodily Injury by Disease: $1,000,000 Each Employee Bodily Injury by Disease: $1,000,000 Policy Limit 5. Automobile Liability: a) Coverage to include: All Owned, Hired and Non-Owned Vehicles (Any Auto) b) Per Accident Combined Single Limit $1,000, Commercial General Liability: a) Occurrence Form with the following limits: (1) General Aggregate: $2,000,000 (2) Products/Completed Operations Aggregate: $1,000,000 (3) Each Occurrence: $1,000,000 (4) Personal and Advertising Injury: $1,000, Commercial Umbrella Liability: a) Occurrence Limit: $2,000,000 b) Aggregate Limit (where applicable): $2,000,000 15

16 c) Policy to apply following form of the Commercial General Liability, Commercial Automobile and Employers Liability Coverages. 8. Self-Insured Retentions / Deductibles: None of the policies of insurance required of the CONSULTANT by this agreement shall contain self-insured retentions, deductibles or any other type of retention in excess of $100,000, unless agreed to in writing by the Authority. 9. Financial Rating and Admitted Status of Insurance Companies: a) A.M. Best Rating: A- (Excellent) or Higher b) A.M. Best Financial Size Category: Class VII or Higher c) With insurance companies lawfully authorized to do business in or on an admitted basis in the jurisdiction in which the services are performed. 10. All policies (that offer election to purchase) shall include (coverage for both Certified and Non-Certified Acts of Terrorism (TRIA). 11. DRPA, PATCO, (including their agents, employees, representatives, officers, directors, stockholders, members and managers) shall be added as ADDITIONAL INSUREDS on all liability policies, except for the Workers Compensation and Professional/Errors & Omissions Liability policies. The coverage offered to the ADDITIONAL INSUREDS on CONSULTANT S policies shall be primary coverage (Non-Contributory) to any other coverage maintained by the ADDITIONAL INSUREDS and shall not permit or require such other coverage to contribute to the payment of any loss. 12. Waiver of Recovery/Subrogation: The CONSULTANT waives all rights of recovery and shall cause its Insurers to waive their rights of subrogation against DRPA/PATCO, and any of their agents and employees for loss or damage covered by any of the insurance maintained by the CONSULTANT pursuant to the contract. 13. It is agreed the CONSULTANT S insurance will not be canceled, materially changed or non-renewed without at least thirty (30) days advance written notice to the DRPA/PATCO. An endorsement or the equivalent of, to all insurance policies, shall contain a 30 day notice of nonrenewal or cancellation except for non-payment of premium 10 days as provided under the PA or NJ Changes Cancellation and Nonrenewal as issued by the insurance companies and such endorsement copy should be provided with the insurance certificates. 14. Any type of insurance or any increase in limits of liability not described above which the CONSULTANT requires for its own protection or on account of statute shall be its own responsibility and at its own expense. 15. The amount of insurance provided in the aforementioned insurance coverages, shall not be construed to be a limitation of the liability on the part of the CONSULTANT or any of their Subconsultants. The carrying of insurance described shall in no way be interpreted as relieving the CONSULTANT of any responsibility or liability under the contract. 16

17 SAVE AND HOLD HARMLESS Consultant agrees to defend, indemnify and protect and hold harmless the DRPA, PATCO, their officers, commissioners, directors, members, agents, servants and employees from and against any and all suits, claims, liabilities, losses, judgments, demands and damages arising from claims by third parties, of whatsoever kind or nature, including, but not limited to, reasonable expenditures for and costs of investigations, hiring of expert witnesses, court costs, counsel fees, settlements, judgments or other expenses recoverable under applicable law, which may be suffered by or accrue against, be charged to or recoverable from the DRPA, PATCO, their officers, commissioners, directors, members, agents, servants and employees regardless of whether a suit has been filed or initiated but only upon receipt of a written notice alleging a wrongful act (collectively Claims ) to the extent arising from the willful misconduct or negligent performance of or omission of performance of the services provided under this Agreement. Consultant explicitly and unequivocally agrees to indemnify and defend DRPA, PATCO, their officers, commissioners, directors, members, agents, servants and employees, against allegations of loss, injuries and damages by Consultant's employees, notwithstanding any Workers' Compensation Act provisions, law or regulations to the contrary. However, Consultant shall not be required to defend or indemnify the DRPA, PATCO, their officers, commissioners, directors, members, agents, servants and employees for that portion of any claim, suit, action, damage or cost which is caused by the willful misconduct, negligent act or omission of the DRPA, PATCO, their officers, commissioners, directors, members, agents, servants and employees. Promptly after receipt by DRPA of notice of any claim, liability or expense, DRPA shall give timely written notice to Consultant, but the omission to so notify the indemnifying party promptly will not relieve the indemnifying party from any liability except to the extent that Consultant shall have been materially prejudiced as a result of the failure or delay in giving such notice. Consultant understands and agrees that the defense and indemnification of the DRPA under the terms and conditions of this document begins when a claim is brought against the DRPA, PATCO, their officers, commissioners, directors, members, agents, servants and employees or the moment the DRPA, its officers, commissioners, directors, members, agents, servants and employees receives notice of the Claim. The obligations of Consultant shall survive the termination of this Agreement or the completion by Consultant of its obligations under this Agreement. TERMINATION Consultant understands and agrees that the Authority hereby reserves unto itself the right to terminate or modify any agreement with the selected firm at any time, for any reason whatsoever, upon giving not less than thirty (30) days prior written notice to the Consultant. In the event of the Authority's exercising such right of termination, the Authority shall be without further liability whatsoever to the Consultant, except that the Authority will reimburse Consultant for services rendered and costs expended, and pay to the Consultant the amount of fee earned by the Consultant to the date of said termination. In the event that the Authority exercises its right to modify any future agreement, Consultant shall have only such rights as may be stated in the Modified Agreement and shall retain no other rights. The Consultant agrees that it shall not be entitled to any damages of any nature whatsoever in the event of such termination or modification other than the aforesaid referenced payments. WORK PRODUCTS All work products and deliverables set forth in the terms of the engagement and prepared by Internal Auditor under this Agreement shall be the property of the Authority. 17

18 All materials provided to Consultant by the Authority, PATCO, their agents or employees to facilitate Consultant s performance of services under this Agreement, are and shall remain the property of the Authority and shall be returned to the Authority at or prior to final payment or other termination of this Agreement, or upon written request by the Authority. All calculations, computations and specifications developed and prepared by the Consultant, in the performance of its services herein and in support of Consultant s work products and deliverables, shall become the property of the Authority, and shall be turned over to the Authority at or prior to final payment or other termination of this Agreement, or upon written request thereof by the Authority. The Authority may request these records be produced in any format in which the records are maintained by Consultant. APPLICATION OF LAWS AND REGULATIONS By entering into this Agreement, the Authority 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 which would otherwise not be applicable to the Authority. CONSULTANT - INDEPENDENT CONTRACTOR The Consultant is an independent contractor, and under no circumstances shall it, its servants, agents, subcontractors or employees be or become employees of the Authority in conduct of the work under this Agreement. AUDIT AND INSPECTION OF RECORDS The Consultant shall permit the authorized representatives of the Authority/PATCO to inspect and audit all data and records of the Consultant relating to his performance under this Agreement. CONFIDENTIALITY The Consultant acknowledges that it may have access to the Authority s confidential and proprietary information. Consultant understands and agrees that any such information learned through the course of working for the Authority is confidential and shall not be revealed by Consultant to any third party or upon receipt of a valid Subpoena or Court Order. In the event that the Consultant is served with a Subpoena or Court Order, Consultant shall immediately submit a copy to the General Counsel of the Authority, and allow reasonable time for the Authority to respond in an appropriate fashion to the validity of the document, prior to Consultant s compliance with the Subpoena or Court Order. Confidential and proprietary information, including details of the awarded contract, shall only be used in the performance of work authorized by the Authority. Within thirty (30) days of the expiration or termination of this Agreement, Consultant shall return to the Authority all documents received from the Authority. ASSIGNMENT 18

19 This Agreement and the obligations created hereunder may not be assigned by the Consultant without the express written consent of the DRPA. 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. If any provision of this Agreement shall be 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. MODIFICATION The parties hereto understand and agree that this Agreement sets forth all the promises, conditions and understandings between them relative to this Agreement and that there are no promises, agreements, conditions or understandings, either oral or written, between the parties other than are herein set forth. No modification, alteration or other change to this Agreement shall be binding unless reduced to writing and signed by a duly authorized representative of the parties hereto. CHOICE OF LAW This Agreement shall be interpreted under the laws of the State of New Jersey and except as otherwise specified herein. All lawsuits arising from this Agreement shall be brought in State or Federal court in the County of Camden New Jersey. SEVERABILITY If any provision of this Agreement shall be 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 Agreement valid and enforceable, or shall be deemed excised from this Agreement as the case may require. 19

20 VENDOR POLITICAL CONTRIBUTIONS POLICY PURPOSE: SCOPE: The following policy is established by the Board of Commissioners (Board) to ensure the Delaware River Port Authority (DRPA) and Port Authority Transit Corp. (PATCO) is conducting business in an open, transparent, and ethical manner. This policy pertains to all bids, proposals, quotes, and/or statements of qualifications submitted to the DRPA and PATCO. Defines the circumstances under which the Authority shall be prohibited from contracting with vendors who make certain political contributions. POLICY: 1. All current and/or prospective vendors seeking to enter into an agreement or otherwise contract to provide any material, supplies or equipment to the Authority, or to acquire, sell, or lease any land or building from the Authority, if such contract or agreement is in excess of $25,000 in value, the vendor will be required to submit a Political Contribution Disclosure Form and a Certification Form prior to the execution of an agreement or contract with the Authority. The business entity shall have a continuing duty to report any contribution it makes during the term of the contract. The political contributions to be disclosed are limited to those made on the local, county, and state levels in Pennsylvania and New Jersey. 2. If a business entity makes a contribution during the term of the contract or agreement, the entity must disclose the contribution within 30 days of the contribution. The entity will be required to disclose the candidate, date of contribution and the amount of the contribution within 30 days of contribution. 3. Definitions "Contribution" means a contribution which is a reportable contribution in accordance with either 25 P.S et. seq. or N.J.S.A. 19:44A-1 et. seq., as applicable, made on or after the date hereof. Business entity means: i. a for-profit entity as follows: A. in the case of a corporation: the corporation, any officer of the corporation, and any person or business entity that owns or controls 10% or more of the stock of the corporation; B. in the case of a general partnership: the partnership itself and any partner controlling 10% or more of the partnership interest; C. in the case of a limited partnership: the limited partnership and any partner controlling 10% or more of the limited partnership interest; 20

21 D. in the case of a limited liability company: the limited liability company and any member controlling 10% or more of the limited liability company; E. in the case of a limited liability partnership: the limited liability partnership and any partner controlling 10% or more of the limited liability partnership; F. in the case of a sole proprietorship: the proprietor; and G. in the case of any other form of entity organized under the laws of this State or any other state or foreign jurisdiction: the entity and any principal, officer, or partner thereof; ii. iii. any subsidiary directly or indirectly controlled by the business entity; any political organization organized under section 527 of the Internal Revenue Code that is directly or indirectly controlled by the business entity, other than a candidate committee, election fund, or political party committee; and iv. with respect to an individual who is included within the definition of business entity, that individual s spouse or civil union partner, and any child residing with the individual, that, this policy shall not apply to a contribution made by such spouse, civil union partner, or child to a candidate for whom the contributor is entitled to vote or to a political party committee within whose jurisdiction the contributor resides unless such contribution is in violation of Section 6 of this policy. 4. It shall be a breach of the terms of any contract with the Authority for a business entity to: (i) knowingly conceal or misrepresent a contribution given or received; (ii) make or solicit contributions through intermediaries for the purpose of concealing or misrepresenting the source of the contribution; (iii) engage or employ a lobbyist or consultant with the intent or understanding that such lobbyist or consultant would make or solicit any contribution, which if made or solicited by the business entity itself, would subject that entity to the restrictions of this policy; (iv) fund contributions made by third parties, including consultants, attorneys, family members, and employees; (v) engage in any exchange or contributions to circumvent the intent of this policy, or (vi) directly or indirectly, through or by any other person or means, do any act which would subject that entity to the restrictions of this policy. 5. A business entity which is determined by the Authority to have willfully and intentionally made a contribution or failed to reveal a contribution in violation of this policy shall be barred by the Authority from contracting with the Authority for up to five years. 21

22 6. Notwithstanding anything contained herein to the contrary, nothing contained herein shall prohibit the Authority from contracting with a vendor where the Chief Executive Officer is authorized to act pursuant to the Emergency Powers provisions under the By-laws. 7. Nothing contained in this policy shall be construed as affecting the eligibility of any business entity to perform a contract with the Authority because that entity made a contribution during the two-year period immediately preceding the effective date of this policy. This policy shall be effective as of January 1, PROCEDURE: Vendors are required to submit a Political Contribution Disclosure Form and a Certification Form on all bids, proposals, quotes, and/or statements of qualifications for contracts in the amount of $25,000 or more. The requested forms must be submitted in a separate sealed envelope from the rest of the proposal. These forms shall not be submitted in the Technical Proposal or Cost Proposal. The Political Contribution Disclosure Form and Certification Form will be forwarded to the OIG for review. OIG will determine whether the Vendor is in compliance with DRPA policy. OIG will also review the Political Contribution Disclosure Form for any potential conflict or direct conflict of interest with members of the Board. OIG will address any potential conflict or actual conflict with the Board member pursuant to OIG guidelines. Failure to submit these forms will result in the disqualification of the Vendor s bid, proposal, quote, or statement of qualification. 22

23 POLITICAL CONTRIBUTION DISCLOSURE FORM This form or its permitted facsimile must be submitted to the Authority in a separately sealed envelope simultaneously with the delivery of a bid for, or prior to the extension or renewal of, any contract with the Authority. Part I Vendor Information Vendor Name: Address: City: State: Zip: The undersigned being authorized to certify, hereby certifies that the submission provided herein represents compliance with the disclosure requirements of the Authority. Signature Printed Name Title Part II Contribution Disclosure Disclosure requirement: Disclosure must include all reportable political contributions over the past four (4) years on the form provided. Please mark None or N/A if no contributions to be disclosed. A blank form does not constitute an acceptable submission. Contributor Name Recipient Name Date Dollar Amount $ 23

24 CERTIFICATION PROHIBITION ON CONTRACTING WITH VENDORS WHO MAKE CERTAIN POLITICAL CONTRIBUTIONS The Proposer hereby certifies that it has not made a contribution that would bar the award of the Contract pursuant to the Prohibition on Contracting with Vendors who Make Certain Political Contributions Policy and shall report any contribution it makes during the term of the Contract. Date Signature Company Name Title 24