Request for Proposals. Grant Management and Administration Services. April 5, 2016

Transcription

1 Request for Proposals Grant Management and Administration Services April 5, 2016 Mandatory Pre-Proposal Conference Thursday, April 14, 2016 at 10:00 AM EST Questions Due Monday, April 18, 2016 at 2:00 PM EST Proposals Due Wednesday, April 27, 2016 at 2:00 PM EST Delaware River Port Authority One Port Center 2 Riverside Drive Camden, NJ Attention: Robert Baldino Phone: (856) Fax: (856) rgbaldino@drpa.org

2 DISCLAIMER The contents and information provided in this Request for Proposals ( RFP ) are meant to provide general information to interested parties. The proposer(s) ( Respondent(s) ) chosen by the Authority will be required to execute an agreement ( the Agreement ) with the Authority that will govern the rights, duties and obligations between the Authority and the successful Respondent. Moreover, the Authority accepts no responsibility for any omissions or deletions relating to this RFP. ACCORDINGLY, THE TERMS SET FORTH WITHIN THIS REQUEST FOR PROPOSALS DOES NOT CONSTITUTE ANY CONTRACT BETWEEN THE AUTHORITY AND RESPONDENTS. MOREOVER, THE AUTHORITY ACCEPTS NO RESPONSIBILITY FOR ANY OMISSIONS OR DELETIONS RELATING TO THIS REQUEST FOR PROPOSALS. 2

3 SOLICITATION LETTER The Delaware River Port Authority of Pennsylvania & New Jersey and the Port Authority Transit Corporation (hereinafter collectively referred to as the Authority ), a quasi-governmental entity, is soliciting proposals from experienced firms with demonstrated expertise in the acquisition and administration of federal grants. I. INTRODUCTION The Delaware River Port Authority ( DRPA ) is a bi-state corporate instrumentality of the Commonwealth of Pennsylvania and the State of New Jersey created by Compact under the Compact Clause of the United States Constitution. The DRPA owns and operates the Benjamin Franklin, Walt Whitman, Commodore Barry and Betsy Ross bridges, along with administrative and maintenance buildings, approach roads and adjacent real estate. The DRPA also owns or leases the real estate and capital facilities that compromise the Port Authority Transit Corporation ( PATCO ) High Speed Line, an 14.2-mile long commuter electronic service operating between Lindenwold, New Jersey and Philadelphia, Pennsylvania. PATCO was formed by the DRPA as a subsidiary operation to operate the High Speed Line service. The DRPA and PATCO (hereinafter, collectively known as the Authority ) hereby requests Proposals from experienced firms with a demonstrated expertise in the acquisition and administration of federal grants. More than one firm may be selected to provide the needed services. This RFP is made subject to correction of errors, omissions, or withdrawal without notice. The work to be completed under this Contract consists of, but is not limited to, supplying and furnishing all professional, technical and other services and all labor, materials, equipment and supplies necessary to accomplish, perform and carry to conclusion consulting services related to researching and identifying potential grants, providing grant writing services, and compliance and management of federal grants and sub-grants Additionally, the successful Respondent shall work with internal Authority departments to ensure that projects derived from said grants are being completed within the parameters of the grant guidance and applicable rules, policies (both internal and external), regulations and laws. II. SCOPE OF SERVICES REQUIRED A. The successful Respondent(s) ( the Consultant ) shall work at the direction of the Authority s Director of Government Relations & Grants Administration. B. Consultant shall possess subject matter expertise in all facets of federal grants acquired by the Authority. C. Consultant shall conduct research to identify federal grant resources within the category of funds managed by the Authority and approved by federal guidance, statutes, executive orders, or other guiding policies and as approved and directed by the Authority s Government Relations and Grant Management Department. 3

4 D. Consultant shall advise the Authority s Grants Department staff on salient issues regarding federal grants acquired by the Authority. E. Consultant shall have advance working knowledge of the Authority s grants management software and agree to use it as the primary database for its efforts. F. Consultant shall develop a schedule using the Authority s in-house resources to monitor, track, and, when appropriate, take action on all of the grants acquired by the Authority. G. Consultant shall file necessary reports, on time, and with a degree of accuracy commensurate with industry standards. H. Consultant shall arrange and manage in-house meetings with appropriate Grants Department staff and internal stakeholders, project managers, and other concerned parties in order to manage progress for all assigned grants during the project phase. I. Consultant shall close out grants, when appropriate. J. Consultant shall keep detailed records on its activities, apprise the Grants Department of all of its activities, and invoice hourly for its activities. K. Consultant shall, on a regular basis, provide summaries of potential grants it has identified. Summaries should include, but not be limited to: name of agency, due dates for applications, eligibility, a brief program summary, and the level of funding available. L. Consultant shall issue status reports when requested or arranged in advance at certain milestones. M. Consultant shall perform other duties related to the management and administration of federal grants acquired by the Authority. N. Perform other duties as requested by the Authority. III. ADDITIONAL INFORMATION A. Duration of Contract It is anticipated that the term of the contract ( the Agreement ) will be thirty (36) months from the notice to proceed, with an option unilaterally exercisable by the Authority, for an additional twenty-four (24) months. The Authority reserves the right without prejudice to reject any or all Proposals. The Authority reserves the right to change the start date of the Agreement and to terminate the Agreement at any time. 4

5 B. Questions Any questions regarding this RFP must be sent electronically to Robert Baldino, Contract Administrator, at Please put Grant Management and Administration Services RFP in the subject line of s. The deadline for the submission of questions is 2:00 PM EST, Monday, April 18, Questions submitted after this date will not be answered. Questions presented by any Respondent and the Authority s answers to such questions will be shared with all Respondents who are being considered. C. Mandatory Pre-Proposal Conference There will be a mandatory pre-proposal conference at 10:00 AM EST, Thursday, April 14, 2016 on the 7 th Floor South Conference Room at the One Port Center, 2 Riverside Drive, Camden, New Jersey Proposals will only be accepted from firms in attendance at this conference. IV. PROPOSAL REQUIREMENTS Proposals should address the following questions or requests for information: A. Professional Qualifications (maximum 2 pages per team member): The successful Respondent must establish its qualifications to satisfactorily perform the work. The following information is required: a. Number of years the Respondent firm has been in existence, including number of years of relevant experience in the grants field. b. Identify individuals who will be assigned to the project on a day-to-day basis. Provide their background, directly related experiences and past successes. Include an organization chart. c. A description of prior professional experience in providing grant writing services; d. A list of clients, for whom Respondent has provided grant services, and scale, including dates of performance. List clients organizational names, contact names, addresses, and telephone numbers; and e. A full description of any and all sub-consultants who will work on the project, should Respondent be awarded the Agreement. B. Relevant Government Grants Industry Experience: The scope of work requires significant interaction with federal grants, federal agency staffers, and regional organizations dealing with federal grant money. Prior 5

6 professional experience with these entities is essential to the successful completion of the project. Please provide a narrative detailing the following: a. A description of all prior professional experience with the grant industry, including examples of successfully funded Proposals, with specific focus in the service areas listed in the Scope of Services; b. A description of all prior professional experience in Washington D.C. working with federal agencies that approve and/or manage grantees; C. Proposed Grants Strategy and Implementation Plan: D. Costs: Please include a narrative explaining the Respondent s grants strategy and implementation plan, addressing all of the items set forth in this RFP. If required, explain how Respondent firm will access potential sources of grant funding that might otherwise have not been available to the Authority. The narrative should be organized by task, with a detailed description of how the project team will accomplish each task. The narrative should also include a funding needs analysis; identification of appropriate grant resources; the grant preparation process; the grant review and approval process; and a timeline for the completion of each item, as well as the project as a whole. Please submit a list of the job classifications (exactly as they are to appear on monthly invoices) of all personnel who are expected to participate, along with the corresponding hourly wage rate. No wage rate changes will be permitted for the length of the Agreement. The direct labor cost for each of the Consultant's staff members assigned to the work shall be computed and billed as the number of hours spent engaged in projectrelated matters, multiplied by the hourly wage rate for each individual. Fee basis should be an all-inclusive, hourly fee. You must provide a detailed price breakdown, including fees itemized for the following staff: A) senior staff; B) professional staff; and, C) clerical staff. V. SUBMISSION OF PROPOSALS A. Form of Submission: a. Letter of Transmittal: Each Proposal should be accompanied by a letter of transmittal which summarizes key points of the Proposal and which is signed by an authorized officer. 6

7 b. Title Page: The Proposals must contain a title page showing the request for proposal subject, the firm's name; the name, address, and telephone number of the contact person; and the date of the proposal. c. Table of Contents d. Proposal B. Mailing: One (1) SIGNED original, ten (10) copies and one electronic copy of the response to this Request for Proposal must be submitted in a sealed envelope by 2:00 PM EST on Wednesday, April 27, 2016 to: Robert Baldino, Contracts Administration Delaware River Port Authority PO Box Riverside Drive, 7th Floor Camden, NJ Faxed or responses will not be accepted. Late responses will not be accepted. The mailing envelope should be labeled Technical Proposal, Grant Management and Administration Services. VI. EVALUATION AND SELECTION PROCESS A. A Selection Committee at the Authority will evaluate each Respondents proposal and, at its discretion, will recommend a Respondent, or multiple Respondents, for award of a contract (aka, the Agreement. ) The Contract(s) will be awarded to the qualified Respondent whose Proposal is most advantageous to the Authority, based upon the evaluation criteria specified below. Evaluation Factor Point Value Professional Qualifications 20 Relevant Government Grants Industry Experience 15 Proposed Grants Strategy and Implementation Plan 65 B. In addition to the criteria above, the Authority will also consider the following factors: 1. Evidence of adequate professional liability insurance coverage. 2. The Authority 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 minority staff member within the proposing firm or partnership, or the inclusion of certified minority and/or women-owned business enterprises as 7

8 part of the team that will actually perform work for the Authority is of significant importance to the Authority. C. During its evaluation process, the Authority reserves the right, where it may serve the Authority s best interest, to request additional information or clarifications from Respondents, or to allow corrections of errors or omissions. At the discretion of the Authority, Respondents may be requested to make oral presentations as part of the evaluation process. D. There is no expressed or implied obligation for the Authority to reimburse Respondents for any expenses incurred in preparing Proposals in response to this RFP. VII. APPROVAL, AWARD, AND EXECUTION OF CONTRACT Once the evaluation process has been completed, the Authority s staff will recommend that the Authority s Board award a contract to the Respondent whose proposal they have deemed to be most advantageous to the Authority. 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 Respondents assume the sole risk and responsibility for expenses incurred prior to execution of the contract. The Authority will neither explain its decisions nor debrief unsuccessful Respondents at the conclusion of the process. All Responses, plus supporting and/or subsequent materials, will become the property of the Authority and will not be returned. VIII. CONTRACT TERMS AND CONDITIONS The Authority will enter into an Agreement with the winning Respondent(s) ( the Consultant(s) ), which Agreement shall include the following provisions: (Additional provisions may be added by the Authority) A. INSURANCE The Consultant will be required to provide insurance of the prescribed types and minimum amounts set forth below. All required insurance policies shall be maintained in full force until all services under this Agreement 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, nonrenewal of or material change in the policy. An endorsement or the equivalent of, to all insurance policies, shall contain a 30 day notice of nonrenewal or cancellation except for nonpayment of premium 10 days as provided under the PA or NJ Changes Cancellation 8

9 and Nonrenewal as issued by the insurance companies and such endorsement copy should be provided with the insurance certificates. Prior to commencing any services under this Agreement, the Consultant shall furnish the Authority with insurance certificates evidencing that the required coverage is in force ( Certificates of Insurance. ) The Consultant may be required, at a later date and upon specific request by the Authority, to furnish certified copies of any or all insurance policies related to the protection for the work under the Agreement. The Authority shall not be liable for the payment of any premiums, deductibles, claims or co-insurance under the foregoing. The insurance companies indicated in the Certificates of Insurance must be authorized to do business in the Commonwealth of Pennsylvania and the State of New Jersey and shall be acceptable to the Authority. The insurance companies must have an A.M. Best Financial Strength Rating of A- (Excellent) or higher and an A.M. Best Financial Size Category of Class VII or higher. Neither approval by the Authority nor failure to disapprove of a Certificate of Insurance furnished by the Consultant shall release the Consultant of full responsibility for all liability, as set forth in the indemnification clause and entitled, "Save and Hold Harmless." The minimum requirements of insurance to be carried by the Consultant shall be as follows: (1) Workers' Compensation and Employers Liability Insurance Coverage A, Workers' Compensation - 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. An Other States or All States endorsement may satisfy this requirement. Coverage B, Employer's Liability Employer s 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 (2) Commercial General Liability Insurance - Bodily Injury, Property Damage and Personal Injury (including Premises - Operations, Independent Consultants, Products/Completed Operations, Personal Injury, Broad Form Property Damage). 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 9

10 (4) Personal and Advertising Injury: $1,000,000 (5) The General Aggregate Limit must apply on a Per Location basis (3) Commercial Automobile Insurance - Coverage to include: a) All Owned, Hired and Non-Owned Vehicles (Any Auto) b) Per Accident Combined Single Limit $1,000,000 (4) Commercial Umbrella Liability: a) Occurrence Limit: $5,000,000 b) Aggregate Limit (where applicable): $5,000,000 c) Insurance policy to apply following form of the Commercial General Liability, Commercial Automobile Liability and Employers Liability Coverage. (5) Professional Liability Insurance - Consultant and any sub-consultant shall maintain insurance covering losses rendered by Professional Services (Errors or Omissions) that arise from the operations described under the Scope of Services section. Per Claim Limit: $1,000,000 Aggregate Limit: $2,000,000 If coverage is written on a Claims-made basis, the Consultant warrants that any retroactive date applicable to coverage under the insurance policy precedes the effective date of the Agreement 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 work under the Agreement is completed. (6) DRPA, PATCO (including their agents, employees, representatives, officers, commissioners, members and managers) shall be added as Additional Insured on all liability policies, except for the Workers Compensation and Professional Liability policies. The coverage offered to the Additional Insured on the Consultant s liability policies shall be primary coverage to any other coverage maintained by the Additional Insured and shall not permit or require such other coverage to contribute to the payment of any loss. (7) 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. (8) Waiver of Recovery/Subrogation: The Consultant waives all rights of recovery and shall cause its insurers to waive their rights of subrogation against 10

11 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 Agreement. (9) 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 its sub-consultants. The carrying of insurance described shall in no way be interpreted as relieving the Consultant of any responsibility or liability under the Agreement. (10) Materials & Supplies Stored on Premises: Should the scope of services under the Agreement require the onsite storage of materials and supplies belonging to the Consultant and/or any of its sub-consultants, the Authority will not be responsible for any for theft, loss, damage or disappearance of these items. (11) Sub-consultant s Insurance: If any part of the work under this Contract is to be performed by a sub-consultant, the Consultant, shall be responsible for ensuring that each sub-consultant maintains insurance as specified above, where applicable, in paragraph (1), (2), (3), (4), (5), (6), (7), (9), and (10). (12) Certificates of Insurance shall be provided to the Authority in accordance with Agreement documents. The Authority reserves the right to require the Consultant to furnish certified copies of the original policies of all insurance required under the Agreement at any time, upon ten (10) days prior written notice to the Consultant/sub-consultant. B. SAVE AND HOLD HARMLESS Consultant agrees to defend, indemnify, protect and hold harmless, and tender payment to, the Authority, its successors, assigns, officers, commissioners, directors, members, agents, servants and employees (collectively the Indemnified Parties ) 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 Indemnified Parties, regardless of whether a suit has been filed or initiated, arising out of or resulting from the performance of the services under this Agreement (collective the Claims ). This includes but is not limited to Claims caused in part by the Indemnified Parties, or those that are based on strict liability. However, Consultant shall not be required to indemnify the Indemnified Parties for that portion of any Claims which is caused by the willful misconduct, grossly negligent or negligent act or omission of the Indemnified Parties. Consultant shall indemnify and hold harmless all of the Indemnified Parties from and against any costs and expenses (including reasonable attorneys fees) incurred by any of the Indemnified Parties in enforcing any of the Consultant s defense, indemnity, and hold- 11

12 harmless obligations under the Agreement and/or enforcing any of the Indemnified Parties rights, defenses and remedies against the Consultant. Promptly after receipt by the Indemnified Parties of notice of any such Claims, the Authority shall give timely written notice to Consultant, but the omission to so notify the Consultant promptly will not relieve the Consultant 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 Indemnified Parties under the terms and conditions of this Agreement begins when a Claim is brought against the Indemnified Parties or the moment the Authority 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. In claims against any of the Indemnified Parties by an employee of the Consultant, or anyone directly or indirectly employed by Consultant or anyone for whose acts Consultant may be liable, the indemnification obligations under this Section shall not be limited by a limitation on the amount or type of damages, compensation or benefits payable by or for the Consultant under Workers Compensation Acts, Disability Benefit Acts or other Employee Benefit Acts, and for this purpose, the Consultant hereby waives its rights to immunity as an employer under any such Workers Compensation Act. C. TERMINATION AND MODIFICATION If the Authority in its sole discretion determines that Consultant has not met its obligations hereunder, the Authority shall provide Consultant with written notice of any event of default. Commencing on the date that the notice was sent to consultant, Consultant shall have ten (10) calendar days to cure the default, unless extended in writing at the discretion of the Authority. If Consultant fails to cure an event of default, the Authority reserves the right, in addition to all of its rights at law, in equity, and as elsewhere provided in this Agreement, to terminate this Agreement upon giving not less than ten (10) days notice to Consultant. In the event the Authority exercises such right of termination, the Authority shall only be responsible to pay compensation, as outlined in this Agreement, which was completed to the satisfaction of the Authority at the time of termination, beyond which the Authority shall be without further liability whatsoever to Consultant under this Agreement and Consultant agrees that it is not entitled to any damages whatsoever in the event of such termination. Notwithstanding the provisions of the paragraph above, it is understood and agreed that the Authority hereby reserves unto itself the right to terminate or modify this Agreement at any time, for any reason whatsoever, including, but not limited to, termination for the convenience of the Authority, upon giving not less than thirty (30) days prior written notice to the Consultant. In the event the Authority exercises such right of termination, the Authority shall be without further liability whatsoever to Consultant under this Agreement other than to reimburse Consultant for expenses appropriately incurred prior to Consultant s receipt of the notice of termination. In the event that the Authority exercises its right to modify this Agreement, Consultant shall have only such rights as may be stated 12

13 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. D. WORK PRODUCTS All materials, calculations, computations, specifications, drawings and intellectual property developed and prepared by the Consultant, in the performance of its services herein, shall become the property of Authority, and shall be turned over to Authority at or prior to final payment or other termination of this Agreement, or upon written request thereof by the Authority. E. INTELLECTUAL PROPERTY Consultant acknowledges and agrees that all work produced pursuant to this Agreement is work made for hire and accordingly, all copyright, trademark, and intellectual property rights are owned exclusively by Authority. F. SUB-CONTRACTING, ASSIGNING OR SUB-LETTING Prior written approval of the Authority is required for subcontracting any services covered by this Agreement other than those included in the Consultant s Proposal. Requests for authorization to subcontract must be submitted in writing to the Authority s designated contact person for this Agreement and accompanied by a description of the specific work to be subcontracted, the total value of such sublet work, and proof that the organization which will perform the work is qualified. The right to qualify, accept or reject any subconsultant is reserved expressly to the Authority. G. RFP AMENDMENTS An amendment to an RFP may become necessary to make changes in requirements, delivery schedules, opening dates, and the like, or to correct defective or ambiguous information. When such a change becomes necessary, it will be accomplished by issuance of an Addendum to the solicitation documents. Such an Addendum will be sent to each prospective proposer to whom the RFP has been furnished. The Addendum will be issued in a reasonable time before the scheduled receipt of Proposals in order to allow Respondents sufficient time to consider the Addendum in their Proposals. Any information given to a prospective proposer concerning solicitation documents will be issued simultaneously to all other prospective proposers in the form of an Addendum. The Addendum will clearly state the changes made and whether or not the proposal due date is changed. The Addendum will include instructions to proposers for acknowledging receipt of the Addendum and information concerning the effect of failure to acknowledge or return the Addendum. 13

14 H. PROTEST PROCEDURES Prior to the receipt of the Proposals, a protest must be received by the Authority not less than ten (10) calendar days before the scheduled due date for all Proposals. Thereafter, a protesting party must file his objections and protest within three (3) calendar days following the opening of the Proposals A protesting party must file objections and protests based upon restrictive specifications or alleged improprieties in the solicitation. Protests must be filed in writing with the Authority s Office of the General Counsel ( the OGC. ) Verbal protests will not be accepted under any circumstances. The protest must contain the following information: 1) name, address and telephone number of the protesting party; 2) identification of the protested RFP; 3) statement of the grounds for the protest and supporting documentation; and 4) remedy sought by the protesting party. Only issues originally raised by the protesting party will be discussed throughout the protest period. Upon receipt of the written protest, the OGC shall provide copies to the Authority s Chief Executive Office ( the CEO ) and the Authority s Director of Government Relations and Grants Administration ( the Director. ) The Director shall, within five (5) working days of the notification from the OGC, conduct an investigation into the allegations and report to the OGC. Following a review of the Director s report and any other pertinent information, within seven (7) working days after receipt of the written protest, the OGC shall advise the protesting party of the staff's recommended action. In the event that the protesting party is not satisfied with the staff's recommendations, the protesting party may, within five days, file with the Secretary of the Authority a written appeal to the CEO, setting forth the reasons for disagreement with the Authority's response, and, if desired, requesting a personal appearance before the CEO or his designated representative. The CEO may, at his sole discretion, consider only the record, or may grant the protesting party a further opportunity to be heard. The action of the CEO shall constitute an exhaustion of the remedies available to the protesting party. I. VENDOR POLITICAL CONTRIBUTIONS POLICY 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 Authority. The policy defines the circumstances under which the Authority shall be prohibited from contracting with vendors who make certain political contributions. 14

15 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 (see Exhibit A) and a Certification Form (see Exhibit B) 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: 3.1 "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. 3.2 Business entity means: 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; 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; 15

16 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; 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 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. 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 16

17 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 Office of the Inspector General ( the OIG ) for review. The OIG will determine whether the Vendor is in compliance with AUTHORITY policy. The OIG will also review the Political Contribution Disclosure Form for any potential conflict or direct conflict of interest with members of the Board. The 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. J. 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. K. NONDISCRIMINATION The Consultant shall include the following seven (7) paragraphs in every sub-consulting agreement or purchase order, in such a manner that the provisions shall be binding upon each sub-consultant and supplier working on this Agreement. The Consultant also agrees to be bound by applicable federal, state and local affirmative action and civil rights laws. 1. The Consultant warrants and represents that in carrying out its obligations under this Agreement, it will not discriminate against employees or applicants for employment because of race, color, religion, national origin, sex, sexual orientation, gender identity age, or non-job-related disability, and will undertake or continue to comply with all existing or future state and federal laws, rules and regulations respecting programs of Affirmative Action to ensure that minority group members and women are afforded equal employment opportunities without discrimination. For purposes of this Agreement, Affirmative Action shall mean 17

18 those activities undertaken during the course of recruitment, employment, job assignment, promotion, upgrading, demotion, transfer, layoff or termination, and rates of pay or other forms of compensation, to ensure that minority group members and women are afforded equal employment and contracting opportunities. 2. The Consultant shall make a substantial, good faith effort to recruit minority and female sub-contractors and suppliers having substantial minority and female representation among their employees. 3. All advertisements or requests for employment placed by the Consultant or on the Consultant s behalf, shall state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, national origin, age or non-job related disability. 4. The Consultant shall send each labor union or workers' representative with which it has a collective bargaining agreement or other contract or understanding, a notice advising said labor union or workers' representative of its commitment to this nondiscrimination clause. Similar notice shall be sent to every other source of recruitment regularly utilized by Consultant. 5. It shall be no defense to a finding of non-compliance with obligations of this nondiscrimination clause that the Consultant delegated some of its employment practices to any union, training program, or other source of recruitment which prevents it from meeting its contractual obligation not to discriminate. However, if the evidence indicates that the Consultant was not on notice of the third-party discrimination or made a good faith effort to correct it, such factor shall be considered in determining whether the Consultant is in compliance with the nondiscrimination clause. 6. The Consultant shall comply with all state and federal laws prohibiting discrimination in hiring or employment opportunities. In the event the Consultant fails to comply with the provisions of the non-discrimination clause of this Agreement or of any applicable laws, the Contract may, after hearing and adjudication by the Authority, be terminated or suspended, in whole or in part, and the Consultant may be declared temporarily ineligible for further Authority Agreements. Such termination or suspension shall not entitle Consultant to any damages or additional compensation. 7. The Consultant shall, upon request, furnish all necessary employment documents and records to, and permit access to its books, records, and accounts by the Authority for purposes of ascertaining the Consultant s compliance with the provisions of this non-discrimination clause. If the Consultant does not possess documents or records reflecting the necessary information requested, it shall furnish such information on reporting forms supplied by the Authority. 18

19 L. AUDIT AND INSPECTION OF RECORDS The Consultant shall permit the authorized representatives of the Authority to inspect and audit all data and records of the Consultant relating to its performance under this Agreement. M. CONSULTANT - INDEPENDENT CONTRACTOR The Consultant is an independent Contractor, and under no circumstances shall it, its servants, agents or employees, be or become employees of the Authority in consequence of the work performed under this Agreement.. N. CONFIDENTIALITY 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 the Consultant to any third-party and 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. O. MISCELLANEOUS 1. This Agreement may not be amended except upon written consent of both parties hereto. 2. This Agreement shall be interpreted under the laws of the Commonwealth of Pennsylvania. 19

20 EXHIBIT A POLITICAL CONTRIBUTION DISCLOSURE FORM This form or its permitted facsimile must be submitted to the Authority in a separate, sealed envelope simultaneous with the delivery of a proposal or bid 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 Title Printed Name Date Part II Contribution Disclosure Disclosure requirement: Disclosure must include all reportable political contributions over the past four (4) years on the form provided. Contributor Name Recipient Name Date Dollar Amount $ 20

21 EXHIBIT B CERTIFICATION PROHIBITION ON CONTRACTING WITH VENDORS WHO MAKE CERTAIN POLITICAL CONTRIBUTIONS The Respondent hereby certifies that it has not made a contribution that would bar the award of the Agreement 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 Agreement. Date Signature Company Name Title 21