DELAWARE RIVER PORT AUTHORITY

REQUEST FOR PROPOSALS

GENERAL ENGINEERING CONSULTING SERVICES CIVIL AND STRUCTURAL ENGINEERING

November 24, 2014

DELAWARE RIVER PORT AUTHORITY REQUEST FOR PROPOSALS

GENERAL ENGINEERING CONSULTING SERVICES CIVIL AND STRUCTURAL ENGINEERING

TABLE OF CONTENTS A. PROJECT DESCRIPTION ............................................................................................5 B. SCOPE OF SERVICES .................................................................................................5 C. PROPOSAL PREPARATION & SCHEDULE ..........................................................10 CONSULTING ENGINEERING STANDARD CLAUSES D. INSURANCE ...............................................................................................................16 E. INDEMNIFICATION..................................................................................................20 F. TERMINATION ..........................................................................................................21 G. WORK PRODUCTS ...................................................................................................21 H. SUBCONTRACTING, ASSIGNING OR SUBLETTING .........................................22 I. SUPERVISION............................................................................................................22 J. PUBLIC CONVENIENCE AND SAFETY ................................................................22 K. TRAFFIC RULES .......................................................................................................23 L. TRAFFIC EMERGENCY ...........................................................................................23 M. MAINTENANCE AND PROTECTION OF TRAFFIC .............................................23 N. ACCIDENT .................................................................................................................25 O. HOURS OF OPERATION ..........................................................................................25 P. NIGHT WORK ............................................................................................................26 Q. SITE USE.....................................................................................................................26 R. MATERIALS ...............................................................................................................27 S. LIGHT, POWER AND WATER .................................................................................27 T. STORAGE YARD .......................................................................................................27 U. IDENTIFICATION OF EMPLOYEES .......................................................................27 V. BRIDGE TOLL ...........................................................................................................28 W. POLITICAL PAYMENTS AND/OR CONTRIBUTIONS .........................................28 X. APPLICATION OF LAWS AND REGULATIONS ..................................................31 Y. AUDITS AND INSPECTION OF RECORDS ...........................................................31 Z. CONSULTANT - INDEPENDENT CONTRACTOR ................................................31 AA. WORKING IN TRACKWAY .....................................................................................31 BB. CONSTRUCTION SAFETY & HEALTH MANUAL FOR CONTRACTORS ........34 CC. SAFETY PROGRAM ..................................................................................................34 DD. CONTRACT SAFETY PLAN ...................................................................................35 EE. RFP AMENDMENT ...................................................................................................36 FF. PROTEST PROCEDURE ...........................................................................................36 GG. NON-DISCRIMINATION ..........................................................................................37 HH. DRPA/PATCO NO SMOKING POLICY ...................................................................42

TABLE OF CONTENTS (cont’d) Section Subject Page II. QUALITY CONTROL/QUALITY ASSURANCE ....................................................43 JJ. CONFIDENTIALITY .................................................................................................45 KK. GOVERNING LAW ....................................................................................................46 LL. ENTIRE AGREEMENT ..............................................................................................46 MM. WAIVER......................................................................................................................46 NN. CAPTIONS ..................................................................................................................46 OO. ASSIGNMENT ............................................................................................................46 PP. SEVERABILITY .........................................................................................................46 QQ. NO THIRD PARTY BENEFICIARIES ......................................................................47 RR. NOTICES .....................................................................................................................47 Attachments: Summary of Estimated Costs Worksheet Political Contributions Disclosure Form Certification - Prohibition on Contracting with Vendors who Make Certain Political Contributions MBE / WBE Subcontractor & Supplier Solicitation Sheet MBE / WBE Subcontractor & Supplier Commitment Sheet

DELAWARE RIVER PORT AUTHORITY REQUEST FOR PROPOSALS

GENERAL ENGINEERING CONSULTING SERVICES CIVIL AND STRUCTURAL ENGINEERING

The DRPA is a bi-state instrumentality of the State of New Jersey and the Commonwealth of Pennsylvania. It owns and operates four major toll bridge crossings of the Delaware River, the Benjamin Franklin Bridge, Walt Whitman Bridge, Commodore Barry Bridge and Betsy Ross Bridge. The Authority’s transit subsidiary, Port Authority Transit Corporation (PATCO), operates a rapid transit line providing public transport service between Philadelphia and Southern New Jersey. The PATCO System is highly automated and operates 24 hours a day. The DRPA owns the RiverLink Ferry System, which provides seasonal ferry service between Penn’s Landing in Philadelphia, PA and Wiggins Park in Camden, NJ. It is the intention of the Delaware River Port Authority (DRPA or Authority) to engage multiple engineering consulting firms with the expertise necessary to provide general engineering services in the Civil and Structural Engineering discipline. The engineering firms must demonstrate experience in similar projects and the ability to manage and protect Confidential and Privileged Security Information as required.

Proposers are advised that the DRPA has in place programs for Affirmative Action and Equal Employment Opportunity. It is the policy of the DRPA that it wishes to provide equal opportunity for employment to individuals, contractors and subcontractors without regard to race, color, creed, sex, age physical impairment, or national origin. The DRPA seeks to provide a full, fair and equal opportunity to minority group individuals and minority owned or operated businesses who seek to supply goods and services for the use of the DRPA without respect to any of the above named factors. The DRPA advises each Proposer that a more detailed statement relating to Non-Discrimination is contained in Section GG Non-Discrimination of this Request for Proposals.

The proposed use of MBE (7%) and WBE (3%) services will be a consideration in evaluating the proposals received. The combined MBE/WBE goal is 10%.

IMPORTANT DATES

Technical Proposals Due: December 29, 2014 by 4:00 p.m.

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A. PROJECT DESCRIPTION

This Agreement will be up to an amount not to exceed One Million, Five Hundred Thousand Dollars ($1,500,000) and with an anticipated duration of up to three (3) years, which period shall commence as of the date of execution of the Agreement with an option year which may be executed at the sole discretion of the Delaware River Port Authority. Tasks will be assigned to the CONSULTANT on a Task Order basis after receipt and approval of a written Proposal from the CONSULTANT for each task specifically requested and outlined by the DRPA.

B. SCOPE OF SERVICES

The Delaware River Port Authority is involved in numerous and various types of projects throughout the Port District. In order to ensure that these projects are administered in a timely manner, the use of a general engineering consulting firm is required. The CONSULTANT’s work will be performed upon the issuance of an executed Task Order. The CONSULTANT must be capable of responding to the Civil and Structural Engineering needs of the DRPA with personnel possessing expertise in the work specified. This expertise must exist within the firm or within the proposed project team and must be readily available to the DRPA as needed.

B1.00 ENGINEERING SERVICES

Tasks will include but not be limited to the activities listed below. The activities listed are intended to be guidelines and not be restrictive. Related and supporting efforts are intended to be included. The CONSULTANT shall have available the services of individuals knowledgeable in but not limited to the activities listed below.

B1.01 Civil Engineering

a. Site work and grading b. Foundations c. Drainage d. Surveying i. Land Boundary work ii. Engineering Surveying e. Sanitary f. Permitting g. Highway

i. Inspection and Evaluation ii. New Construction iii. Rehabilitation

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iv. Signing v. Safety Features

h. Parking Facilities i. Track Work

B1.02 Structural Engineering

a. Structure Inspections, Evaluations and Loading Ratings b. Review Structural Integrity c. Rehabilitation d. New Construction e. Foundations f. Paint Preparation and Painting g. Computer Modeling

B1.03 Port/Marine Engineering

a. Underwater Inspection and Evaluation b. Bridge Fender Systems c. Pier/Marine/Port Construction d. Naval Architecture e. Pier Inspections f. Terminal Facilities g. Fathometric Surveying h. Dredging i. Permitting

B1.04 Related Work

The CONSULTANT must also demonstrate engineering capabilities, have available the services of individuals knowledgeable in the following areas, and be prepared to offer the following services as they relate to the Civil and Structural Engineering Tasks:

a. Geotechnical b. Traffic c. Specifications

i. Preparation of Contract Plans and Specifications ii. Review of Contract Plans and Specifications

d. Cost Estimating and Scheduling i. Project Scheduling ii. Cost Estimates for Design, Construction, and

Claims iii. Value Engineering

e. Construction Management and Construction Inspection

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f. Environmental g. Maintenance and Protection of Traffic h. Safety Reviews i. Highway and Bridge Signing j. Architectural Design

B1.05 Other work under the Scope of Services may include but is not limited to the following:

a. Prepare or assist Engineering staff with the preparation of

Requests for Proposals for Studies or Design Projects b. Prepare studies for various projects c. Perform plan checks for projects designed in-house or by

other consulting firms d. Provide consultation and advice to Engineering Division on

an as-requested basis.

B1.06 The CONSULTANT shall perform all word processing and spreadsheets utilizing Microsoft Office Word and Microsoft Office Excel programs compatible to DRPA software. Drawings shall be prepared using an AutoCad program compatible to DRPA software. All electronic documents, data and drawings shall be submitted uncompressed on CD-ROM or DVD.

B1.07 In performing the assigned tasks the CONSULTANT shall, when

requested, specify materials and equipment, prepare scopes of work, prepare Specifications, obtain permits, licenses and approvals, and review shop drawings.

B1.08 All work performed under this scope of work shall comply with all

applicable federal, state, local, DRPA and relevant Building and Engineering laws, codes, regulations and specifications. Specific laws, codes and regulations will be identified for each task assigned under this Contract.

B2.00 TASK ASSIGNMENTS

B2.01 The services of the CONSULTANT shall be on an as requested basis and performed under the direction of the DRPA Engineering Division. When the services of the CONSULTANT are desired, the Engineering Division will provide the CONSULTANT with a scope of work for each desired task. The CONSULTANT shall submit a completed proposal for the work to the Engineering Division within ten (10) working days, or less if required.

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B2.02 The CONSULTANT shall designate a single point of contact with the DRPA for all matters relating to this contract. This person shall be authorized to submit proposals and to negotiate the cost for any and all tasks requested of the CONSULTANT.

B2.03 The Engineering Division will review and evaluate proposals for

all tasks and negotiate a cost for performing the task based on the hourly rates and multipliers submitted by the CONSULTANT. The Engineering Division will then issue a Notice-to-Proceed to the CONSULTANT to perform the task. DRPA is under no obligation to assign tasks to the CONSULTANT and no payment will be made to the CONSULTANT, except for tasks assigned by an executed task order.

B2.04 DRPA will have the right to decrease the scope of any tasks or to

terminate any task at any time and for any reason upon written notice from the Engineering Division. In such an event, the CONSULTANT will be fully compensated for work performed prior to the notification of reduction in scope or termination of work.

B2.05 All work shall be performed by personnel with titles and rates as

specified in the CONSULTANT’s Proposal and in the approved task proposal. The CONSULTANT will assign only personnel with experience and expertise in the work included in a particular task. Each task shall have a project manager in charge that is licensed in the appropriate discipline and in the state(s) in which the work is located.

B3.00 TASK PROGRESS SCHEDULE

B3.01 The CONSULTANT shall submit to the Engineering Division a cost or resources loaded bar chart indicating its proposed plan and schedule to complete the work for each task.

B3.02 The schedule shall be comprised of activities sequentially

numbered and in sufficient quantity and detail to monitor and assess progress and completion status.

B3.03 The task progress schedule shall be updated monthly to reflect any

changes that have occurred.

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B4.00 QUALITY CONTROL/ASSURANCE SYSTEM

B4.01 The CONSULTANT shall have a quality control/assurance system which states the firm’s quality control policy. The CONSULTANT shall provide all necessary reviews and controls in order to ensure the maximum quality and accuracy of work performed.

B4.02 The quality control/assurance system shall be submitted to DRPA

for review and approval prior to CONSULTANT’s commencement of work.

B5.00 DESIGN CONTROL

B5.01 The CONSULTANT shall establish and implement measures to control and verify design to assure that specified functional, safety, and quality requirements are met.

B5.02 Design criteria and input, including computer application software,

shall be identified, documented and their selection reviewed by those responsible for the technical adequacy of the design. In all cases, the names of the preparer, checker and the date the checker accepted the document shall be shown on the design plans and/or specifications.

B5.03 Design output shall be documented as required in a clear, logical

and uniform manner. Design output shall be certified and/or sealed by the appropriate professional practitioner. All parties responsible for each discipline of work shall be licensed in the State(s) in which the work is located. Construction plans and specifications shall also be in DRPA format. All designs shall be checked by someone at least equally qualified to and other than the preparer.

All parties responsible for each discipline of work shall be licensed in the State(s) in which the work is located. Construction plans and specifications shall also be in DRPA format. All design shall be checked by someone at least equally qualified to and other than the preparer.

B5.04 All plans, specifications, calculations, estimates and other contract

documents prepared under this Agreement shall become the property of the Delaware River Port Authority.

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C. PROPOSAL PREPARATION

C1.00 TECHNICAL PROPOSAL PREPARATION

Technical Proposals shall be limited to a total of twenty (20) pages and shall include a summary letter and U.S. Government Form SF330. All information requested herein and as described in sections C1.01 through C1.05 will be incorporated into Form SF330 and is included in the twenty (20) page limit. Sub-Consultant information is included in the twenty (20) page limit. C1.01 Provide the proposed project management team and staffing and

submit resumes of key personnel assigned to this project. Identify the project manager for the work with whom the DRPA will have primary contact. The CONSULTANT’s proposed staffing should be accompanied by a list of other contracts in which the key personnel proposed for this contract are obligated, including the duration and the time requirements (weekly) of other contractual obligations.

C1.02 Provide a comprehensive organizational chart, including all Sub-

Consultants, to show the project management hierarchy for this project and indicate that those individuals in charge possess a valid professional license in the State of New Jersey and/or the Commonwealth of Pennsylvania.

C1.03 Indicate Sub-Consultants you will utilize for any portion of this

work. Sub-Consultants must demonstrate the required extensive experience and expertise related to the work they intend to perform.

C1.04 Indicate the location of the office to which this work would be

assigned and provide information regarding the services available at that office. State which services come from other offices and state the location of that office or offices.

C1.05 Provide descriptions of similar assignments completed or in

progress within the last five (5) years. Provide comprehensive contact information for all listed projects.

C2.00 PRICE PROPOSAL PREPARATION

A separate Price Proposal will be submitted for each discipline proposers wish to be considered.

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C2.01 Provide hourly rates of compensation on the attached Summary of Rates Sheet for which the CONSULTANT and all Sub-Consultants would request reimbursement for the categories of personnel listed below, as appropriate:

Project Principal Project Manager Project Engineer Senior Engineer Engineer Architect Assistant Engineer Engineer Trainee Technician CAD Drafter Survey Crew Chief Survey Staff Clerical Any other classification of employee which can be

anticipated to be required for this work.

The direct labor cost for each of the CONSULTANT’s personnel assigned to the work shall be computed and billed as the number of hours spent engaged in the task multiplied by the hourly wage rate for each individual (not to exceed the rates for personnel categories listed above).

Indicate the job classifications (exactly as they are to appear on monthly invoices) of all personnel who are expected to participate in the task along with the corresponding hourly wage rate. An escalation factor of 3% (maximum) will be allowed per year for the term of this agreement.

C2.02 Overhead

Overhead shall include normal operating expenses and a portion of the cost of mandatory and customary contributions and benefits related thereto, such as employment taxes and other statutory employee benefits, insurance, sick leave, holidays, vacations, pensions, and similar contributions and benefits.

Include a copy of your most recent detailed, audited overhead rate computations for both expenditures. These computations shall clearly indicate all items included in the fringe benefits and overhead expenses being requested for this GEC assignment. Criteria for determining allowable costs will be in accordance with

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the current version of Subpart 31 of the Federal Acquisition Regulations (FAR).

C2.03 Profit

DRPA will allow up to a maximum of 10% profit for all tasks included under this work. Profit will be calculated as a maximum of 10% of the sum of the Direct Labor Cost (C2.01) and Overhead (C2.02).

C2.04 Reimbursable Expenses

DRPA will allow expenses incurred by the CONSULTANT and Sub-Consultants in direct connection with each task as follows:

a) Direct expenses of transportation (except daily

commutation), long distance communications and, if necessary, fees paid for securing approvals of government authorities interested in the project.

b) Direct expenses of reproduction, postage and handling of

drawings, specifications, and other documents.

c) Direct expenses associated with the renting of equipment for inspection and testing. Also, the direct expenses associated with laboratory testing of materials.

d) Reimbursement will not be made for daily commutation

nor any, subsistence or housing costs, if incurred.

e) If Railroad Protective Liability Insurance and/or Pollution Liability Insurance may be required for a task, the cost of this insurance will be shown as an expense. All other insurance shall be maintained by the CONSULTANT and shall be included in the overhead.

C2.05 Payment of Services

Payment of services, along with reimbursable expenses, will be made monthly in amounts as set forth in monthly invoices describing expenses incurred and hours spent on the task by each employee of the Consultant and its Sub-Consultants all computed on the basis set forth in Paragraphs C2.01 through C2.04. Time sheets and other back-up payment information must be included with the Invoice. Two complete copies of the Invoice are required for payment.

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The DRPA may, in its discretion, withhold the disbursement due to the CONSULTANT and request additional documentation demonstrating the services accomplished and costs paid. Where additional supporting documentation has been requested from the CONSULTANT, payment shall be forwarded to CONSULTANT within thirty (30) days of receipt of additional supporting information which is satisfactory to the DRPA.

C2.06 No Additional Payments

The sum of estimated compensation for each task to accomplish all the work required therein shall constitute an aggregate maximum of charges to be paid under that task. No separate payments beyond the maximum of each task will be made without a written Supplemental Agreement.

C2.07 Sub-Consultants

For Sub-Consultant compensation, the basis and method of compensation as set forth Section C2.01 through C2.04 above will be applied in identical form to services provided under subcontract to the Consultant. The Consultant shall not apply a profit factor to Sub-Consultant expenses.

C3.00 PROPOSAL SCHEDULE

C3.01 Proposals are due at DRPA’s Engineering office at One Port

Center by December 29, 2014 at 4:00 p.m., with six (6) copies. Proposals not submitted by the deadline will not be accepted.

C3.02 Technical Proposals and Price Proposals must be in separate,

sealed envelope marked “------ Proposal for General Engineering Consulting Services for Civil and Structural Engineering”. Mark envelope with either Price or Technical proposal.

C3.03 One (1) copy of the Political Contribution Disclosure Forms and

Certification must be in a separate, sealed envelope marked “------- Vendor Disclosure Forms.

C3.04 Faxed or e-mail proposals will not be accepted. C3.05 It is anticipated that Notice-to-Proceed will be issued to the

CONSULTANT in February 2015.

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C3.06 A Proposal, after having been submitted, may be withdrawn by the Proposer prior to the deadline set for proposal submission upon presentation of a written request for such withdrawal to Michael P. Venuto, P.E., P.L.S., Chief Engineer, Delaware River Port Authority, One Port Center, 2 Riverside Drive, PO Box 1949, Camden, New Jersey 08101-1949. No Withdrawal of Proposals will be permitted after the submission deadline even though proposals may not have yet been opened.

C4.00 SPECIAL REQUIREMENTS

C4.01 It is the intention of DRPA to evaluate your proposal in

conjunction with those received from other firms. This will lead to a negotiation with the firm(s) deemed most qualified under all DRPA criteria, final selection and an executed Agreement for this work.

C4.02 Technical Proposals will be due prior to the time and date specified

in C3.01. C4.03 In evaluating Proposals submitted in response to this RFP, all

Technical Proposals will be reviewed and evaluated for their technical merit by professional staff who will evaluate Proposals independently. Members of the evaluation panel then meet to discuss and review Technical Proposals and to determine the final ranking of Proposers. If necessary, the higher-ranked Proposers may be requested to participate in an oral interview process.

C4.04 Once final ranking is established, the qualified Proposer’s Price

Proposal’s will be opened and evaluated. The evaluation will be performed by comparing the Proposer’s Proposal with the DRPA’s estimate so as to determine a fair and reasonable price for the work.

C4.05 If necessary, negotiations will be conducted until an agreement can

be reached with a firm(s). The recommendation for Award is then made to the DRPA Board of Commissioners.

C4.06 Technical Proposal submissions are limited to a total of twenty

(20) pages (standard size print), including the U.S. Government Forms SF330 and resumes (no more than ten (10) key people.)

C4.07 In evaluating Proposals, the following factors will be considered,

in order of importance:

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a. Understanding of the particular purpose and needs of the project.

b. Qualifications and experience of firm with projects of a similar nature.

c. Qualifications and experience of proposed Project staff.

d. Quality of proposed Sub-Consultants and utilization of certified MBE/WBE firms.

e. Maintenance of a local office. f. Overall completeness and quality of Proposal.

C4.08 In making its selection, the DRPA is not required to accept the

lowest price and may, in its sole discretion, reject proposals which are not responsive to the requirements stated herein, or may elect to waive some or all irregularities in any Proposal or Proposals. The waiver or non-waiver of any specific irregularity will not imply or compel similar treatment of any other irregularity.

In addition, the DRPA may at any time revoke this Request for Proposals in its sole discretion and without assuming any liability in connection with its issuance and/or revocation.

C4.09 There will be no debriefing reviews for unsuccessful Proposers. C4.10 On all projects of this nature, the Authority has certain standard

requirements that will be incorporated into any Agreement that may be executed as a result of DRPA’s evaluation of your Proposal. These requirements are attached herewith and entitled, “CONSULTING ENGINEERING STANDARD CLAUSES” and should be properly considered when preparing your final Proposal. By submitting a Proposal, the CONSULTANT certifies that he has read, understood and agreed to the “CONSULTING ENGINEERING STANDARD CLAUSES”.

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CONSULTING ENGINEERING STANDARD CLAUSES Gender-specific nouns and pronouns used herein, such as flagman, workman, watchman, he, and she, shall be deemed to refer to both male and female, singular and plural. D. INSURANCE

Prior to commencement of any work under the Contract, the CONSULTANT shall, at its sole expense, maintain the following insurance on its own behalf with insurance companies lawfully authorized to do business in or on an admitted basis or who are an authorized insurance carrier in the jurisdiction in which the work is to be performed and shall furnish to the DRPA/PATCO Certificates of Insurance evidencing same. 1. 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

2. Commercial General Liability: Bodily Injury, Property Damage and

Personal Injury (including Premises - Operations, Independent Contractors, Products/Completed Operations, Personal Injury, Broad Form Property Damage, and Explosion, Collapse and Underground Coverages) Mobile Equipment.

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: $1,000,000

b. The General Aggregate Limit must apply on a Per Project basis.

c. Pollution Exclusion shall not apply to fuels, lubricants, etc.

required to operate any Mobile equipment under the policy

d. Required endorsements for work within 50 feet of a railroad (deliveries/non construction/demolition projects)

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1. Additional Insured - Owners, Lessees or Contractors - automatic status when required in construction agreement with you. Endorsement (CG 20 33 07 04).

2. Standard endorsement - “Contractual Liability - Railroads” (CG 24 17).

3. Automobile Liability:

a. Coverage to include: 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. Policy to apply following form of the Commercial General

Liability (following form Per Project Aggregate Limit), Commercial Automobile Liability and Employers Liability Coverages.

5. Property Insurance: CONSULTANT is responsible for any damage to

their work, materials, equipment, tools, etc. If under the scope of work to be performed under this contract there is a need to store on DRPA/PATCO premises any equipment, machinery, tools, supplies or other materials, under no circumstances will DRPA/PATCO assume any liability or otherwise offer to indemnify any party for loss, theft, damage or disappearance of such items stored on its premises throughout the duration of this contract.

6. Railroad Protective Liability Insurance: The CONSULTANT shall

provide, with respect to the operations he/she or any of his/her Sub-CONSULTANT’s perform, Railroad Protective Liability Insurance in the name of the Delaware River Port Authority and the Port Authority Transit Corporation providing for a limit of not less than Five Million Dollars ($5,000,000) single limit, Bodily Injury and/or Property Damage combined, for damages arising out of bodily injuries to or death of all persons in any one occurrence and for damage to or destruction of property, including the loss of use thereof, in any one occurrence. Such insurance shall be furnished with an aggregate of not less than Ten Million Dollars ($10,000,000) for all damages as a result of more than one occurrence. A certified copy (or original) needs to be provided to DRPA/PATCO

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7. Professional Liability Coverage: CONSULTANT shall maintain insurance covering losses rendered by Professional Services that arise from the operations described under the scope of services of this Contract. a. Per Claim 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 this Contract (including any Design Work for this Contract); and that continuous coverage will be maintained or an Extended Discovery Period will be purchased for a period of two (2) years beginning when the work under the contract is completed.

8. Watercraft Liability Coverage (Marine General Liability,

Umbrella/Bumpershoot, Protection & Indemnity, Vessel Pollution: a. Per Occurrence/Aggregate Limit: $10,000,000 b. Coverage to be provided for losses that arise from the operations of

any Owned, Hired and Non-Owned Watercraft under the scope of services of this Contract.

c. Coverage shall be provided for the United States Longshoremen's and Harbor Workers' Compensation Act and Maritime Employment under the Jones Act with $5,000,000 Limits and reference to such compliance made on all certificates of insurance.

9. Environmental Impairment/Pollution Legal Liability Insurance:

Environmental Impairment Liability or Pollution Legal Liability Insurance in an amount no less than Five Million Dollars ($5,000,000) for each single occurrence to provide coverage for all necessary and reasonable costs or expenses of removing, nullifying, cleaning up, transportation or rendering ineffective, any substance which has caused environmental impairment provided, however, that notice of such an occurrence be given the DRPA/PATCO within 24 hours of said occurrence. Additionally when requested, CONSULTANT will provide the DRPA/PATCO with copies of all current licenses and/or permits required by the Federal government, the State(s) or local jurisdiction(s) where the work is to be performed prior to the award contract. The Remediation Contractor policy is to include mold coverage.

10. Self-Insured Retentions: None of the policies of insurance required of the CONSULTANT by this agreement shall contain self insured retentions in excess of $10,000, unless agreed to in writing by the DRPA/PATCO.

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11. 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 that are admitted or authorized to do

business in the jurisdiction in which the Premises is located. 12. All policies shall include coverage for both Certified and Non-Certified

Acts of Terrorism.

13. 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 or Professional Liability policies. The coverage offered to the ADDITIONAL INSUREDS on CONSULTANT’s liability policies shall be primary coverage 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. CONSULTANT shall be responsible for and verify that each and every Sub-Consultant shall maintain insurance that will afford the DRPA the full protections set forth in this Section, and shall fully indemnify, protect and hold harmless the Delaware River Port Authority, Port Authority Transit Corporation, its officers, commissioners, directors, members, agents, servants and employees (collectively “DRPA”) from and against any and all suits, claims, liabilities, losses, judgments, demands and damages, of whatsoever kind or nature, including, but not limited to, expenditures for and costs of investigations, hiring of expert witnesses, court costs, counsel fees, settlements, judgments or otherwise, which may be suffered by or accrue against, be charged to or recoverable from the DRPA, regardless of whether a suit has been filed or initiated (collectively “Claims”) that arise from, arise out of, are connected with, or relate in any way to the performance of this Agreement, as fully set forth in Section E of this Agreement, the terms of which are incorporated herein.

14. It is agreed the CONSULTANT’s and Sub-Consultant’s insurance will be

not be canceled, materially changed or non-renewed without at least thirty (30) days advance written notice to 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.

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15. 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.

16. 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 this Agreement.

17. 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 Sub-Consultant’s. The carrying of insurance described shall in no way be interpreted as relieving the CONSULTANT of any responsibility or liability under the contract.

E. INDEMNIFICATION

CONSULTANT agrees to defend, indemnify and protect and hold harmless the DRPA (DRPA/PATCO hereinafter “DRPA”), its 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, its 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. This includes but is not limited to Claims caused in part by the DRPA, its officers, commissioners, directors, members, agents, servants and employees or which are based on strict liability. However, CONSULTANT shall not be required to defend or indemnify the DRPA, its 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, its officers, commissioners, directors, members, agents, servants and employees.

CONSULTANT explicitly and unequivocally agrees to indemnify and defend DRPA/PATCO against allegations of its own independent fault against Operator’s employees, notwithstanding Workers’ Compensation Act provisions to the contrary.

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

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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, its 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.

Survival of Right To Indemnification/Scope of Indemnity: Termination or expiration of this Agreement shall not release CONSULTANT from its respective obligations hereunder and neither the enumeration in this Agreement of particular risks assumed by CONSULTANT or of particular claims for which it is responsible shall be deemed:

1. To limit the effect of the provisions of this section or of any other sections of this Agreement relating to such risks or claims; or

2. To imply that CONSULTANT assumes or is responsible for risks or claims solely of the type enumerated in this Agreement; or

3. To limit the risks which CONSULTANT shall have been deemed to assume or the claims for which it would be responsible in the absence of such enumerations.

F. TERMINATION

It is understood and agreed that the DRPA hereby reserves unto itself the right to terminate or modify this Agreement 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 DRPA’s exercising such right of termination, the DRPA shall be without further liability whatsoever to the CONSULTANT under this Agreement, except that the DRPA 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 DRPA exercises its right to modify this 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 reference to payments.

G. WORK PRODUCTS

All materials, calculations, computations, specifications and drawings developed and prepared by and equipment required by the CONSULTANT in the performance of its services herein shall become the property of the DRPA, and

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shall be turned over to the DRPA at or prior to final payment or other termination of this Agreement or by written request thereof by the DRPA.

H. SUBCONTRACTING, ASSIGNING OR SUBLETTING

Prior written approval of DRPA 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 DRPA’s Chief Engineer, accompanied by a description of the specific work to be subcontracted, the total value of such sublet work, and by proof that the organization which will perform the subcontracted work is particularly equipped and capable to perform such work. The right to qualify, accept or reject any subcontractor is reserved expressly for DRPA.

I. SUPERVISION

The CONSULTANT shall, at all times when the field work is in progress, keep a competent representative or superintendent in charge of the work who shall have full authority to receive and give orders to CONSULTANT’s personnel.

The CONSULTANT shall give the work the constant attention necessary to facilitate the progress thereof and shall cooperate with the DRPA, and with other contractors authorized to perform work adjacent to or within the physical limits of the work area.

J. PUBLIC CONVENIENCE AND SAFETY

The safety, protection and convenience of the public are of primary importance and shall be provided for by the CONSULTANT in an adequate and satisfactory manner.

The CONSULTANT shall at all times exercise caution for the protection of persons and property. The safety provisions of applicable laws, rules and regulations, and codes shall be observed. Machinery, equipment and other hazards of whatsoever character shall be guarded in accordance with the safety provisions of the current “Manual of Accident Prevention in Construction”, published by the Associated General Contractors of America, to the extent that such provisions are not inconsistent with applicable federal, state and local laws and regulations.

The CONSULTANT shall instruct its employees regarding the hazards involved within the vicinity of moving vehicles.

If any operation, practice or condition during the course of the work is deemed by the DRPA to be unsafe, the CONSULTANT, upon notice, shall take corrective action. Where any operation, practice or condition endangers persons or property, it shall be immediately discontinued and adequate remedial action taken before

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such work is resumed. However, the DRPA shall have no responsibility for supervision of safety requirements.

K. TRAFFIC RULES

The CONSULTANT is cautioned that all of his operations on the site of the work will be governed by the following traffic rules. These regulations may be augmented or modified at the discretion of the DRPA’s Division of Bridges:

a. The CONSULTANT shall conform and adhere to the approved

Maintenance of Traffic Plan prepared by him and approved by the DRPA.

b. The DRPA’s Police will effect all lane closings and openings. L. TRAFFIC EMERGENCY

The DRPA’s or PATCO’s Police may, in the event of a serious accident, or major traffic demand, declare an emergency condition without advance notice. The CONSULTANT is required in such case to cooperate fully and immediately with directions received, which may include ceasing operations and clearing the work area. No extra payment for such an occurrence will be made by the DRPA. The CONSULTANT shall not make a claim for damages against the DRPA for such an occurrence.

M. MAINTENANCE AND PROTECTION OF TRAFFIC

At least ten (10) working days prior to the time the CONSULTANT intends to start operations affecting traffic, the CONSULTANT shall submit complete details of the methods he intends to employ for the safe restriction to the movement of traffic required for his operations. These methods will be reviewed by the DRPA and its Police and Safety Departments and, when satisfactory, approved. Methods not approved will be returned for revision and shall be resubmitted for further review. The CONSULTANT’s methods submitted for approval shall include complete information, data and/or sketches covering the means proposed by the CONSULTANT for the protection of the public, DRPA personnel and Contractor’s and his own personnel and equipment, including layouts and schedules showing the anticipated lane closings, truck access points, locations of all devices for lane closings and protection of traffic, and anticipated dates and rates of progress of work.

If the approved methods of operations submitted by the CONSULTANT are not strictly adhered to by the CONSULTANT, the DRPA shall have the right to order all work which, in the opinion of the DRPA, affects the maintenance and protection of traffic, to be summarily discontinued. Such work shall not be resumed until the DRPA is assured and satisfied that the CONSULTANT will perform the work in conformity with the approved methods of operations. The

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CONSULTANT shall have no claim against the DRPA for the losses or delays caused by such work stoppage.

The DRPA’s approval of traffic control plans and/or its failure to approve such plans shall in no way shift responsibility for traffic safety from CONSULTANT to the DRPA, and the CONSULTANT shall remain liable to indemnify and hold the DRPA harmless from and against any loss, cost, or expense relating to such traffic control plans, consistent with the provisions of Section E of this Agreement.

The CONSULTANT shall erect or place, and maintain in good condition, barricades, temporary wiring and directional signs, lights, flares, approved electric flasher units, traffic cones and other warning and danger signals and devices, appropriate and adequate for the specific needs, at working sites, at standing equipment and other obstructions, at points where the usable traffic width of the roadway is reduced, at points where traffic is deflected from its normal courses or lanes, and at other places of danger to vehicular or pedestrian traffic under, on, or adjacent to the work area.

The CONSULTANT shall be responsible for transporting all his personnel to and from enclosed or closed-off areas. Personal vehicles will not be permitted to park anywhere within DRPA or private properties, except in areas designated by the DRPA.

Whenever the CONSULTANT’s vehicles operate in lanes open to traffic, travel shall always be with and not across or against traffic.

Vehicles shall enter and leave work areas in a manner which will not be hazardous to or interfere with traffic. During lane closings when a flagman is not on duty, automobiles operated solely for the transportation of supervisory personnel, flagmen, or approved inspectors will be allowed access to the work site provided such vehicles are operated in a safe manner.

Vehicles shall not park or stop in roadways, except within the closed lane(s).

The CONSULTANT’s vehicles will not be permitted to make u-turns, across the roadway or in the toll plaza area. Any vehicle making any illegal turn will be subject to a summons by the Police.

Points for leaving and re-entering the traffic flow shall be, in general, at the beginning and end respectively of a lane closing. Uniformed flagmen provided by CONSULTANT shall be on duty, as directed by the DRPA, at all locations where and when the CONSULTANT’s vehicles leave or enter traffic. Each flagman shall be an intelligent, English speaking person, properly trained, instructed and experienced in flagman duties, and shall be uniformed as specified below. Each flagman shall be subject to the approval of the DRPA. Any flagman performing

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duties unsatisfactorily, in the opinion of the DRPA, shall be immediately removed from duty as a flagman and shall be replaced by an approved flagman. Each flagman shall wear an approved police-type uniform with billed cap. Uniform and cap shall be navy blue. Over the uniform the flagman shall wear at all times, a sleeveless vest entirely covered with three inch width alternate vertical stripes of phosphorescent red and “Scotchlite” Silver Reflective Pressure-Sensitive Sheeting No. 3270. DRPA shall have no obligation to supervise or review flagmen. CONSULTANT shall be solely liable for the actions or inactions of flagmen under all circumstances.

N. ACCIDENT

The CONSULTANT shall provide such equipment and facilities as are necessary or required for first aid service to any employee who may be injured in the progress of the work, and he shall have standing arrangements with local hospitals for the removal and hospital treatment of any employee who may be injured or who may become ill.

The CONSULTANT shall keep, in a bound book, records of all accidents, including in such reports, such data as may be required by the Department of Labor of the respective states in which the work is being performed.

The CONSULTANT must promptly report in writing to the Chief Executive Officer, the Chief Engineer and the Claims Management Group of the DRPA, all accidents whatsoever, arising out of or in connection with the performance of the work whether on or adjacent to the site, which cause death, personal injury or property damage giving full details and statements of witnesses. In addition, if death or serious injuries or serious property damages are caused, the accident shall be reported immediately by telephone to the Claims Management Group of the DRPA.

If any claim is made or suit or action is filed by any third person against the CONSULTANT or any subcontractor on account of any occurrence involving the services to be rendered hereunder, the CONSULTANT shall promptly report the fact in writing to the Chief Executive Officer and the Chief Engineer, giving full details of the claim.

O. HOURS OF OPERATION

Time of performance and completion of work are of the essence. The CONSULTANT shall prosecute the work in an orderly and efficient manner using sufficient manpower and equipment to insure timely completion of the work. Roadway traffic on the bridge shall be maintained at all times in accordance with the approved Maintenance of Traffic Plan submitted by the CONSULTANT. The CONSULTANT shall schedule and perform his operations so that the full width of roadway curbs is available for vehicular traffic between the hours of 6:00 a.m.

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to 9:00 a.m. and 3:30 p.m. to 6:00 p.m. Monday through Friday. The CONSULTANT may work Saturday, Sunday and holidays between 9:00 a.m. and 5:00 p.m. No additional payment will be made by the DRPA for work at night or on weekends and holidays.

The CONSULTANT shall occupy only one side of the bridge while performing any work from the roadway level.

P. NIGHT WORK

If the CONSULTANT desires to work at times other than the normal daylight shift, he shall first obtain approval from the Chief Engineer to perform such work. The CONSULTANT on such occasions shall have a responsible supervisor and sufficient employees present to perform such work. No additional payment will be made by DRPA for said night work.

Q. SITE USE

The CONSULTANT shall confine operations at the site to those permitted by laws, regulations, ordinances, permits and the Contract Documents, and shall not unreasonably encumber the site with any materials or equipment.

The CONSULTANT shall perform the contract in such a manner as not to interrupt or interfere unduly with any operation or activity or the work of the Authority, or any other Contractor or Sub-Contractor, at or near the location of the work.

The right is reserved by the Authority to do work with its own employees or by other contractors, and to permit public utility companies and others to do work during the progress and within the limits of, or adjacent to, the work. The CONSULTANT shall conduct his work and cooperate with such contractors, utility companies and others so as to cause as little interference as possible with their work. Further, the CONSULTANT shall allow such other contractors, utility companies and their agents access to their work within the site of the work.

The CONSULTANT shall and hereby does agree to make no claims against the Authority for additional compensation due to delays or other conditions created by the necessary operations of such other parties, unless such delays are markedly different in extent from those which could be reasonably anticipated for the type of work engaged in by such other parties.

In the event of a disagreement concerning the respective rights of the CONSULTANT and other parties performing work within the limits of or adjacent to the work, the Chief Engineer will determine the respective rights of the various parties involved, in order to secure the completion of the Authority’s work in general harmony and in a satisfactory manner. The Chief Engineer’s

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determination shall be final and binding, and shall not be cause for claims by the CONSULTANT or any Sub-Contractor performing work under this Agreement.

R. MATERIALS

The CONSULTANT shall furnish, construct and maintain whatever may be necessary of walkways, platforms, ladders, stairways and other facilities of usual and suitable character and adequate strength to provide properly for all operations required to inspect and perform its work on the site.

S. LIGHT, POWER AND WATER

The CONSULTANT shall provide, at his own expense, all light, power and water necessary for the performance of the field work.

T. STORAGE YARD

The DRPA will provide the CONSULTANT with a storage area.

The DRPA does not guarantee the security of this area and will not assume responsibility for loss or damage of materials or equipment stored therein.

U. IDENTIFICATION OF EMPLOYEE

As a requirement to obtain authorized access to the worksite, the Consultant and Sub-Consultants’ on-site personnel shall be required to prominently display a valid Transportation Workers’ Identification Credential (hereinafter referred to as “TWIC”) and a company identification badge which will include specific project information. The identification badge shall contain the following:

1. Employer name; 2. Employee name; 3. Employee photo; 4. DRPA Contract name; 5. DRPA Contract number.

The reverse side of the identification badge shall contain the following: 1. DRPA Public Safety telephone number; 2. Employer telephone number.

Any person not possessing both a valid TWIC card and company identification will be immediately removed from the worksite by DRPA Police and will not be permitted to return to the worksite until proper identification is provided.

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All visitors to the project shall report to a designated area to obtain a visitor's badge prior to entering the project area. All visitors must be escorted by an authorized person. All authorized personnel and visitor information will be entered into the DRPA Authorized Personnel Accountability List which will be updated as necessary and provided to the Project Team which will include the DRPA/PATCO Project Manager and the DRPA/PATCO Homeland Security Officer. In the event of lost or stolen identifications, immediately contact the DRPA/PATCO Project Manager and the DRPA/PATCO Homeland Security Officer. When an employee no longer needs access to DRPA property, the company project identification badge must be immediately retrieved and retained by the employer and the employment end date entered into the DRPA Authorized Personnel Accountability List.

V. BRIDGE TOLL

The CONSULTANT is advised that the DRPA will issue toll free passage permits for the CONSULTANT’s owned vehicles and equipment that will be used strictly for the work on this project.

The CONSULTANT shall furnish the DRPA with a list of license numbers and descriptions of CONSULTANT’s owned vehicles and equipment that will be used on this project in order for the DRPA to issue the required toll free passage permits to such vehicles and equipment.

Personal vehicles of the CONSULTANT’s personnel shall be required to pay toll.

The toll free passage permit will be revoked by the DRPA for any vehicle or equipment using the permit for purposes other than that intended.

W. POLITICAL PAYMENTS AND/OR CONTRIBUTIONS Form IG -3 Amended 12/12/12 PURPOSE: 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.

SCOPE: Defines the circumstances under which the Authority shall be prohibited from

contracting with vendors who make certain political contributions.

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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. §3241 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;

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

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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. any subsidiary directly or indirectly controlled by the business entity;

iii. 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 CONSULTANT’s, 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 made a contribution during the two-year period immediately preceding the effective date of this policy. This policy shall be

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effective as of January 1, 2011. 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.

revised 6/4/13 X. APPLICATION OF LAWS AND REGULATIONS

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

Y. AUDIT AND INSPECTION OF RECORDS

The CONSULTANT shall permit the authorized representatives of the DRPA to inspect and audit all data and records of the CONSULTANT relating to his performance under this Agreement.

Z. 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 DRPA in conduct of this project.

AA. WORKING IN TRACKWAY

PATCO operates a rapid transit commuter system between Lindenwold, New Jersey, and Philadelphia, Pennsylvania, on tracks along each side of the Benjamin Franklin Bridge (BFB) beneath the walkways. The track system consists of rails mounted on ties affixed to the structure of the BFB. This track system is open to the ground and

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river below the BFB. The system is powered by an electrified 750 Volt D.C. third rail which runs alongside each track and which carries high voltage electrical current. The rapid transit system operates on a frequent schedule with trains running as often as every two minutes.

1. Whenever it is necessary for the CONSULTANT’s employees to work in,

near, or above the track area, the CONSULTANT shall first request permission to occupy said area. The request shall be made in writing to the Assistant General Manager, Engineering and Maintenance, Port Authority Transit Corporation, Lindenwold, New Jersey 08021. Each request shall be made at least one week in advance of the need for the use of such track area.

2. In addition to performing all work in compliance with all the terms,

conditions, covenants and requirements of this contract, the CONSULTANT agrees that all work performed in, near, or above the PATCO track area shall be performed in compliance with all of PATCO’s rules and regulations and conditions set forth herein.

3. It is the duty of the CONSULTANT to obtain from PATCO information

regarding PATCO’s scheduling, operations, and procedures.

4. CONDITIONS OF ACCESS TO PATCO AREAS

A. Access during off-peak hours.

During certain off-peak hours (refer to Table “A”, below) PATCO trains are operated with less frequency. The CONSULTANT may request PATCO to make a track area available during the off-peak hours, subject to the following:

1. Not more than one track area, Eastbound or Westbound, will be

available simultaneously;

2. PATCO shall have complete discretion regarding track availability.

3. Table A - Track Availability Times

Westbound Track Out of Service: 9:00 p.m. to 5:00 a.m. Monday night through Friday morning 9:00 p.m. Friday until 5:00 a.m. Monday

Eastbound Track Out of Service:

11:00 p.m. to 5:00 a.m. Monday night through Friday morning 11:00 p.m. Friday until 11:00 a.m. Saturday

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7:00 p.m. Saturday until 5:00 a.m. Monday

No track outages will be allowed between Thanksgiving and New Year’s Day.

B. Access during all other hours:

During all other hours, PATCO trains operate frequently. PATCO’s trains cannot cease their regular operations during these hours. The CONSULTANT shall not be permitted access to any area in, near, or above the track area without first obtaining the express written permission of PATCO. Any such use of the track area shall be subject to all of the terms and conditions herein, and such further limitations as may be imposed by PATCO.

The CONSULTANT shall be prohibited from working overhead of the track areas during the Transit rush hour periods defined as 5:00 a.m. to 9:30 a.m. and 4:00 p.m. to 6:30 p.m., Monday through Friday.

In the event of an emergency condition or a high demand requirement relating to the PATCO operation, PATCO may withhold track availability from the CONSULTANT, or order the CONSULTANT’s forces to withdraw from the track area and the CONSULTANT shall comply with such orders.

5. A. When it is necessary for CONSULTANT’s personnel to work in or

near the track areas, PATCO reserves the right to determine the number of, placement of, and need for its watchmen. It is expressly understood that these PATCO watchpersons shall be present solely for the protection of PATCO’s property, facilities and operations.

B. The CONSULTANT is required to provide watchpersons for the

safety of its employees, and for the safe performance of its obligations under this Contract. The provision of such watchpersons, shall be at the CONSULTANT’s own cost and expense.

6. The CONSULTANT shall safeguard the traffic, tracks and appurtenances

and other property of PATCO.

7. The failure or inability of the CONSULTANT to coordinate its activities with PATCO operations shall not relieve it of its duties to perform the work hereunder within the contemplated time.

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BB CONSTRUCTION SAFETY & HEALTH MANUAL FOR CONTRACTORS

The CONSULTANT shall establish and maintain a drug and alcohol program for the duration of this project. The requirements in the Construction Safety & Health Manual for Contractors shall be used as a minimum in formulating this program. This program shall include initial testing, reasonable suspicion and post accident/near miss testing. The intent of this program is to establish this project as drug and alcohol free workplace in order to ensure safe and productive working conditions.

CC. SAFETY PROGRAM

The CONSULTANT shall perform all work with due regard to the safety of persons and property. It is a condition of this Contract, and the CONSULTANT agrees, that it shall be made a condition of each subcontract entered into pursuant to this Contract, that the CONSULTANT and any Sub-Contractor or Sub-CONSULTANT shall not require any laborer or mechanic employed in the performance of this Contract to work in surroundings or under working conditions which are unsanitary, hazardous or dangerous to personal health and safety, as determined under the provisions of the Manual of Accident Prevention in Construction, published by the Associated General Contractors of America, as well as any applicable OSHA regulations, to the extent not in contravention of applicable laws.

The CONSULTANT shall take all reasonable precautions at all times to prevent injury to or death of any and all persons at or near the site of the work or engaged in the performance of the work, and to prevent damage to, loss or destruction of any property (including, without limitation, the work to be performed hereunder) located at or near the site. Such precautions shall include, but shall not be limited to, all safeguards and warnings necessary to protect workmen and others against any dangerous or potentially dangerous conditions at or near the site of the work, all measures necessary to protect the work against weather and other conditions, of the work, the enforcement of reasonable safety regulations among all persons at the site, and compliance with any safety requirements imposed by any governmental authority having jurisdiction.

In the event of any injury to any person, or to any public or private property by, or as a consequence of, or during the progress of any operations under this Contract, including any act or omission on the part of the CONSULTANT or its agents, or employees, the CONSULTANT shall make good such damage in such manner as may be required, at its own expense and cost. In case of failure by the CONSULTANT to remedy such damage promptly, the Authority shall have the right to deduct the cost of such work from any monies due or which thereafter become due the CONSULTANT under this Contract.

The CONSULTANT agrees to indemnify and hold the Authority and its agents harmless for, of and from any loss, including but not limited to any fines, penalties

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and corrective measures which the Authority may sustain by reason of the CONSULTANT’S failure to comply with any of the requirements of this Section, consistent with Section E of this Agreement.

DD. CONTRACT SAFETY PLAN

The CONSULTANT shall be responsible for developing, initiating, maintaining and supervising all safety programs required for his employees, to ensure compliance with all applicable federal, state and local safety laws, rules, regulations and codes and to ensure compliance with the Safety Administration Manual, Revised 10/21/13 or as current. CONSULTANT shall oversee the enforcement of the Safety Administration manual in projects, as directed by the DRPA. It is the responsibility of the CONSULTANT to ensure that the work required hereunder is performed in a safe and workmanlike manner and in compliance with general safety standards for the performance of such work, as promulgated by the Occupational Safety and Health Administration (OSHA) and by any other similar regulatory body or professional board or association.

Within five (5) days from award of a Contract or Purchase Order pursuant hereto, but before commencement of any on-site work, the CONSULTANT will submit to the DRPA a Contract Safety Plan which satisfies all requirements of this Section and implements fully all OSHA and other applicable federal, state and local regulations, as well as any applicable professional board or association standards of practice, for safety performance of the work required for this procurement.

The Contract Safety Plan will define procedure for proper and safe use of all materials and equipment required for the work to be done, in accordance with manufacturer instructions.

The Contract Safety Plan shall also designate and name a Supervisor(s) who shall be present at the work site on a regular basis and who shall be responsible for assuring that work at the work site is performed in a safe manner. Each person designated for such safety responsibility will have authority from the CONSULTANT under the Contract Safety Plan to cause work to be halted at the work site if work practices and conditions should in any way be or become out of compliance with the Contract Safety Plan.

The Contract Safety Plan shall provide that the CONSULTANT, through its Supervisor(s), shall stop work in the event that any condition(s) not complying with applicable regulations or compromising safety should be present at the work site. The Contract Safety Plan shall also provide that, in the event that the DRPA advises the CONSULTANT of any such condition(s), work stoppage shall be immediate. When stopped, work shall be resumed only after the CONSULTANT has satisfactorily corrected the offending condition(s).

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It is expressly understood that the requirements of safety in conduct of the work to be performed hereunder shall be fundamental to the execution of the work and to the preparation of proposals and Bids. No special payment allowances other than those appearing on the Bid Sheet shall be provided to cover the costs of preparing and implementing the Contract Safety Plan. All costs associated with the Plan shall incorporate into the amounts recorded by the CONSULTANT on the Summary of Estimated Costs sheet.

EE. RFP AMENDMENTS

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

FF. PROTEST PROCEDURES

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

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

Upon receipt of the written protest, the DRPA General Counsel shall provide

copies to the DRPA Chief Executive Officer and the DRPA Director of Engineering. The Director of Engineering shall, within five (5) working days of the notification from the General Counsel, conduct an investigation into the allegations and report to the General Counsel.

Following a review of the Director of Engineering’s report, and any other pertinent information, within seven (7) working days after receipt of the written

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protest, the General Counsel shall advise the protesting party of the staff’s recommended action.

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

The Chief Executive Officer 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 Chief Executive Officer shall constitute an exhaustion of the remedies available to the protesting party.

GG. NON-DISCRIMINATION DRPA

Minority-Owned Business Enterprise (MBE) & Women-Owned Business Enterprise (WBE) Program

(A) Statement of Purpose

The Delaware River Port Authority (Authority) is firmly committed to providing equal employment and contracting opportunities for all persons regardless of race, color, religion, sex, national origin, age or non-job-related disability. In that regard, the Authority will affirmatively assure that, in regard to any Authority purchase agreement issued or Contract entered into pursuant to this project, all qualified persons will be afforded equal opportunity to participate in the contract process and will not be discriminated against on grounds of race, color, religion, sex, national origin, age or non-job-related disability.

(B) Definitions

1. “Minority-owned Business Enterprise” (MBE) means a certified business

which is at least 51% owned and controlled by one or more persons who are minorities, and whose management and daily business operations are controlled by one or more of the minorities who own the enterprise.

2. “Woman-owned Business Enterprise” (WBE) means a certified business

which is at least 51% owned and controlled by one or more women, and whose management and business operations are controlled by one or more of the women who own the enterprise.

3. “Sub-Consultant” means any individual, partnership, firm, or corporation,

or any acceptable combination thereof, to which the CONSULTANT subcontracts part of the work pursuant to the applicable contract

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specifications. 4. “Work” means the furnishing of all labor, services, materials, equipment,

tools, transportation, supplies, and other incidentals necessary or convenient to the successful completion by the CONSULTANT of the construction described in the contract documents and the carrying out of all duties and obligations imposed by the contract documents on the CONSULTANT.

5. Providers of “Bona Fide Services” - for purposes of this project, “bona

fide services” include professional, technical, CONSULTANT or managerial services and assistance in the procurement of essential personnel, facilities, equipment, materials or supplies required for performance of the contract, fees charged for delivery or materials and supplies required on a job site (but not the cost of the materials and supplies themselves) when the MBE/WBE hauler, trucker or delivery service is not also the manufacturer of or a regular dealer in the materials and supplies.

(C) MBE and WBE Goals

1. The CONSULTANT is hereby advised that the Authority will affirmatively assure that in regard to any Agreement issued or Contract entered into pursuant to this project, certified MBEs and WBEs shall be afforded every opportunity to submit proposals for consideration and will not be discriminated against on grounds of race, color, religion, sex, national origin, age or non-job-related disability.

2. The participation of certified MBEs/WBEs Sub-Consultant’s and suppliers

is a matter of great interest in the evaluation of all proposals. To that extent, the Authority has established the following participation goals for certified MBEs and WBEs:

MBE WBE

7% 3%

These goals are based on a careful review of the project scope, contracting and supplier opportunities, the estimated overall dollar value of the project, and the number of ready, willing and able MBEs and WBEs in our database that may likely be able to participate on the project as a Sub-Consultant or supplier. The goals shall serve exclusively as a guide in determining CONSULTANT responsibility. Attainment of the goals is not a measure of proposal responsiveness, but will be considered in measuring whether a firm is a responsible contractor or CONSULTANT.

3. The total dollar value of a subcontract with a firm that is owned and

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controlled both by a minority and a woman shall be counted toward either the MBE goal or the WBE, but not both. The CONSULTANT shall choose the goal to which the contract value is to be applied. DRPA will not make this election for the proposing CONSULTANT.

4. At the time the proposal is submitted, the CONSULTANT shall submit its

MBE and WBE commitments to the Authority’s Office of Business Development & Equal Opportunity. The MBE/WBE solicitation and commitment information shall be recorded on the appropriate forms included in the Request for Proposal package. The completed Solicitation and Commitment Forms shall become part of this Agreement and are hereby incorporated herein by reference. CONSULTANT’s who do not meet the established goals will be required, to submit evidence of their good faith efforts to solicit and commit to MBE and WBE firms.

5. The CONSULTANT shall submit the MBE/WBE Solicitation and

Commitment forms with each task order proposal. Additionally, with each task order submission, using the Authority’s Monthly Payment Status Report for Sub-Consultant’s & Providers of Bona Fide Services Form, CONSULTANT shall provide status to date of MBE/WBE commitments and payments for the entire General Engineering contract.

CONSULTANT shall make a substantial good faith effort to meet or exceed MBE/WBE goals on each task order. DRPA reserves the right to request evidence that the CONSULTANT has made a substantial good faith effort to meet MBE/WBE goals on task order proposal submissions. However, if CONSULTANT feels that it cannot secure MBE/WBE participation for a particular task order, CONSULTANT shall propose that the task order have no MBE/WBE participation. CONSULTANT shall submit a narrative as to why it cannot secure MBE/WBE participation for a particular task order for DRPA review and approval. In the event the DRPA approves the issuance of a task order with no MBE/WBE participation, the CONSULTANT will not be required to submit the monthly status reports for that particular task order.

6. The Authority may at any time require such other information or inspections as it deems necessary to determine the compliance of any CONSULTANT with the terms and spirit of these nondiscrimination provisions. The CONSULTANT shall fully cooperate with a compliance review in accordance with the goals and requirements specified in the contract. Unreasonable delays or failures to provide requested information or otherwise to cooperate with the DRPA may result in the withholding of contract payments and may be deemed a breach of this Contract.

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(D) Certification

1. The CONSULTANT has the sole responsibility of obtaining certified MBE and WBE firms for use on this project. Each MBE and WBE the CONSULTANT intends to use as Sub-Consultant(s) or supplier(s) must have a current MBE or WBE certification issued by a certifying entity recognized by the Authority. Only firms whose certification status as MBEs and WBEs is current, at the time of Contract execution, shall be recognized as certified firms.

2. The Authority does not certify firms as MBEs or WBEs. It does, however,

accept certifications from the following federal, state and local agencies: Commonwealth of Pennsylvania Department of General Services; Southeastern Pennsylvania Transportation Authority (SEPTA); Allegheny County Department of Minority, Women & Disadvantaged Business Enterprise; The Port Authority of Allegheny County Office of Equal Opportunity; New Jersey Transit, The Port Authority of NY & NJ Office of Business & Job Opportunity; City of Camden; Women’s Business Development Center (WBDC); and National Minority Supplier Development Council (NMSDC).

3. For assistance locating certified MBE and WBE firms, the

CONSULTANT is encouraged to visit the Office of Business Development & Equal Opportunity’s website at www.drpa.org/obdeo. Once on the site, scroll over to the blue section on the far right-hand side and click “MBE & WBE Directory.” Then click “View the Directory” to perform specific searches.

(E) Ongoing Monitoring

1. At the kick-off meeting the CONSULTANT will be required to submit a copy of a fully executed subcontract or purchase order between the CONSULTANT and each of the MBE and WBE Sub-Consultant’s/suppliers it will use on the project.

2. Each month the CONSULTANT shall submit the original “Monthly

MBE/WBE Status Report” to the DRPA Director of Engineering/Chief Engineer along with the partial payment estimate. At the same time, the CONSULTANT shall also submit a copy of the Monthly Status Report to the DRPA’s Office of Business Development & Equal Opportunity for processing. The Monthly Status Report must be submitted each month even when no MBE and WBE Sub-Consultant’s/suppliers worked.

3. Periodically, DRPA staff will conduct unannounced site visits to ensure

that MBE/WBE firms are working on the project.

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(F) Payments

1. When a CONSULTANT who has contracted with the DRPA has received a payment or payments from the DRPA for work performed, the CONSULTANT must deliver within ten (10) calendar days from the receipt of payment from the DRPA, the proportionate share of the payment for the work performed to Sub-Consultant’s specified in the contract. In the event that the CONSULTANT has not made such payments, he or she will be required to submit a written explanation satisfactory to the DRPA for failure to make such payments.

2. Other than as required by the work to be performed for the DRPA, the

Prime CONSULTANT shall not impose upon MBE and WBE Sub-Consultant’s and suppliers more restrictive insurance and bonding requirements than are placed upon other Sub-Consultant’s and suppliers on the project.

(G) Determination of Non-Compliance The following shall constitute compliance concerns:

1. documentation or information furnished by the CONSULTANT which fails to demonstrate that MBEs or WBEs are performing the work as indicated by the CONSULTANT on the forms included in the CONSULTANT’S proposal;

2. unreasonable failure, refusal or delay by the CONSULTANT to furnish

forms and other information requested by the Authority’s Office of Business Development & Equal Opportunity in support of its monitoring efforts;

3. discovery of information that is contrary to information previously

submitted by the CONSULTANT;

4. failure of the CONSULTANT to execute a written contract or purchase order with its MBE and/or WBE Sub-Consultant’s and suppliers;

5. failure of the CONSULTANT to deliver to its Sub-Consultant’s and

suppliers within seven (7) business days, their proportionate share of the payment for the work performed; and

6. such other reasons that reasonably indicate that the CONSULTANT is not in compliance with the Authority’s MBE & WBE Program.

In the event the Authority determines it has reasonable cause to believe that a

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CONSULTANT is not in compliance with the provisions of the Authority’s MBE and WBE Program, the Authority’s Office of Business Development & Equal Opportunity shall promptly cause written notice to be sent by mail to the CONSULTANT. The notice shall clearly state the areas of non-compliance and require the CONSULTANT to show cause within five (5) calendar days why it should not be found in breach of contract.

Based upon information supplied by the CONSULTANT, if any, the Authority shall make a final recommendation as to whether the CONSULTANT is in compliance with contract requirements. If a recommendation of non-compliance is rendered, the Chief Administrative Officer shall notify the Authority’s General Counsel and make recommendations regarding appropriate remedies. The Authority’s General Counsel, in consultation with the Authority’s Chief Executive Officer and the Authority’s Office of Business Development & Equal Opportunity, shall make a final determination regarding non-compliance and take such steps as are appropriate under the circumstances.

HH. DRPA NO SMOKING POLICY

The CONSULTANT must submit in its Contract Safety Plan, as described in Section DD, entitled “Contract Safety Plan”, a Company No Smoking Policy for this project to be reviewed and approved by the DRPA Safety Department. CONSULTANT and Sub-Consultant employees and supervisor will not be permitted to smoke in any DRPA buildings or vehicles. CONSULTANT and Sub-Consultant employees and supervisor may smoke at DRPA designated smoking areas if their work is located in a Port Authority Building. It is impossible to identify all designated smoking areas for construction/contractor work sites on the bridges or roadway, as they vary from project to project. However, the DRPA will insist that each CONSULTANT comply with the DRPA no smoking policy in buildings, vehicles or areas containing hazardous materials.

At each job site, the CONSULTANT and the DRPA Safety Department will designate a smoking area for CONSULTANT and Sub-Consultant employees. The area will include, but not be limited to, the following conditions:

No smoking in immediate work areas. Smoking will be permitted only at designated smoking areas, at least 100

feet from work areas. Designated smoking areas must have a smoking sign that indicates this is a

designated smoking area. A cigarette butt container with sand must be available to extinguish smoking materials. Cigarette butts will not be permitted to be discarded on the ground or work area.

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An approved fire extinguisher(s) will be available at the designated smoking area and within traveling distance of 100 feet in all directions of designated smoking area.

CONSULTANT and Sub-Consultant employees must be trained in the proper use of fire extinguishers.

No smoking within 100 feet of flammable liquids, approved flammable

liquid containers, and flammable materials. No smoking within 100 feet of storage and or use of flammable

compressed gas cylinders or gas cylinders that support combustion. No smoking within 100 feet of combustible materials. Positively NO SMOKING within 100 feet of gas pump area. Violation of the terms of this policy will result in the immediate

dismissal of the offending employee. * These provisions apply for work required to be performed by the

CONSULTANT that is independent of the contractor’s operation. ** These provisions apply to the CONSULTANT’s activities, employees and

conduct of work. II. QUALITY CONTROL/QUALITY ASSURANCE

Within ten (10) days of the Notice to Proceed, the CONSULTANT will submit a Quality Control/Quality Assurance (QA/QC) Plan. This plan will describe the CONSULTANT’s in-house methods and procedures for reviewing and checking all project deliverables including, but not limited to: drawings, reports, quantities, calculations, estimates, schedules, and specifications. The QA/QC Plan will be project specific, and will identify the firm’s Quality Control Officer, who is the individual within the CONSULTANT’s organization who will be responsible for implementing all QA/QC measures.

The CONSULTANT’s QA/QC Plan will include, as a minimum, provisions for performing an independent review of all deliverables (plans, specifications, estimates, calculations, etc.) Prior to each milestone submission, deliverables will be split between the DRPA and the independent review team. The independent review will be performed by members of the CONSULTANT’s staff who are not assigned to the project, but who have specific expertise in each relevant discipline. As part of the independent review team, one member of the construction inspection group will be assigned to the review team. This chosen construction inspection staff member must have on-site experience with

44

construction of similar projects. The experience of this individual must be incorporated with the resumes of the proposed staff members. Independent review comments and responses shall be documented in writing and shall be submitted to the Authority with each milestone submission. Along with the review comments, the CONSULTANT will also provide with each submission a written certification stating that all deliverables have received an independent QA/QC review in accordance with the QA/QC plan. This certification shall be signed by the CONSULTANT’s QA/QC officer.

JJ. CONFIDENTIALITY

Except upon prior written approval of DRPA or as required by law, the CONSULTANT shall not furnish or disclose to any person or organization (a) any report, studies, data, or other information provided by, or obtained from, the DRPA or PATCO in connection with this Agreement; (b) and report, studies, recommendations, data or information relating to, or made or developed in the course of the Scope of Work; or (c) as the result of the performance of this Agreement. Proposers of the requirement shall become familiar with, comply with and assist as directed in the implementation of the DRPA’s policies and procedures, relative to documents designated as Confidential and Privileged/Sensitive Security information. Without limitation of the above, Consultant shall comply with the following policy regarding Confidential Information:

1. Confidential Information: As used in this Agreement, the term

“Confidential Information” means all information provided to CONSULTANT; all information to which CONSULTANT has access, including but not limited to reports, correspondence, plans, specifications, files, photos, and internal documents which relate to, address or concern the Project; any information disclosed to CONSULTANT relating to DRPA activities; and any information which CONSULTANT becomes aware of or which is revealed to CONSULTANT as a result of its participation in bidding for and participating in the project. Confidential Information does not include: (i) information which, at the time of disclosure to by the CONSULTANT DRPA, is published, known publicly or is otherwise in the public domain; or (ii) information which, after disclosure to CONSULTANT by the DRPA, is published, becomes known publicly, or otherwise becomes part of the public domain, through no fault of CONSULTANT.

2. Obligation of Confidentiality: CONSULTANT agrees to obtain,

receive, and hold all Confidential Information in strict trust and

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confidence and that such Confidential Information will not be used by CONSULTANT for any purpose other than in connection with the bidding for and participation in the project without the DRPA's prior written consent. CONSULTANT agrees that it shall not disclose, disseminate, publish, reproduce or otherwise use or communicate Confidential Information to any third party. It is also agreed that in the event such information is disclosed to a third party or associate, CONSULTANT will obtain prior written consent of the DRPA and will advise the third party beforehand of the confidential nature of the information and require them to enter into a written agreement to protect the confidentiality of such information. The obligation for confidentiality under the provisions of this Agreement shall be continuing.

3. Security: CONSULTANT shall institute any and all security

procedures necessary to insure that the Confidential Information is not disclosed to third parties in violation of this Agreement. CONSULTANT may disclose the Confidential Information only to those officers, directors, employees, and agents, and representatives of CONSULTANT approved by the DRPA’s Chief Engineer who need access to the Confidential Information for the project services. All such officers, directors, employees, agents, and representatives must be informed of the existence and nature of this provision. The parties hereto are responsible for the compliance of such officers, directors, employees, agents, and representatives with the terms and conditions of this Agreement.

4. Return of Confidential Information: CONSULTANT hereby

agrees that within thirty (30) days of the expiration or termination of this Agreement, CONSULTANT shall return to the DRPA all copies in its possession of Confidential Information as well as all copies of any and all other documents and information obtained by CONSULTANT or any of its representatives, agents, employees, officers, directors, or shareholders, whether originally supplied by DRPA or prepared on DRPA’s behalf by or under CONSULTANT’s direction.

5. Disclosures and Discovery Requests: If a subpoena, discovery

request, Court Order, Freedom of Information Request, or any other request or demand authorized by law seeking disclosure of the Confidential Information is received by the CONSULTANT, CONSULTANT shall notify the DRPA thereof with sufficient promptness so as to enable the DRPA to investigate the circumstances, prepare any appropriate documentation and seek to quash the subpoena, to seek a protective order, or to take such other action regarding the request as it deems appropriate. In the

46

absence of a protective order, disclosure shall be made, in consultation with the DRPA, of only that part of the Confidential Information as is legally required to be disclosed. If at any time Confidential Information is disclosed in violation of this Agreement, the CONSULTANT shall immediately give the DRPA written notice of that fact and a detailed account of the circumstances regarding such disclosure to the DRPA.

KK. GOVERNING LAW

The laws of the State of New Jersey shall govern the validity, interpretation, construction, and performance of these terms and conditions.

LL. ENTIRE AGREEMENT

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

MM. 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.

NN. CAPTIONS

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

OO. ASSIGNMENT

This Agreement may not be assigned without the prior written consent of the other party, which consent shall not be unreasonably withheld.

PP. 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 same valid and enforceable, or shall be deemed excised from this Agreement as the case may require.

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QQ. NO THIRD PARTY BENEFICIARIES

The parties to this Agreement do not, by entering into this Agreement, intend to confer any benefit to a third party.

RR. NOTICES

All communications which may be or are required to be given by either party to the other herein shall be in writing and by personal delivery or delivered or sent by prepaid registered mail to the parties at the addresses set forth below. If to CONSULTANT: If to DRPA: Michael P. Venuto, P.E., P.L.S. Chief Engineer Delaware River Port Authority One Port Center, 2 Riverside Drive PO Box 1949 Camden, NJ 08101-1949 With a copy to: Danielle L. McNichol General Counsel Delaware River Port Authority One Port Center, 2 Riverside Drive PO Box 1949 Camden, NJ 08101-1949

[REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]

SUMMARY OF RATES FOR GENERAL ENGINEERING CONSULTING SERVICES

CIVIL AND STRUCTURAL ENGINEERING 1. Direct Labor Rates

Classification Hourly Rate Project Principal Project Manager Project Engineer Senior Engineer Engineer Architect Assistant Engineer Engineer Trainee Technician CAD Drafter Survey Crew Chief Survey Staff Clerical

2. Overhead (as a percentage of Direct Labor) 3. Profit (maximum 10%) NOTE: Any material, supplies or other things acquired by the CONSULTANT that has a remaining useful life after completion of the work and for which the CONSULTANT receives reimbursement shall be delivered to the Authority prior to receive of final fee payment.

Form IG-4 Amended 12/12/12

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

$

revised 6/4/13

Form IG-5 Amended 12/12/12

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____________________________

revised 6/4/13

DELAWARE RIVER PORT AUTHORITY Proposer: Address: Telephone Number: Contact Person:

SUBCONSULTANT & SUPPLIER SOLICITATION SHEET

Proposal Date:______________________ Contract No: General Engineering Consulting Services Civil and Structural Engineering MBE Contract Goal 7% WBE Contract Goal 3%

FAILURE TO SUBMIT THE REQUIRED INFORMATION ON SUBCONSULTANT AND SUPPLIER SOLICITATIONS FOR MBEs AND WBEs ALIKE MAY RESULT IN REJECTION OF THE PROPOSAL AS BEING NON-RESPONSIVE. List all firms MBEs and WBEs alike solicited to perform subconsulting work or to provide bona fide services.

FIRM NAME, ADDRESS, TELEPHONE & FAX NUMBER WITH AREA CODE, AND

CONTACT PERSON OF SUBCONSULTANT/SUPPLIER

MBE/WBE

CERTIFICATION INFORMATION (IF APPLICABLE)

TYPE OF SUBCONTRACT WORK OR SERVICES

SOLICITED

DATE CONTACTED

PHONE MAIL FAX

QUOTE RECEIVED

YES NO

PLEASE SUPPLY ANY OTHER INFORMATION WHICH MAY POSITIVELY IMPACT ON DETERMINATION OF YOUR FIRM AS A RESPONSIVE PROPOSER ON ADDITIONAL SHEETS.

FORM A-205 (2-00)

DELAWARE RIVER PORT AUTHORITY Proposal: Address: Telephone Number: Contact Person:

MBE/WBE SUBCONSULTANT & SUPPLIER

COMMITMENT SHEET

PROPOSAL AMOUNT Proposal Date __________ $______ General Engineering Consulting Services Civil and Structural MBE Contract Goal 7% WBE Contract Goal 3%_

FAILURE TO SUBMIT THE REQUIRED INFORMATION ON THE SUBCONSULTANT AND SUPPLIER PARTICIPATION MBEs AND WBEs MAY RESULT IN REJECTION OF THE PROPOSAL AS BEING NON-RESPONSIVE. List all MBE and WBE firms with whom you have made tentative commitments committed to perform subconsulting work or provide bona fide services. FIRM ADDRESS TELEPHONE NO. CONTACT PERSON

MBE/WBE

CERTIFICATION INFORMATION

(if applicable)

METHOD CONTACTED

PHONE MAIL FAX

DESCRIPTION OF WORK PERFORMING OR GOODS SUPPLIED

AGREEMENT AMOUNT

Agreement

$

Agreement

$

Agreement

$

Agreement

$

Agreement

$

PLEASE SUPPLY ANY OTHER INFORMATION WHICH MAY POSITIVELY IMPACT ON DETERMINATION OF YOUR FIRM AS A RESPONSIVE PROPOSER ON ADDITIONAL SHEETS. If the contract’s MBE and WBE goal is not achieved through a combination of subconsultant and provider of bona fide services activity, you must supply, with your proposal, evidence of your good faith efforts to use MBEs and WBEs on the project in order for a determination to be made that your firm is a responsive and responsible proposer. SIGNATURE - AUTHORIZED REPRESENTATIVE: DATE FORM A-206 (2-00)