2-RFPDOC 6000002311.docx

Lillian D. Valenti Chief Procurement Officer

<FIRM NAME>

- PAGE 2 - <DATE>

REQUEST FOR PROPOSAL

PERFORMANCE OF EXPERT PROFESSIONAL EXECUTIVE RECRUITMENT SERVICES AS REQUESTED ON A “CALL-IN” BASIS DURING 2025 THROUGH 2028

RFP# 6000002311

PROPOSAL SUBMISSION TEMPLATE

I. BACKGROUND:

The Port Authority of New York and New Jersey (the “Authority” or “Port Authority”) “Call-In” Program (the “Program”) is initiated through an initial Request for Proposal (RFP) solicitation in order to be considered for the performance of expert professional executive recruitment services as requested on a “task order” basis.

As the need(s) arise to fill identified executive positions, position requirements will be sent to firms selected in the appropriate functional categories. Upon receipt of a request from the Authority, the selected Consultant shall submit a schedule for performance of the requested search. Approval of said schedule, and direction from the Authority to proceed, shall authorize performance of services under the Agreement.

II. INSTRUCTIONS:

The Port Authority of New York and New Jersey (the “Authority” or “Port Authority”) is seeking Proposals in response to the subject RFP for executive recruitment services on an “task order” basis. Each Agreement will be for a four-year term.

The scope of services to be performed by you are set forth in Attachment A to the Authority’s standard agreement (the “Agreement”) included herewith. You should carefully review this Agreement as it is the form of agreement that the Authority intends that you sign in the event of acceptance of your Proposal and forms the basis for the submission of Proposals. At its discretion, the Authority may retain multiple firms for performance of the subject services.

The Firm proposing (Prime Firm) must use this Proposal Template and Proposal forms. We have provided the Proposal Template and Proposal forms to Proposers as Microsoft Word format editable files. Firms are permitted to add lines or rows to tables in the Proposal forms where this is indicated but must make no other material change to the Proposal Template or Proposal forms. We have not included page limits in the Proposal Template. But in providing responses to questions, the Firm should use the space allocated in the Proposal Template and be mindful of the length the Firm’s response to the question asked.

All questions should be directed in writing via email to the Solicitation Manager, Monika Radkowska, mradkowska@panynj.gov.

For purposes of Proposal presentation, the Firm proposing should separate each section of the Proposal by using a numbered tab, as shown in the table below.

III. PRE-PROPOSAL MEETING

The Pre-Proposal Meeting is intended to review requirements from the Authority Departments including Office of Diversity, Equity and Inclusion, Human Resources, Treasury – Risk, and Procurement.

Firms are encouraged to attend the Pre-Proposal Meeting to gain more awareness regarding the services requested in this RFP, future task order solicitations, and the overall procurement process.

A virtual Pre-Proposal Meeting is scheduled on August 7, 2024, at 11:00 A.M. Eastern Time (ET). On August 7, 2024, please use the below link to access the meeting. If you have any issues connecting, please email Monika Radkowska, mradkowska@panynj.gov.

Event address for attendees:

https://teams.microsoft.com/l/meetup-join/19%3ameeting_YTZlMjkyOWYtN2IyMy00MzI2LTk0NTgtY2E3MTYyMzE4MDcw%40thread.v2/0?context=%7b%22Tid%22%3a%22c4484a25-d0d8-4ad0-916a-a889b6aa7a02%22%2c%22Oid%22%3a%22454d7227-5fc4-4d8f-8b83-a7ed01b24343%22%7d

IV. PROPOSER REQUIREMENTS:

Only proposals from firms that can demonstrate compliance with the following requirements shall be considered:

1. Firm shall demonstrate at least five (5) years of experience in providing executive recruitment services in any category(ies) as included in this RFP. Alternatively, Proposer may fulfill this prerequisite if the Proposer can demonstrate to the satisfaction of the Authority that the persons or entities owning and controlling the Proposer have had a cumulative total of at least five (5) years of experience immediately prior to the date of the submission of its Proposal in the performance of executive search services. To demonstrate this experience, we ask firms to list at least five (5) executive placements in the past five (5) years in any category as included in this RFP.

2. Firm shall demonstrate at least two (2) relevant placements; at the C-Suite level or at least two levels below, within the category(ies) for which your firm is applying during the past two (2) years prior to the date of submission of proposal.

A determination that a Prime Firm meets the forgoing requirement(s) is no assurance that the firm will be selected for performance of the subject services. Prime firms that do not meet these requirements shall not be considered.

V. INSTRUCTIONS AND ADDITIONAL INFORMATION:

Tab

· Cover Sheet

· Attachment B – Agreement on Terms of Discussion

(Attachment C) Proposer must include a completed

· Attachment C – Company Profile

Firms may duplicate the below attachments as required, to demonstrate compliance with said Proposer Requirements listed in Section IV:

· Attachment D-1 – Executive Search Experience

· Attachment D-2 – Relevant Placements Joint venture partnerships shall not be considered.

· Attachment E – Retainer Fee

(Statement) If the Firm proposing or any employee, agent or subcontractor/subconsultant of the Firm may have or may give the appearance of a possible conflict of interest, the Firm shall include in its Proposal a Conflict of Interest Statement indicating the nature of the conflict and a proposed Mitigation Plan. The Port Authority reserves the right to disqualify the Firm if, in its sole discretion, any interest disclosed from any source could create, or give the appearance of, a conflict of interest. The Port Authority reserves the right to disqualify the Firm if, in its sole discretion, it is not possible to mitigate the conflict of interest, with respect to any conflict disclosed from any source. The Port Authority's determination regarding any question(s) of conflict of interest shall be final.

· Attachment A

ADDITIONAL INFORMATION

The Authority shall accept only those proposals in electronic format for which the submission or modification is completed at the time of the Proposal Due Date. Proposal submissions will be accepted by upload only, at https://panynj.bonfirehub.com/portal/?tab=login and must be uploaded and received by the Authority no later than 2:00 P.M. Eastern Time (ET) on August 21, 2024. Emailed submissions, hand deliveries and mailed deliveries (e.g., UPS, USPS) will not be accepted.

Proposal submissions must be uploaded, submitted, and finalized prior to the Proposal Due Date. The Firms proposing are strongly urged to allow sufficient time of at least one (1) day prior to the Proposal Due Date to begin the uploading process and finalizing the Proposal submission. The Firms proposing will receive an email confirmation receipt with a unique confirmation number once a proposal submission is finalized.

The Firm will be permitted to submit modifications to Proposals or withdraw previously submitted Proposals electronically up to, but not after, the time of the Proposal Due Date.

All questions must be submitted in writing and received no later than five business days prior to the RFP due date. All questions shall be directed, via email, to the Solicitation Manager, Monika Radkowska at mradkowska@panynj.gov.

After consideration of these factors, the Port Authority may enter into negotiations with the firm(s) deemed best qualified in terms of the foregoing factors to perform the required services.

REQUEST FOR PROPOSAL

PERFORMANCE OF EXPERT PROFESSIONAL EXECUTIVE RECRUITMENT SERVICES AS REQUESTED ON A “CALL-IN” BASIS DURING 2025 THROUGH 2028

RFP# 6000002311

[PROPOSAL DUE date]

[PROPOSER NAME]

Lillian D. Valenti Chief Procurement Officer

4 World Trade Center l 150 Greenwich Street, 21st floor l New York, NY 10007

1399817 agreement on terms of DISCUSSION (attachment B)

Agreement on Terms of Discussion (Attachment B) Proposer must include a completed and signed Attachment B form.

ATTACHMENT B

PERFORMANCE OF EXPERT PROFESSIONAL EXECUTIVE RECRUITMENT SERVICES AS REQUESTED ON A “TASK ORDER” BASIS DURING 2025 THROUGH 2028

AGREEMENT ON TERMS OF DISCUSSION

The Port Authority’s receipt or discussion of any information (including information contained in any proposal, vendor qualification(s), ideas, models, drawings, or other material communicated or exhibited by us or on our behalf) shall not impose any obligations whatsoever on the Port Authority or entitle us to any compensation therefor (except to the extent specifically provided in such written agreement, if any, as may be entered into between the Port Authority and us). Any such information given to the Port Authority before, with or after this Agreement on Terms of Discussion (“Agreement”), either orally or in writing, is not given in confidence. Such information may be used, or disclosed to others, for any purpose at any time without obligation or compensation and without liability of any kind whatsoever. Any statement which is inconsistent with this Agreement, whether made as part of or in connection with this Agreement, shall be void and of no effect. This Agreement is not intended, however, to grant to the Port Authority rights to any matter, which is the subject of valid existing or potential letters patent.

Any information (including information contained in any proposal, vendor qualification(s), ideas, models, drawings, or other material communicated or exhibited by us or on our behalf) provided in connection with this procurement is subject to the provisions of the Port Authority Public Records Access Policy adopted by the Port Authority’s Board of Commissioners, which may be found on the Port Authority website at: http://corpinfo.panynj.gov/documents/Access-to-Port-Authority-Public-Records/. The foregoing applies to any information, whether or not given at the invitation of the Authority.

(Company)

(Signature)

(Title)

(Date) company PROFILE (attachment C)

Company Profile (Attachment C) Proposer must include a completed Attachment C form.

ATTACHMENT C

COMPANY PROFILE

1. Company Legal Name as shall appear in the Agreement:

2. Business Mailing Address: ______________________________________________________________________________________________________________________________________________________

6. Officer or Principal of Firm, Title, and email address:

7. Name, telephone number, and email address of contact for questions:

8. Is your firm a registered vendor with the Port Authority? Yes No If yes, please provide your Vendor ID number: ________________

9. If applicable, indicate whether your firm is certified by the Authority in any of the below categories. Please also attach a copy of your Authority certification as a part of this profile.

Minority Business Enterprise (MBE)

Women-owned Business Enterprise (WBE)

Small Business Enterprise (SBE)

Disadvantaged Business Enterprise (DBE)

Service-disabled Veteran-owned Business Enterprise (SDVOB)

If your firm is an MBE/WBE/SBE/DBE/SDVOB not currently certified by the Authority, see the Authority’s website – https://www.panynj.gov/port-authority/en/business-opportunities/supplier-diversity/certification.html, to receive information and apply for certification.

Note: Company Legal Name shall be identical to the firm’s name in the EIN. Failure to comply with this requirement may lead to delays in contract awards and contract payments.

Proposer Requirements

For each functional category for which your firm proposes to perform services, check the appropriate box(es) for the type of search(es) you intend to provide.

1. |_| Engineering, Architecture, Construction, Project Management

2. |_| Transportation (Aviation, Port, Rail, Bridges, Tunnels)

3. |_| Facilities Management

4. |_| Energy/Environmental/Sustainability

5. |_| Finance & Real Estate

6. |_| Legal

7. |_| Security/Law Enforcement

8. |_| General Corporate (HR, Procurement)

9. |_| Media/Marketing

10. |_| Health & Safety

11. |_| Technology

12. |_| Veterans

13. |_| Diversity The Authority will consider only those firms who are able to demonstrate compliance with the proposer requirements stated in Section IV.

RELEVANT experience and PLACEMENTS (AttachmentS d-1 and d-2)

1. Firm shall demonstrate at least five (5) years of experience in providing executive recruitment services in any category(ies) as included in this RFP. Alternatively, Proposer may fulfill this prerequisite if the Proposer can demonstrate to the satisfaction of the Authority that the persons or entities owning and controlling the Proposer have had a cumulative total of at least five (5) years of experience immediately prior to the date of the submission of its Proposal in the performance of executive search services. To demonstrate this experience, we ask firms to list at least five (5) executive placements in the past five (5) years in any category as included in this RFP.

2. Firm shall demonstrate at least two (2) relevant placements; at the C-Suite level or at least two levels below, within the category(ies) for which your firm is applying during the past two (2) years prior to the date of submission of proposal.

Firms may duplicate Attachments D-1 and D-2, as required, to demonstrate compliance with Section IV.

ATTACHMENT D-1

EXECUTIVE SEARCH EXPERIENCE

Firm shall demonstrate at least five (5) years of experience in providing executive recruitment services in any category(ies) as included in this RFP. To demonstrate this experience, we ask firms to list at least five (5) executive placements in the past five (5) years in any category as included in this RFP. Firms may duplicate Attachment D-1, as required, to demonstrate compliance with Section IV.

Placement #1 (insert Category Title):

Client Name:

Title of Placement:

Date of Placement:

Placement #2 (insert Category Title):

Client Name:

Title of Placement:

Date of Placement:

Placement #3 (insert Category Title):

Client Name:

Title of Placement:

Date of Placement:

Placement #4 (insert Category Title):

Client Name:

Title of Placement:

Date of Placement:

Placement #5 (insert Category Title):

Client Name:

Title of Placement:

Date of Placement:

ATTACHMENT D-2

RELEVANT PLACEMENTS

Firm shall demonstrate at least two (2) relevant placements; at the C-Suite level or at least two levels below, within the category(ies) for which your firm is applying during the past two (2) years prior to the date of submission of proposal. Firms may duplicate Attachment D-2, as required, to demonstrate compliance with Section IV.

Insert CATEGORY TITLE:

Placement #1 Client Name:

Title of Placement:

Date of Placement:

Placement #2 Client Name:

Title of Placement:

Date of Placement:

Insert CATEGORY TITLE:

Placement #1 Client Name:

Title of Placement:

Date of Placement:

Placement #2 Client Name:

Title of Placement:

Date of Placement:

Insert CATEGORY TITLE:

Placement #1 Client Name:

Title of Placement:

Date of Placement:

Placement #2 Client Name:

Title of Placement:

Date of Placement:

COST (ATTACHMENT E)

RETAINER FEE

Firms wishing to provide Executive Search Services shall provide a retainer fee as provided in Paragraph 8 of the Authority Standard Agreement regarding compensation. Executive searches shall be performed on an exclusive basis and the retainer fee paid in installments at various agreed upon points during the search.

conFLICT OF INTEREST (STATEMENT)

Conflict of Interest If the Firm proposing or any employee, agent or subcontractor/subconsultant of the Firm proposing may have or may give the appearance of a possible conflict of interest, the Firm shall include in its proposal a statement indicating the nature of the conflict. The Port Authority reserves the right to disqualify the Firm if, in its sole discretion, any interest disclosed from any source could create, or give the appearance of, a conflict of interest. The Port Authority's determination regarding any question(s) of conflict of interest shall be final.

The Firms proposing are advised that, while not currently anticipated, nothing herein shall preclude the Port Authority from determining at a subsequent point in time during performance of the services contemplated hereunder gives rise to the existence of, or the appearance of, a conflict of interest, and thereby conclude that a firm(s) selected for performance of the subject services, is/are expressly precluded from participation in, or the performance of other procurement opportunities for any project on which the firm has provided such services. The Firms proposing are directed to the Conflict-of-Interest paragraph of the attached Standard Agreement. The Firms proposing are further advised that under this Agreement, firms must provide, upon receipt of a Task Order issued by the Port Authority, written notice to the Port Authority of any existing or potential conflict of interest the firm(s) may have in the performance of services under this Agreement.

Conflict of Interest Statement (describe the nature of the conflict):

[INSERT RESPONSE HERE]

Mitigation Plan:

[INSERT RESPONSE HERE]

ATTACHMENT A

SCOPE OF SERVICES

PERFORMANCE OF EXPERT PROFESSIONAL EXECUTIVE RECRUITMENT SERVICES AS REQUESTED ON A “CALL-IN” BASIS DURING 2025 THROUGH 2028

I. BACKGROUND

For background with respect to The Port Authority of New York and New Jersey (the “Authority”) see www.panynj.gov. Additionally, the most recent electronic version of the Authority’s Annual Report is available at http://www.panynj.gov/corporate-information/annual-reports.html.

The Authority continues to build its human capacity through the recruitment of a qualified and diverse workforce who possess the skills required to achieve the agency’s business objectives. Towards that purpose, the Human Resources Department is seeking to develop a list of qualified executive search firms. These firms shall provide professional and specialized recruitment services as needed.

The functional areas of specialization at the Authority include:

· Engineering, Architecture, Construction, Project Management

· Transportation (Aviation, Port, Rail, Bridges, Tunnels)

· Facilities Management

· Energy/Environmental/Sustainability

· Finance & Real Estate

· Legal

· Security/Law Enforcement

· General Corporate (HR, Procurement)

· Media/Marketing

· Health & Safety

· Technology

· Veterans

· Diversity

II. SCOPE OF WORK

The services of the Consultant shall generally consist of but are not limited to managing executive, retained searches from start to finish which includes sourcing and assessing a diverse pool of well-qualified candidates for executive level positions within the Authority, as required. Anticipated staffing categories are as outlined above, included herewith and made a part hereof. In response to a request to fill a specific vacancy, the Consultant shall source, identify and screen prospective candidates. Those candidates best meeting the position requirements shall be submitted to the Authority for consideration. After review of candidate(s) submitted, the Authority may interview, or further screen said candidate(s), as appropriate.

III. DESCRIPTION OF CONSULTANT TASKS

Tasks to be performed by the Consultant may include, but shall not be limited to:

Specific tasks to be performed by the Consultant for each of the executive searches shall include, but not be limited to:

1. Consult with Authority senior staff to:

a. Review and discuss position description(s) and requirements and to propose changes thereto as appropriate, for review and approval by the Director of Human Resources;

b. Discuss organization structure, culture, candidate profile/qualifications, search strategy/approach, timeline and expectations;

2. Develop a recruitment plan which identifies a select list of target organizations, individuals, industry sources and professional networks for review and approval by the Authority. This shall also include a robust diversity outreach and recruitment plan.

3. Conduct preliminary screening of candidate(s) and interview(s) as appropriate, to assess qualifications and interest in the position which includes but is not limited to contacting the candidate to assess the candidate’s interest, salary expectations, etc. prior to actually interviewing the candidate.

4. Perform preliminary reference checks to validate past performance and qualifications, verify and authenticate the candidate’s credentials and document your findings. Consultant shall provide the Authority a written summary of this check for each candidate. Documentation shall include candidate profile(s) and credentials, as well as an assessment of individual strengths and weaknesses with respect to the position.

5. Meet with Authority staff to present and discuss qualified candidates for consideration and provide detailed profile summaries of the candidates including biographical data, a thorough summary of business experience, and formal analysis and recommendations. Consultant shall make every effort to source and attract a highly qualified, diverse slate of candidates.

6. Conduct progress meetings on a weekly basis, detailing your activities and progress as well as develops and implements strategy and action steps necessary to complete the assignment in an expeditious manner.

7. Provide written and verbal progress reports to the Project Manager, as required. Reports shall include, but are not limited to:

1. Sourcing and outreach efforts made to date including potential prospects

2. Proposed candidates

3. Candidate pool demographic summaries

4. General findings and status updates, as appropriate

8. Attend and/or facilitate follow-up meetings between the Authority and the candidate(s) as required, and make recommendations to the Authority on candidate selection, giving your reasons therefor.

9. Upon selection of a candidate(s), conduct in-depth reference checks on each finalist and submit to the Authority a comprehensive summary report documenting your findings. Consultant shall conduct reference checks on final candidates at the Project Manager’s request. A reference check summary report shall be sent to the Project Manager for review and use. The Consultant shall contact the finalist to ask any questions.

10. Assist the Authority in the negotiation of a final offer and terms of employment.

4 World Trade Center l 150 Greenwich Street, 21st floor l New York, NY 10007

P.A. AGREEMENT # ***-**-***

DATE

FIRM

ADDRESS

CITY, ST ZIP

Attention: CONTACT, TITLE

SUBJECT: PERFORMANCE OF EXPERT PROFESSIONAL EXECUTIVE RECRUITMENT SERVICES AS REQUESTED ON A "CALL-IN" BASIS DURING 2025 THROUGH 2028

Dear Mr./Ms. CONTACT:

1. The Port Authority of New York and New Jersey (the "Authority" or "Port Authority") hereby offers to retain FIRM NAME (the “Consultant" or "you") to provide expert professional services as more fully set forth in Attachment A, which is attached hereto and made a part hereof, on a "call-in" basis during 2025 through 2028.

The Authority does not guarantee the ordering of any services under this Agreement and specifically reserves the right, in its sole discretion, to use any person or firm to perform the type of services required hereunder.

This Agreement shall be signed by you and by the Authority’s Chief Procurement Officer. As used herein, “the Director” shall mean the Chief of Human Capital of the Authority, or their duly authorized representatives.

For the purpose of administering this Agreement, the Director has designated DAR NAME, TITLE, to act as their duly authorized representative. The Project Manager for this project is NAME, tel. (***) ***-****, or e-mail address: ****@panynj.gov.

2. Time is of the essence. Your services shall be performed as expeditiously as possible and at the time or times required by the Director.

3. Subcontracting/Subconsulting is expressly prohibited under this Agreement.

4. In response to a request for specific services hereunder and prior to the performance of any such services, you shall submit, in writing, to the Director for approval, an estimated cost and staffing analysis of such services. You shall begin performing services under this Agreement upon your receipt of the Director’s written (1) approval of such cost and (2) direction to proceed. At the point at which your expenditures for such services reach such approved estimated cost, you shall not continue to render any such services. Preparation of cost estimates and staffing analysis mentioned in this paragraph and in Paragraph 6 shall not be a compensable service hereunder.

5. In order to effectuate the policy of the Authority, the services provided by the Consultant shall comply with all provisions of federal, state, municipal, local and departmental laws, ordinances, rules, regulations, and orders which would affect or control said services as if the services were being performed for a private corporation, unless the Authority standard is more stringent, in which case the Authority standard shall be followed, or unless the Consultant shall receive a written notification to the contrary signed by the Director personally, in which case the requirements of said notification shall apply.

6. The Consultant shall meet and consult with Authority staff as requested by the Director in connection with any service to be performed herein. All items to be submitted or prepared by the Consultant hereunder shall be subject to the review of the Director. The Director may disapprove if, in his/her sole opinion said items are not in accordance with the requirements of this Agreement, accepted professional standards, or are impractical, uneconomical or unsuited in any way for the purpose for which the contemplated construction or services is intended. If any of the said items or any portion thereof are so disapproved, the Consultant shall forthwith revise them until they meet the approval of the Director, but the Consultant will not be compensated under any provision of this Agreement for performance of such revisions. No approval or disapproval or omission to approve or disapprove, however, shall relieve the Consultant of its responsibility under this Agreement to furnish the requested services in accordance with an agreed upon schedule, and in accordance with professional standards.

1) First payment: within 30-days of receipt of authorization from the Director to proceed with the performance of services, Consultant shall submit an invoice in the amount equal to one-third of the fee, plus out-of-pocket expenses:

2) Second payment: 60-days after receipt by the Authority of the first invoice, the Consultant shall submit its second invoice in the amount equal to one-third of the fee, plus out-of-pocket expenses.

3) Third payment: 90-days after receipt by the Authority of the first invoice, or “at the time of hire” the Consultant shall submit its final invoice, in the amount equal to one-third of the fee, plus out-of-pocket expenses.

In the event the candidate resigns or is fired within ninety (90) days of the date of hire, the Consultant shall provide a replacement candidate that results in a hire without additional compensation. If no hire of a replacement is made, the Consultant shall not be entitled to a fee for the placement.

B. The Consultant will be compensated at an amount equal to the out‑of‑pocket expenses, approved in advance by the Director, necessarily and reasonably incurred and actually paid by you in the performance of your services hereunder. Out‑of‑pocket expenses are expenses that are unique to the performance of your services under this Agreement and generally contemplate the purchase of outside ancillary services, except that for the purpose of this Agreement, out‑of‑pocket expenses do include amounts for long distance telephone calls, rentals of equipment, travel and local transportation and meals and lodging on overnight trips.

The Authority will pay an amount approved in advance by the Director and computed as follows for the reproduction of submittal drawings, specifications and reports:

1) If the Consultant uses its own facilities to reproduce such documents, an amount computed in accordance with the billing rates the Consultant customarily charges for reproduction of such documents under agreements such as this, or

2) If the Consultant uses an outside vendor for the reproduction of such documents, the actual, necessary and reasonable amounts for the reproduction of such documents.

The Authority will not pay for expenses that are usually and customarily included as part of the Consultant's overhead. For the purposes of this Agreement out-of-pocket expenses do not include amounts for typing, utilization of computer systems, computer aided design and drafting (CADD), cameras, recording or measuring devices, flashlights and other small, portable equipment, safety supplies, phones, telephone calls, electronic messaging including Fax, or expendable office supplies. Unless otherwise indicated, required insurance is not a reimbursable expense.

When the Consultant uses its personal vehicle to provide services within the Port District, the Consultant will be reimbursed for travel expenses beyond normal commuting costs at a rate not higher than the Annual Federal Mileage Reimbursement Rate (as determined by the United States General Services Administration (GSA) – http://www.gsa.gov/portal/content/100715 per mile traveled by auto.

When the Consultant is asked to provide services outside the Port District, the actual cost of transportation as well as the cost for hotel accommodations and meals will be reimbursable hereunder when approved in advanced in writing by the Director. The cost for all meals and lodging on approved overnight trips is limited to the amounts established by the United States GSA for that locality.

GSA Domestic Rates: http://www.gsa.gov/portal/category/21287 You shall obtain the Director’s written approval prior to making expenditures for out-of-pocket expenses in excess of one thousand dollars ($1,000) per specific expenditure and for all overnight trips, which are reimbursable expenditures as set forth above. You shall substantiate all billings for out‑of‑pocket expenses in excess of twenty-five dollars ($25) with receipted bills and shall provide said receipts with the appropriate billing.

C. As used herein:

"Port District" is a geographical area of about 1,500 square miles in the States of New York and New Jersey, centering about New York Harbor. The Port District includes the Cities of New York and Yonkers in New York State, the cities of Newark, Jersey City, Bayonne, Hoboken and Elizabeth in the State of New Jersey and over 200 other municipalities, including all or part of seventeen counties, in the two States.

9. You shall keep and submit receipts of reimbursable expenditures hereunder and, notwithstanding any other provision of this Agreement, failure to do so shall constitute a conclusive waiver of any right to compensation for such services or expenses as are otherwise compensable hereunder. The Authority will have the right to audit all such records.

The Authority will have the right to inspect your records pertaining to any compensation to be paid hereunder, such records to be maintained by you for a period of three years after completion of services to be performed under this Agreement.

17. Notwithstanding anything to the contrary herein, the work product of the Consultant, its officers, agents, employees, or sub-consultants which is produced in accordance with the Agreement, whether it consists of computer programming or documentation thereof, including source code, and on any media whatsoever, shall be deemed to belong exclusively to the Authority, and the Authority will have the exclusive right to obtain and to hold in its own name any and all copyrights, patents, trade secrets and/or other proprietary rights and protection as may be produced as part of this work product, including the right to extensions or renewals, where appropriate. The work product shall not be destroyed or released to anyone outside of the Authority without express written authorization of the Director. The Authority will have the exclusive right to use or permit the use of them and of any ideas or methods represented by them for any purpose and at any time without compensation other than that specifically provided for herein. You agree to contract with your employees for the benefit of the Authority to ensure that the Authority has such rights and to give to the Authority or any party designated by the Authority all assistance reasonably required to perfect the rights herein above stated. You shall indemnify and hold harmless the Authority against any claims of proprietary rights infringement arising out of such use of your work product.

"Minority group" means any of the following racial or ethnic groups:

A. Black persons having origins in any of the Black African racial groups not of Hispanic origin;

1. Hispanic (a person of Puerto Rican, Mexican, Dominican, Cuban, Central or South American descent of either Native American or Latin American origin, regardless of race);

1. Asian and Pacific Islander persons having origins in any of the original peoples of the Far East, Southeast Asia, the Indian subcontinent or the Pacific Islands;

1. American Indian or Alaskan Native persons having origins in any of the original peoples of North America and maintaining identifiable tribal affiliations through membership and participation or community identification.

"Service-disabled Veteran, with a service-connected disability" means:

1. The term “service-connected” means, with respect to disability or death, that such disability was incurred or aggravated, or that the death resulted from a disability incurred or aggravated, in line of duty in the active military, naval, or air service.

1. The term “veteran” means a person who served in the active military, naval, or air service, and who was discharged or released therefrom under conditions other than dishonorable.

The Authority has set a goal of twenty percent (20%) participation by qualified and Authority certified MBEs and ten percent (10%) for qualified and Authority certified WBEs on technical service projects for a total combined MWBE goal of thirty percent (30%), and three percent (3%) of the total contract price for Port Authority certified SDVOBs or SDVOBs certified in the State of New York.

MBE/WBE participation goals may be subject to change during the duration of this Agreement and any options or extensions thereof. Any new participation goals determined by the Authority shall be applicable to and considered a part of this Agreement. The current participation goals will be posted on the Authority’s website at https://www.panynj.gov/port-authority/en/business-opportunities/Vendor-Resources.html as PA Form 4250, “MBE/WBE Participation-Professional Services Call-In”. You must consult PA 4250 prior to proposing on any Task Orders issued under this Agreement.

To be "certified" a firm must be certified by the Authority's Office of Diversity, Equity and Inclusion (ODEI).

In order to facilitate the meeting of this goal, the Consultant shall use every good-faith effort to utilize subconsultants who are Authority certified MBE/WBE/SDVOBs to the maximum extent feasible.

Good faith efforts to include and facilitate participation by MBE/WBE/SDVOBs shall include, but not be limited to the following:

The Authority has a list of certified MBE/WBE/SDVOB service firms which is available to you at https://www.panynj.gov/port-authority/en/business-opportunities/supplier-diversity/directories -of-MWBE.html. The Consultant will be required to submit to the Authority's ODEI for certification the names of MBE/WBE/SDVOB firms it proposes to use who are not on the list of certified MBE/WBE/SDVOB firms.

The Consultant shall include their MBE/WBE Participation Plans (Form PA 3760C) with their task order proposals, to be reviewed and approved by the Authority’s ODEI. Concerning SDVOB participation, the Consultant shall include their SDVOB Participation Plans (Form PA 3760SDV1) with their task order proposals, to be reviewed and approved by the Authority’s ODEI.

The Consultant must submit an MBE/WBE/SDVOB Participation Plan for each MBE/WBE/SDVOB subconsultant. Each Participation Plan shall contain, at a minimum, the following: