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Passenger Ferry Operation

Request for Proposal

INTRODUCTION

This is a Request for Proposals for a ferry operator to operate all aspects of the RiverLink Ferry System (RLFS), including but not limited to ferry service, customer support, and marketing for a two-year contract (2011 and 2012), with a third year option (2013).

The Delaware River Port Authority (DRPA) owns a double-ended ferry, the Freedom, that operates seasonally for recreational purposes between docks at Penn s Landing in Philadelphia, Pennsylvania and Wiggins Park in Camden, New Jersey. The ferry system is marketed under the name RiverLink Ferry System . DRPA is a regional transportation agency serving the people of Southeastern Pennsylvania and Southern New Jersey. DRPA owns and operates the Benjamin Franklin, Walt Whitman, Commodore Barry, and Betsy Ross bridges, PATCO, and the Philadelphia Cruise Terminal.

The distance between the RiverLink Ferry System (RLFS) docks is 1/4 of a mile across the Delaware River, however, the ferry actually takes a ¾ mile 12-minute route to enable passengers to enjoy the waterfront. In 2011, the ferry will operate from 9:30 a.m. to 6:00 p.m. from May 1 to September 30, 2011 (Monday through Thursday); 6:30 p.m. - 7:00 p.m. (Friday through Sunday), with extended hours for major concerts at the Susquehanna Bank Center and other outdoor events selected by DRPA. Ferry passengers visit attractions in New Jersey such as the Battleship New Jersey, the Susquehanna Bank Center, the Adventure Aquarium and Campbell s Field; and in Pennsylvania, the Independence Seaport Museum and Penn s Landing events. The Penn s Landing dock is also within seven blocks of the Liberty Bell Center and Independence Mall. Efforts are being made to tie these venues into passengers perception of the waterfront. School and other groups utilize the ferry for field trips between the aforementioned attractions. The ferry offers predominantly round-trip ($7) tickets, but also sells one-way and multi-venue tickets, plus senior, children and group rates. The majority of ferry riders originate in Pennsylvania and the largest two single venues that stimulate ferry ridership are the Aquarium and Susquehanna Bank Center concerts. Ridership has been between 230,000-310,000 riders each year (counted each way versus roundtrip) for the past four years. A more detailed outline of ferry ridership for the past five years is attached in Appendix B.

The ferry can also be chartered for special events and transportation during non-public operating hours; the ferry is an open venue from 2011, available for booking based on scheduling by any suitable caterer or special events management firm for suitable uses. The operator s responsibility includes working with the caterer to encourage and make the ferry attractive for catered events.

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FERRY DESCRIPTION

The RLFS currently utilizes one boat, the Freedom Ferry. Freedom Ferry is a double-ended Subchapter K ferry that has a capacity of 600 passengers utilizing a five-man crew. At 400 passenger capacity, the ferry requires a four-man crew. The boat is 100 feet long and 43 feet wide, has two Caterpillar 3406 E main engines with Twin Disk 514C marine gears and independent steering. Registered tonnage of the ship is 98 GRT. The ferry is equipped with heating and air conditioning systems, with independent air conditioners in the wheelhouses.

The ferry has tiled flooring with bench seating for the passengers. There is a stereo and audio system for the entire vessel, a small concession area on each of the two levels and four restrooms. Wherever Ferry or Vessel is mentioned in this RFP, it refers to the aforementioned Freedom Ferry.

DOCK DESCRIPTON

The RiverLink Ferry System currently operates between 2 docks, the Penn s Landing dock in Philadelphia, PA, and the Wiggins Park dock located in Camden, NJ.

The Camden dock consists of a floating barge with one ferry slip. The ferry is moored at this dock when not in use. The ferry office is also located here and is equipped with two offices, a storage area and a waiting area that is heated in the winter and air conditioned in the summer. DRPA may construct a new ferry terminal along the Camden waterfront just north of the existing terminal location to be more centrally located to the Camden Waterfront activities. The Operator may be required to relocate New Jersey operations to the new north Ferry terminal.

The Penn s Landing dock is located next to the Independence Seaport Museum. This is a floating dock and with a six-foot tidal range. Penn s Landing provides a covered passenger queuing area, which is located behind the ticket booth (with two sales positions in the booth). Waste disposal and fueling are done at this dock in conjunction with the Delaware River Waterfront Corporation (formally known as the Penn s Landing Corporation.)

SCOPE OF SERVICES

Responsive proposals will demonstrate the operator s ability to prepare, maintain and operate the Ferry for the public operating season of May 1, 2011 to September 30, 2011 and the same period during 2012, during the operating hours of 9:30 a.m. (leave Camden) to 6:00 p.m. (last pick-up at 600 p.m. at Penn s Landing, with Camden dock at 5:30 p.m.) Monday through Thursday. :Last pick-up 6:30 p.m. Camden - 7:00 p.m. Philadelphia (Friday - Sunday). Operator will also be responsible for pre and post-season preparations, all vessel operating and security oversight vessel maintenance, maintenance of the docks and ferry during the off-season and winterization.

DRPA reserves the right to extend the season or alter the schedule during any portion of the contract with reasonable notice and a payment adjustment to the operator (if a payment adjustment is warranted, as determined by the DRPA). No change in the Operating Schedule shall be made by the Operator unless security or safety concerns arise, for which the Operator will use his discretion and

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notify DRPA accordingly. For all other reasons, prior written approval by DRPA is necessary and it shall not be unreasonably withheld.

Notwithstanding the regular operating schedule, from time to time, DRPA will require use of the Vessel for business purposes other than public transportation. DRPA reserves the right to temporarily suspend public use of the Vessel. In such a case, Operator will be compensated at the rate applicable for the period of such temporary suspension. Reasonable notice of any temporary suspension will be provided to the Operator.

At the conclusion of the two year term, DRPA shall have the unilateral option to extend the operating agreement for an additional one-year period (the Option Term ). Pending DRPA Board approval If DRPA exercises the option, the Option Term shall commence immediately upon the expiration of the original term, at operating fees mutually agreed upon by the parties. The parties will have 30 days to agree on fees. If no agreement is reached, DRPA may terminate the contract. If DRPA elects to exercise this option, it shall provide the Operator with sixty (60) days written notice prior to the expiration of the original two year term.

The following are operator responsibilities.

A. Coordination and Scheduling of Ferry Services: Operator shall coordinate with DRPA as to the operation and scheduling of ferry services, The Ferry season runs Saturdays and Sundays only in May and September with daily service between Memorial Day and Labor Day is 5/1 until 9/30 in 2011 and 2012 from 9:30 a.m. to 6:00 p.m. (Last pick-up 6:30 pm (Friday-Sunday), Camden and 7:00 p.m. Philadelphia. Additional service will be required for evening and special events on the waterfront, as required by DRPA and as explicated further in the RFP.

B. Control and Supervision of Ferry Services: Operator will provide trained, qualified, United States Coast Guard (USCG) approved personnel for manning the vessel and will manage and oversee the operation of the Ferry Services on a day-to-day basis. DRPA shall not be required to provide any staff or to oversee any part of the day-to-day operation of the Ferry Services, but will have at all times the right of inspection, observation, and comment on all such operations by Operator. Operator shall also obtain a company Security Officer for the vessel and facility; the security officer can be a crew member.

C. Ticket Sales and Fare Collection: Operator shall conduct ticket sales and fare collections. Operator shall provide all necessary cashiers and ticket sales personnel at the Docking Sites. Operator shall commence ticket sales at the Docking Sites at least thirty (30) minutes prior to the day s first scheduled departure. Operator is responsible for providing staff to manage passenger queues and provide information. For concerts and other peak passenger load events, Operator will provide at least two salespeople per dock, as well as any additional personnel required to sufficiently handle ticket sales and the safe boarding of passengers. For concerts and other peak passenger load events, Operator s additional sales and line management personnel must be on site and working at least two hours prior to the starting time of the event. Ticket booths will be provided by DRPA. DRPA shall provide tickets (designed at its discretion) for Operator to use. Operator shall also operate the RiverLink Ferry phone line, which includes but is not limited to responding to customer service calls, managing and making group reservations, and selling multi-venue tickets (e.g. Ship s

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Pass and River Pass, which include a ticket to the Vessel, the Seaport Museum, and the Battleship NJ, and the Seaport Museum, Vessel, and Aquarium, respectively). Operator must also provide phone service to market Vessel for charters by referring callers to DRPA s Suitable caterer. The phone line will be operated year-round, at Operator s expense.

A. Ticket prices are set by DRPA at its sole discretion. A schedule of prices is attached (subject to change) hereto as Exhibit C .

B. Operator will accept major credit cards for transactions.

D. Security and Emergency Response: Operator shall develop and execute a USCG certified vessel security plan for Vessel, as well as USCG approved facility security plans for the Docking Sites. All plans must meet MTSA and ISPS requirements. Operator shall be solely responsible for providing appropriate levels of security during the ferry season, including non-operating hours; provided, however, that Operator shall not be required to provide a dedicated 24 hour security guard unless required by heightened MARSEC levels or other instances of heightened security. All additional security expenses associated with heightened MARSEC levels or other instances of heightened security shall be the sole responsibility of the Operator. The Operator shall respond to vessel emergencies, emergencies at the Docking Sites, and medical emergencies with due care and in a timely manner. Operator shall also provide additional security to maintain a safe environment for customers and protect the integrity of the Vessel when individual events or combinations thereof are scheduled at waterfront venues, including but not limited to the Tweeter Center. Operator shall provide DRPA with monthly reports on Vessel operations and security in a format acceptable to DRPA. In accordance with USCG and any other applicable requirements, Operator shall retain a security officer for the Vessel and Docking Sites during operating hours; the security officer may also serve as a crew member. DRPA retains the right to perform an audit of the Operator s security operations once every six months.

A. Notice of Injury, Damage and/or Claims. Operator shall keep an accurate record of all accidents, injuries or damages to persons and/or property involving the Vessel, the Second Vessel, and/or the Docking Sites and shall provide notice of all such matters and of any and all claims, suits or actions to DRPA immediately when possible but at least within twenty-four (24) hours. Operator shall take all steps reasonably necessary to record all reports of injuries, accidents, damages, claims and legal proceedings, and shall perform such investigations, inspections and keep such records as may be necessary to document all such matters.

B. Crowd Control. Operator shall have one dedicated security officer at the Philadelphia Dock from two (2) hours before the start of each concert until either the commencement of the concert or if the situation is not secure at that time, until the Philadelphia Dock is secure. Operator shall have one dedicated security officer at the Camden Dock from the end of each concert and continuing for at least two (2) hours or, if the Camden Dock is not secure at that point, until the Camden Dock is secure. At all times during operating hours, as noted above, Operator shall have a security officer on the Vessel. Operator shall deploy staff at its discretion in order to provide maximum safety for patrons.

E. Cleaning: Cleaning shall be performed by the Operator so that the vessel, barges, ramps, booth, and passenger terminals are, at all times, neat, orderly, free of litter, oil, and dust, and sanitary

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in accordance with the cleaning standards that are required and approved by the USCG. DRPA cleaning standards are attached as Appendix E.

F. Vessel and Docking Site Maintenance: Operator is solely responsible for the cost of regular maintenance ( Regular Maintenance ) for both the Vessel, as detailed in Exhibit E, as well as Regular Maintenance of the ferry office (as explained in greater detail in Section II. A. 1.) and the Docking Sites, for the full term of this Agreement. Notwithstanding the preceding sentence, Regular Maintenance shall also include any repairs which are predictable and/or which can be handled in-house by the Operator. Operator shall supply the labor, at no additional cost to DRPA, to perform all Regular Maintenance. Operator shall provide copies of all daily maintenance logs to the DRPA Operations Manager and DRPA Safety Specialists on a monthly basis and in a format acceptable to DRPA.

G. Vessel Repairs: The Operator shall notify DRPA promptly if the Operator believes that repairs, which are outside the scope of Regular Maintenance, are needed for the Vessel. DRPA shall then make its own determination regarding the need for such repairs and that determination shall be final. Vessel repairs outside the scope of Regular Maintenance will be paid for by DRPA. All approved repairs will be overseen by Operator.

A. Repairs Under $1,000: If the cost of a repair to the Vessel is less than $1000, the Operator shall contract with an appropriate vendor or repair service for completion of the repair at no higher cost than market rates. Operator shall pay for the repair and submit a request for reimbursement to DRPA.

B. Repairs Over $1,000: If the cost of a repair exceeds $1,000, DRPA shall have the option to bid or contract for repair services itself or to authorize the Operator to coordinate with an appropriate vendor or repair service for completion of the repair. If Operator coordinates the repair, prior to beginning the work it shall report to DRPA in writing the estimated cost and the identity of the proposed vendor. Price information from several bidders should be provided to DRPA along with Operator s recommendation. DRPA must approve the cost and vendor in writing. Operator must pay for the repair and submit a request for reimbursement to DRPA.

(i) If the cost of a repair exceeds Fifty Thousand Dollars ($50,000), DRPA may terminate this Agreement without any further liability to Operator; except that if the Chief Executive Officer of the DRPA determines that the repair is warranted and is an emergency that cannot be delayed until the next meeting of the DRPA Board of Commissioners, DRPA may authorize a repair up to a maximum cost of One Hundred Thousand Dollars ($100,000). In the event that the cost of such an emergency repair exceeds One Hundred Thousand Dollars ($100,000), DRPA may terminate this Agreement without any further liability to Operator.

C. Emergency Expenditures: In any situation that the Operator reasonably determines to be an emergency involving the safety, welfare, and protection of the Vessel, the Docking Sites, the general public, Operator s employees, third parties, or the environment, the Operator shall have the right to take all necessary actions and expend funds in an amount not to exceed Twenty Thousand Dollars ($20,000), without the prior consent of DRPA, to resolve the emergency and provide for the safety of the Vessel, Docking Sites, and the general public. The Operator will

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take all reasonable steps to notify DRPA before expending such funds, but if unable to do so, will notify DRPA as soon as possible and provide a detailed breakdown of all funds expended.

H. Inspections: On behalf of DRPA, Operator will arrange to have all necessary inspections, including United States Coast Guard, (USCG) performed on the Vessel, including, but not limited to, annual operator inspections and hull inspections. These inspections will also include completion of any F.C.C. related documents and certificates. DRPA bears responsibility to make the vessel available to operator with USCG mechanical certification an appropriate date TBD but no later than March 31, 2011 to the best of DRPA s ability. In future years, if applicable, the operator will additionally bear responsibility for certification of vessel mechanicals by USCG. Upon request, the Operator shall provide copies of all necessary inspections performed on the Vessel upon request by the DRPA Operations Manager.

I. Dry Docking: Whenever the Vessel is required to go into the shipyard; Operator will provide transportation to the shipyard and will supervise the docking as well as coordinate any necessary repairs that are to take place at the shipyard. This service will include coordinating any work with the USCG, making sure any parts or supplies are USCG approved for Subchapter-K or K-Class .0 and assisting in job costing whenever possible. DRPA will reimburse Operator for labor costs associated with moving the Vessel to dry dock if the transportation must be done outside of normal crew work hours and the DRPA will be responsible for all costs associated with the actual dry-dock.

J. Vending and Concessions: Operator will provide concession sales of appropriate food and beverage items, on board the Vessel, at all public operating times, including during waterfront concerts and other peak passenger demand times. Operator shall supervise and oversee all concession sales which occur on the Vessel. Operator s obligation to make every effort to provide concession food sales on board the Vessel shall be distinguished from the exclusive right of the DRPA s appropriate caterer to sell pre-arranged and pre-purchased foods and beverages to groups using the Vessel during regular ferry operating hours and for charters.

A. Operator may place appropriate snack and beverage vending machines on the barge at the Camden Docking Site, and will inspect each vending machine on a daily basis to ensure they are in good working condition. If any vending machines require maintenance, repairs, or other attention, Operator shall promptly arrange for service by the vending company.

B. Operator may also sell appropriate souvenirs through its concession stand.

K. Post-Season and Winterization: At the conclusion of the season, Operator shall be responsible for shutting down the Vessel and winterizing it, as well as maintaining the Vessel during the non-operating months. Operator will provide DRPA with a list of maintenance items which will be performed during the off-season under Operator s supervision. At least once a week during the non-operating months from November through March, or more often as weather and other circumstances may dictate, the Operator will have the Vessel s captain or other qualified personnel inspect the Vessel and ascertain that the Vessel remains in good condition. Operator is also responsible for all other post-operating season closing and maintenance requirements related to the ticket booths, barges and office.

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L. Uniforms & Staff Appearance: Prior to the commencement of the 2011 operating season, Operator shall purchase uniforms for each member of its staff. The uniforms must be approved by DRPA prior to purchase. It is agreed and understood between the parties that the cost of the uniforms is included in the Cost and DRPA shall have no additional financial responsibility in this regard.

(1) Operator shall require each member of its staff to wear the uniform while on duty. (2) Operator shall require each member of its staff to maintain a neat and orderly appearance while on duty, including but not limited to neatly trim facial hair and to be presentable at all times.

M. Group Reservations and Group Fare Collection: In connection with the ferry services, Operator shall provide group reservation and group fare collection services for DRPA, on a year-round basis. Operator is not required to have staff locally during the off-season to perform this task, but may utilize resources at its corporate office for this function so long as those individuals are properly trained and able to respond to specific inquiries relating to this ferry service. Operator will accommodate group reservations made prior to the execution of this Agreement. Operator will promote advance food sales to groups (through appropriate caterers. Operator s telephone-answering staff shall be trained in and knowledgeable about all aspects of ferry charters, catering, scheduling, etc.

N. Compliance: Operator shall comply with all provisions of federal, state, municipal, local and departmental laws, ordinances, rules, regulations and orders applicable to its performance of its obligations under this Agreement. Operator shall apply for any permits, licenses or variances in the name of or on behalf of DRPA, and shall act as DRPA s vessel representative. Operator shall also take care not to do anything that would violate DRPA s dock lease agreements with Penn s Landing Corporation and the County of Camden, NJ.

O. Concerts, Charters, Night Events and Private Functions: DRPA will ask the operator to operate outside of normal operating hours to perform services for major concerts, charter events with a caterer and private functions. Hourly rates to operate the ferry for such events at 400

600 passenger capacity should be spelled out in appendixes A & B as requested.

P. Docking Sites: The Ferry Services will be operated exclusively between Ulysses S. Wiggins Park, Camden, New Jersey (the Camden Site ) and Penn s Landing, Philadelphia, Pennsylvania (the Philadelphia Site ) and any additional or alternative locations as DRPA may require (the Alternative/Additional Sites and, together with the Camden Site and the Philadelphia Site, the Docking Sites ).

Q. Fueling and Waste-Disposal: Fueling for vessel and trash and garbage disposal (including liquid and solid waste) will be accomplished in a safe and environmentally sound manner, at Operator s expense and oversight in compliance with all applicable federal, state and local laws, as well as the terms of DRPA s lease with the Penn s Landing Corporation at the Philadelphia Site, in a location the Operator and the Penn s Landing Corporation agree upon.

R. Site Office: During the term of the contract, DRPA shall provide Operator with a site office at the Camden Site, which is located at 10 South Delaware Avenue, Camden, New Jersey (the Site

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Office ). Two computers and a fax machine are present at this site. The equipment is provided in as is condition; the Operator shall plan to utilize Operator s office equipment to run the business.

S. Customer Service: The operator shall maintain superior customer service at all times, including servicing passengers, answering phones, working with DRPA, and coordinating and supporting of hospitality partners in the region. Customer service shall be implemented in a manner selected by Operator, which is satisfactory to the DRPA.

T. Industry Standards: Operator shall do all other tasks necessary to maintain industry standards and common marine practices, as well as use reasonable care in operating the ferry, not limited to those tasks outlined above. It is the Operator s responsibility to alert DRPA to tasks required in order to maintain a safe, secure and efficient ferry.

U. Weekly Reports: Operator will notify DRPA by telephone within twenty-four (24) hours of any major occurrence. Operator will participate in a weekly conference call with DRPA. In addition, Operator will provide the following written reports to DRPA via electronic transmission, in a form acceptable to DRPA:

A. Daily passenger log reports, kept separately for the Vessel.

B. Weekly reports of bulleted, non-statistical information including but not limited to safety and customer service issues and any unusual occurrences.

C. Monthly reports substantially in the form attached hereto as Exhibit B, which shall include but not be limited to information on all tickets sold for both Vessel, including harbor cruises, cash, ticket reconciliations, and concession sales.

D. Monthly marketing reports as specified above.

E. Seasonal summary of ridership by day, concert, event, charters, groups, with comparison to 2010 season statistics, plus a narrative summary of the year

V. Staff Recruitment and Training: Operator is responsible for recruitment and training of any employees needed to perform the scope of work. DRPA, reserves the right to review recruitment tactics and training programs. To the fullest extent permitted by law, Operator shall require mandatory drug testing of all employees both prior to and during the course of employment for the ferry service.

W. Utilities: During the term of this Agreement, Operator is responsible for all expenses for utilities including telephone service, whether on the Vessel, Docking Sites, at the Site Office or in the ticket booths. The only exceptions, which shall be the responsibility of DRPA, are expenses for water provided at the Camden Dock Site only from the Camden Public Water line, and maintenance costs for the telephone line for the RiverLink phone number, which will ring at the Camden office # 215-925- LINK.

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X. Coordination with Appropriate Caterers:

Operator shall coordinate and work with appropriate

catering contractor, so that chartered events on the Vessel are safe, attractive to book, efficient and satisfactory for customers. Operator must work to enhance revenue associated with catered/chartered events. Suitable Caterer will maintain the schedule of chartered events on the Vessel (i.e. the Freedom) and Operator shall cooperate with appropriate caterers in that regard. Operator provides a weekly copy of the calendar to the DRPA.

Y. Reporting Requirements: Operator will notify DRPA by telephone within twenty-four (24) hours of any major occurrence. Operator will participate in a weekly conference call with DRPA. In addition, Operator will provide the following written reports to DRPA via electronic transmission, in a form acceptable to DRPA:

A. Daily passenger log reports, kept separately for the Vessel.

B. Weekly reports of bulleted, non-statistical information including but not limited to safety and customer service issues and any unusual occurrences.

C. Monthly reports substantially in the form attached hereto as Appendix B, which shall include but not be limited to information on all tickets sold for Vessel, including harbor cruises, cash, ticket reconciliations, and concession sales.

D. Monthly marketing reports as specified above.

E. Daily Coast Guard Log sheet, in the form attached hereto as Appendix F .

F. Seasonal summary of ridership by day, concert, event, charters, groups, with comparison to 2010 season statistics, plus a narrative summary of the year, including but not limited to which marketing efforts were successful, and which were not.

AA. Attendance at Camden Waterfront Operations Meetings: A management-level representative of Operator shall be required to attend all Camden Waterfront Operations Meetings held during the period beginning one month prior to the start of the operating season and ending two weeks after the end of the operating season. The Camden Waterfront Operations Meetings are currently scheduled to be held on a weekly basis.

STRUCTURE OF OPERATING CONTRACT

The Operator is responsible for all facets of the ferry business including marketing and financial aspects. The Operator shall pay DRPA a mutually agreed upon fixed payment, to be proposed by operator in Appendix A. DRPA shall have no responsibility for the day-to-day operations of the ferry service or its marketing campaign but operator shall conduct the operation according to DRPA s standards. Additional terms of the Operating Contract include the following.

Operator shall pay DRPA a fixed fee for the use of the ferry and docks. DRPA will bear no risk associated with revenues or expenses.

Operator shall collect and keep all revenues collected in association with the ferry business, including those revenues generated from all ticket sales (day and evening), group reservations

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and vending machines for service between May 1-September 30, 2011 and 2012, The Ferry season runs Saturdays and Sundays only in May and September with daily service between Memorial Day and Labor Day during the public operating hours of 9:30 a.m. to 6:00 p.m. (Monday-Thursday); (Last pick-up 6:30 p.m. (Friday-Sunday), Camden and 7:00 p.m. Philadelphia.

Operator shall assume a minimum of 400 person passenger capacity during public operating hours, but may assume more if deemed appropriate in Operator s discretion to maximize revenue and/or ridership.

Operator shall conduct a marketing campaign to boost ferry ridership and enhance waterfront visitation. Said campaign must be approved by DRPA and shall be in conjunction with waterfront and other hospitality partners. Operator shall include an outline of their marketing plan in the proposal and highlight pertinent similar marketing experience, as well as planned marketing expenditures and projected total ridership. Pricing of tickets for 2011 and 2012 is established per Appendix C.

Operator shall agree to work with suitable caterers to promote use of the ferry for additional revenue events and charters on board the ferry. Operator, DRPA and caterers shall mutually agree to charter operation costs/hour, based on operator s input in Appendix B, such that charter operating costs do not preclude affordability of the ferry for special events. Operator shall keep the agreed-upon charter fee less the payment to the DRPA.

PROJECT SCHEDULE

Proposal Due Date: Proposals are due at DRPA by Thursday, November 4, 2010 at 2:00 pm, EST, with six copies each at:

Delaware River Port Authority One Port Center, 7th Floor 2 Riverside Drive P.O. Box 1949 Camden, New Jersey 08101

Attention: Howard Korsen, Manager, Contract Administration, 7th Floor

DRPA s telephone number to be used for express delivery services is (856) 968-2083. Electronic or fax proposal submittals will not be accepted.

Proposal received after above date and time shall not be considered. It is the respondent s sole responsibility to ensure that adequate lead-time is provided for mailing or utilizing delivery services.

Pre-Proposal Meeting: A mandatory pre-proposal meeting will be held on Wednesday, October 20, 2010 at 10:00 AM EST in the DRPA Board Room on the 11th floor of One Port Center, 2 Riverside Drive, Camden, New Jersey 08101. After the meeting, a mandatory ferry walk-through and site-visit

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will occur. A proposal received from any firm which was not represented at the pre-proposal meeting will not be considered and will be returned to the firm unopened.

Commitment: In the event that the DRPA decides to suspend or terminate this RFP, it is specifically understood that the Delaware River Port Authority will not be responsible for any costs or expenses incurred by you in connection with the proposal preparations/negotiations.

Presentation: Proposal presentations by all or selected firms may be scheduled at the discretion of the DRPA. Each selected firm will be expected to present their solutions to the DRPA.

There will be no debriefing reviews for unsuccessful firms.

PROPOSAL SUBMISSION CONDITIONS AND CONTRACT AWARD

The RFP provides to all respondents the scope of services to be performed. Any information or understandings, verbal or written, which are not contained either in the RFP or in subsequent written addenda to the RFP, will not be considered in evaluating proposals.

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.

As part of the process leading to the selection of the respondent, the DRPA may request additions or clarifications to the proposal.

Questions: All questions to the RFP must be submitted in writing via e-mail. No questions submitted by facsimile, mail or telephone will be answered. If any questions submitted makes necessary the issuances of an addendum, the addendum will be furnished to all parties receiving a copy of the RFP. Only responses and addenda, which have been issued by the DRPA, shall be valid. All responses to questions will be made available to all Firms via e-mail distribution list. All questions relating to the RFP must be addressed to:

Jan S. Odjemski, Contract Administrator Delaware River Port Authority 856-968-2084 jsodjemski@drpa.org

Questions must be received no later than 2:00 pm, October 28, 2010. Any questions received after this date and time will not receive a response.

Proposal Submission: All RFP submissions and supporting/subsequent materials will become the property of the DRPA and will not be returned.

Contract Award: Upon selection of the successful proposer by DRPA, the DRPA staff will request DRPA Board approval to award the contract. Upon receipt of such approval the contract will be

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executed and a notice to proceed will be issued. In the absence of DRPA Board approval or in the event of a veto it is understood that DRPA has no power to proceed and RFP respondents will have no claim against DRPA if it fails to proceed in the absence of Board approval and expiration of all applicable veto periods.

PROPOSAL SUBMISSION REQUIREMENTS

Format of the Proposal:

1. The title page must contain the title of the RFP, the firm s name and address and the name, title, telephone number and e-mail address of the contact person.

2. Table of Contents.

Firms Qualifications provide descriptions of similar operating experience that demonstrates the firm s experience and qualifications to perform the scope of work for this type of ferry. Include the names of the clients, a contact person for each client and a telephone number for the contact person.

Project Team Members Specify the members of the project team who will carry out the scope of work. Provide the name, title, and role for each team member. For each team member, provide a resume that includes descriptions for similar projects performed by the person to illustrate the person s experience.

Staff recruitment and training plan.

Technical Proposal responding to the Scope of Work this should include completion of Appendix A and inclusion of a marketing plan (on separate pages). A narrative can be provided separately if helpful to further clarify operator s response.

Completed Appendix A for the price proposal.

PROPOSAL EVALUATION CRITERIA

All responsive bids will include a proposal for the scope.

Included an item to complete Appendix A for the price proposal

Proposal Evaluation Criteria Proposals will be evaluated on the following four criteria:

1. Statement of Qualifications of the firm, pertinent expense and proposed members of the operations team (30%);

2. Total revenue proposed as payment to DRPA in Appendix B (35%);

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3. Responsiveness to the tasks, issues and requirements in the technical proposal responding to the

scope of work (25%); and,

4. Creativity and clarity of marketing plan included by operator in proposal (10%).

STANDARD DRPA CONTRACT CLAUSES

For the purpose of this section, the following definitions shall apply:

Adverse Environmental Condition shall mean the disposal of any Solid Waste or Hazardous Waste at, on or beneath any of the real property owned, leased or used at any time by Contractor in connection with the operation and maintenance of the ferry system (hereinafter Real Property ), an actual or threatened Release into the environment of Hazardous Substances at, onto or from the Real Property, the property of third parties, including that of any government body or into waters which requires containment, Cleanup, Removal, Remedial, Response or Corrective Action under applicable federal, state or local law relating to public health and welfare or to the environment, including without limitation the Comprehensive Environmental Response, Compensation and Liability Act ( CERCLA ), the Resource Conservation and Recovery Act ( RCRA ), the Toxic Substances Control Act ( TSCAN), the Federal Water Pollution Control Act ( FWPCA ), and applicable state laws and local ordinances, as well as all rules, regulations and standards promulgated hereunder. The term shall include Offsite Disposal.

The terms Hazardous Substances, Release, Response, Removal and Remedial Action shall have the meanings specified in CERCLA, except that the term Hazardous Substances shall include petroleum and petroleum products; the terms Disposal, Hazardous Waste, Solid Waste and Corrective Action shall have the meanings specified in RCRA, each (including regulations promulgated hereunder) as constituted on the date of this Agreement, provided that, to the extent that applicable state or local environmental laws establish a meaning for such terms which is broader than that specified in CERCLA or RCRA, such broader meaning shall apply.

Requirement of Environmental Law shall mean the requirements of any federal, state or local statute, code, ordinance or regulations promulgated hereunder; and plans, orders, permits or decrees issued pursuant thereto relating to the generation, processing, treatment, storage, transportation, disposal or other handling of Solid Waste, Hazardous Wastes, or Hazardous Substances, pollution or protection of health and the environment including, without limitation, CERCLA (42 U.S.C. §9601 et seq.), the Hazardous Material Transportation Act (49 U.S.C. §1801 et seq.), RCRA (42 U.S.C. §6901 et seq.), FWPCA (33 U.S.C. §1251 et seq.), the Clean Air Act (42 U.S.C. §7401 et seq.), the Toxic Substances Control Act (15 U.S.C. §2601 et seq.) and the Occupational Safety and Health Act (29 U.S.C. 951 et seq.), each as amended or supplemented, and any other applicable federal, state and local laws and all regulations promulgated pursuant thereto.

Offsite Disposal shall mean any Disposal by or on behalf of Contractor at any location other than the Camden Site or Philadelphia Site of any Solid Wastes, Hazardous Wastes, or Hazardous Substances generated, produced, handled, processed, stored, treated, recycled or transported by or on behalf of Contractor which gives rise to any Cleanup, Removal, Remedial, Response or Corrective

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Action obligation, or responsibility or liability for cost for such actions under applicable federal, state or local law for Release or threatened Releases at or from the location where such Disposal occurred.

Prohibition against Liens: Neither Contractor nor the Captain or crew of the vessel shall have the right, power or authority to create, incur or permit any lien of whatsoever kind or nature to be placed or imposed on the Vessel, except that which may be imposed by law for true salvage rendered by persons other than and not affiliated with Contractor.

Prohibition Against Liens: Neither Operator, nor the captain or crew of the ferry shall have the right, power or authority to create, incur or permit any lien of whatsoever kind or nature to be placed or imposed on the vessel, except that which maybe imposed by law for necessaries or true salvage rendered by persons other than and not affiliated with Operator.

Insurance: Operator, at Operator s sole cost and expense, shall maintain and keep the following insurance coverage in effect throughout the term of this Agreement and any extensions or renewals thereof. Each of the required policies shall provide that it shall not be canceled, materially changed or non-renewed without at least thirty (30) days prior written notice to DRPA and each policy shall be have an A.M. Best Rating of A- (Excellent) or Higher, an A.M. Best Financial Size Category Class VII or Higher, and be issued by insurance companies that are admitted or authorized to do business in the Commonwealth of Pennsylvania and The State of New Jersey. At least thirty (30) days prior to the date on which any such policy shall expire, a signed duplicate of a renewal policy, or an insurer s certificate of insurance thereof, shall be delivered by Operator to DRPA.

Workers Compensation and Employers Liability: in the State in which the work is to be performed and shall include, where applicable, U.S. Longshoremen s and Harbor Workers Coverage and Maritime Employment under the Jones Act or the equivalent Protection and Indemnity coverage and limits:

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

c) All insurance required by any regulatory commission or other governmental agency to be carried by a passenger boat service, including but not limited to pollution coverage and such policy shall name DRPA as an additional insured. Environmental Impairment Liability or Pollution Legal Liability Insurance in an amount no less than Ten Million Dollars ($10,000,000) 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 within twenty four (24) hours of said occurrence. Additionally, Operator will provide the DRPA with copies of all current licenses and/or permits required by the Federal government, the State(s) or local jurisdiction(s) where the vessel is to be operated prior to

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the seasonal operation date; Any such insurance, and any other insurance required to be carried hereunder shall not exclude any private or public livery operations or claims arising there from;

d) Marine General Liability (Occurrence Form) in an amount not less than: $1,000,000 Each Occurrence $2,000,000 Products/Completed Operations Aggregate $1,000,000 Personal Injury/Advertising Injury $100,000 Fire Legal Liability (Damage to rented premises) $2,000,000 General Aggregate $10,000 Medical Payments

e) Hull & Machinery overage in the amount of Two Million Five Hundred Thousand Dollars ($2,500,000), Operator shall name DRPA as the owner in the policy, as well as Additional Insured for the Vessel and loss payee for the vessel; and

f) Operator will carry excess coverage or Marine Excess Liabilities (aka Bumper-Shoot including Excess Protection & Indemnity & Pollution Liability) of Ten Million Dollars ($10,000,000) excess of the One Million Dollars ($1,000,000) Marine General Liability

Waiver of Recovery/Subrogation: The contractor waives all rights of recovery and shall cause its Insurers to waive their rights of subrogation against DRPA, and any of their agents and employees for loss or damage covered by any of the insurance maintained by the contractor pursuant to this Agreement.

DRPA, (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 Protection and Indemnity insurance. The coverage offered to the ADDITIONAL INSUREDS on contractor 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.

Environmental Matters: Contractor shall be solely liable and responsible for and shall assume the risk of any losses, damages, claims, actions, suits, costs and expenses incurred for noncompliance with any Requirement of Environmental Law or Adverse Environmental Condition (as those terms are defined below) arising out of the acts or omissions (whether negligent or not) of Contractor, its employees, agents or contractors in the performance of the services contemplated hereby, except to the extent resulting from acts or omissions of DRPA, its employees, agents or contractors, subsequent to the execution of this Agreement.

Operator shall defend, indemnify and hold DRPA harmless of, from and against any and all liens, claims or liabilities of any nature asserted against the Vessel that may arise from or out of any acts or omissions of Operator. Should any process issue against the Vessel or should any such lien or claim be asserted against the Vessel. Operator shall forthwith cause the Vessel to be released from the lien and the lien or liens to be discharged. Notwithstanding the foregoing, Contractor shall have no duty to defend, indemnify and hold DRPA harmless with respect to any and all liens, claims or liabilities asserted against the Vessel that may arise from or out of any acts or omissions of DRPA.

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During the term of this Agreement, Contractor shall cause a notice, worded as follows, to be prominently displayed in the wheel house or bridge of each vessel: This Ferry is being operated for Delaware River Port Authority. Neither Contractor nor the Captain or crew of the Vessel has the right, power or authority to create, incur or permit to be imposed on this Vessel, any liens of any kind except bona fide third party salvage lien claims. A copy of the relevant portions of the Agreement may be obtained from Contractor or from DRPA by any person who may have any business dealing with the Vessel. This notice shall also be reproduced and kept with Vessel documents and shall be subject to review and inspection by any person having business with the Vessel.

Legal Compliance: Contractor shall comply with all provisions of federal, state, municipal, United States Coast Guard, local and departmental laws, ordinances, rules, regulations and orders applicable to its performance of its obligations under this Agreement. Contractor shall apply for any permits, licenses or variances in the name of or on behalf of DRPA, and shall act as DRPA s vessel representative. Operator shall take care not to do anything that would violate DRPA s Dock Lease Agreements with Penn s Landing Corporation and the County of Camden.

Assumption of Risk: Operator hereby assumes the following risks, whether they arise from acts or omissions (whether negligent or not) of Operator, or of third persons, or from any other cause, and whether such risks are within or beyond the control of Operator, excepting only risks which arise solely from the acts or omissions of DRPA, subsequent to the execution of this Agreement: the risk of claims, just or unjust, by third persons made against Operator or DRPA on account of injuries (including wrongful death), loss or damage of any kind whatsoever arising or alleged to arise out of or in connection with the performance of the services and obligations to be performed by Operator under this Agreement (whether or not actually caused by or resulting from such performance) or out of or in connection with Operator s activities or presence at or in the vicinity of the Docking Sites, including claims against Operator or DRPA for the payment of workers compensation, whenever such claims are made and whether such injuries, damage and loss are sustained both before or after the termination or expiration of this Agreement, except to the extent such claims arise out of the acts or omissions of DRPA.

Indemnification By Operator: Operator, shall indemnify and hold DRPA and its successors, assigns, commissioners, directors, officers, employees and agents harmless against any and all claims of whatsoever type, except to the extent resulting from any acts or omissions of DRPA its successors, assigns, commissioners, officers, employees and agents or any of them, including negligence, vicarious liability and strict liability in tort, and for all expenses reasonably incurred by DRPA in the defense, settlement or satisfaction thereof, including reasonable attorneys fees arising in connection therewith. If so directed, Contractor shall, at Contractor s expense, defend against any of these claim, in which event Contractor shall not without the prior consent of DRPA raise any defense involving in any way involving jurisdiction of the tribunal over DRPA, immunity of DRPA, the governmental nature of DRPA or the like. With regard to any claim to which Contractor is required to indemnify DRPA hereunder, Contractor hereby releases any right that it may have against DRPA for indemnification, contribution or other form of cost recovery, whether based on statute or common law.

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

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

B to imply that Contractor assumes or is responsible for risks or claims solely of the type enumerated in this Agreement; or

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

Third Party Beneficiaries: Nothing contained in this Agreement is intended for the benefit of third persons.

Notice of Injury, Damage and/or Claims: Contractor shall keep an accurate record of all accidents, injuries or damages to persons and/or property involving the vessel or the terminals and shall provide prompt notice of all such matters and of any and all claims, suits or actions to DRPA. Contractor shall take all steps necessary to record all reports of injuries, accidents, damages, claims and legal proceedings, and shall perform such investigations, inspections and keep such records as may be necessary to document all such matters.

Materiality of Obligations/Covenant of Timely Performance: The obligations of Contractor under this Agreement for the timely initiation of the Ferry Services and the timely and faithful performance of all other obligations hereunder are material covenants of Contractor. Contractor hereby covenants and agrees that it will perform the services and other acts required of it under this Agreement within the times and to the standards of performance set forth in this Agreement, and Contractor recognizes that such covenant and agreement form an essential inducement to DRPA to enter into this Agreement.

Non-Exclusivity of Remedy: Notwithstanding the above provisions, DRPA shall retain the right to elect any other remedy available at law or in equity in the event of a default or continued defaults by Contractor, including, but not limited to declaring Contractor in breach of contract in accordance with this Agreement and to exercise all of the rights provided therein.

Default by Contractor: The occurrence of any of the following events shall, unless such occurrence is cured as provided in this Agreement, constitute an Event of Default hereunder:

A. Failure to provide any Ferry Services as required under this Agreement;

B. Failure to provide ticket reconciliation and reconciliation of passenger counts to DRPA; and

C. Failure to provide DRPA with access to books and records concerning the Ferry Services, as provided in this Agreement;

D. Failure to pay any amounts due under this Agreement within the time set forth herein; or

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E. Failure to perform any other obligation set forth in this Agreement F. Failure to maintain insurance as shown in paragraph Insurance

Notwithstanding anything herein to the contrary, in no event shall Contractor be deemed in breach of its obligations hereunder if it is unable to provide the Ferry Services as a result of the Vessel requiring major repairs, or otherwise not being available for seaworthy service, not directly attributable to the negligence of the Contractor.

Right to Cure: DRPA shall provide Operator with written notice of any event of default. Commencing on the date that the notice was sent to Operator. Operator shall have ten (10) calendar days to cure a monetary default and thirty (30) calendar days to cure a non-monetary default.

Remedies: If operator fails to cure an event of default, DRPA shall have the following, rights and remedies in addition to all of its rights at law, inequity, and as elsewhere provided in this Agreement.

A. The right to take over and perform all or any part of the Ferry Services and other obligations to be performed by Contractor, either directly or through other contractors; and

B. The right to cancel further performance of Contractor as to any or all of the services and obligations of Contractor yet to be performed; and

C. The right to specific performance, restraining order, injunction or any other appropriate equitable remedy; and

D. The right to money damages for all losses and damages, including consequential damages, sustained by DRPA as a result of such breach. Nothing in this Agreement shall be deemed to limit any other rights or remedies which DRPA would otherwise have. No exercise by DRPA of any right or remedy shall operate as a waiver of any other of its rights or remedies or to restrain DRPA from exercising such other rights or remedies.

No Limitation of Rights: Nothing in this Agreement shall be deemed to limit any other rights or remedies which DRPA would otherwise have. No exercise by DRPA of any right or remedy shall operate as a waiver of any other of its rights or remedies or to restrain DRPA from exercising such other rights or remedies.

No Assignment: Any assignment or other purported transfer by either party of this Agreement or any part hereof or of any rights hereunder or of any monies due or to become due hereunder and any delegation of any duties hereunder without the express consent in writing of the other party shall be void and of no effect, provided, however, that with the approval of the DRPA (which shall not be unreasonably withheld) Contractor may subcontract portions of its performance to such persons as Contractor may, from time to time, determine.

Representations of Contractor: Contractor hereby certifies that neither it nor any individual on Contractor s Board has been indicted or convicted in any jurisdiction; or suspended or debarred or otherwise disqualified from entering into contracts with any governmental agency; has had a

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contract terminated by any governmental agency for breach of contract or for any cause related directly or indirectly to indictment of conviction. This certification shall be deemed to include the officers and directors of Contractor and to have been authorized by the respective board of directors of Contractor. Contractor hereby certifies that it has not made any offers or agreements or taken any other action with respect to DRPA s employees, former employees or immediate family member of same in order to enter into this Agreement.

Commissions/Collusion: No person or selling agency has been employed or retained by Contractor to solicit or secure this Agreement on the understanding that a commission percentage, brokerage contingent or other fee will be payable to such person or selling agency. The Contractor Proposal was prepared independently without collusion, consultation, communication or agreement, or the purpose of restricting competition, as to any matter relating to such persons with any other proposer or with any competitor and the costs or prices quoted in the Contractor Proposal were not knowingly disclosed by Contractor directly or indirectly, to any other proposer or any competitor and no attempt has been made and none will be made by Contractor to induce any other person, partnership or corporation to submit or not to submit a proposal to DRPA for the performance of the Ferry Services.

Modifications: No change, modification, waiver, release, discharge, termination or cancellation of this Agreement, in whole or in part, shall be effective unless in writing and is signed by both parties hereto.

Force Majeure: The time for DRPA or Contractor, as the case may be, to perform any of their respective obligations hereunder shall be extended if and to the extent that the performance thereof shall be prevented due to any strikes, lockouts, civil commotion, warlike operations, invasions, rebellions, hostilities, military or usurped power, governmental regulations or controls, inability to obtain labor or materials despite due diligence, acts of God, or other causes beyond the reasonable control of the party whose performance is required. The party claiming the benefit of this section shall give prompt written notice thereof to the other party.

Governing Law/Venue: This Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey. Venue and jurisdiction for purposes of any litigation between the parties hereto shall be proper in the state and federal courts of New Jersey, located in Camden County, and the parties hereby waive all defenses of venue and jurisdiction in connection with legal proceedings brought by either party against the other in such courts.

Partial Invalidity: If any provision of this Agreement shall be invalid or unenforceable, the remainder of this Agreement shall not be affected and shall be enforced to the fullest extent permitted by law.

Interpretation/Conflicts: The captions, headings and titles in this Agreement are solely for convenience of reference and shall not affect its interpretation. This Agreement shall be construed without regard to any presumption or other rule requiring construction against the party causing this Agreement to be drafted. If any words or phrases in this Agreement shall have been stricken out or otherwise eliminated, whether or not any other words or phrases have been added, this Agreement shall be construed as if the words or phrases so stricken out or otherwise eliminated were never

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included in this Agreement and no implication or inference shall be drawn from the fact that said words or phrases were so stricken out or otherwise eliminated. All terms and words used in this Agreement, regardless of the number or gender in which they are used, shall be deemed to include any other number and any other gender as the content may require.

Labor Disputes: Contractor shall take all reasonable steps to resolve all labor disputes between Contractor and its employees or any union representing its employees and shall take all necessary steps to seek to resolve or prevent secondary boycotts or other illegal actions which affect the Ferry Services, including but not limited to initiation of proceedings for injunctive relief; provided, however, that DRPA shall bear the cost of any such steps or proceedings to the extent that the boycott or other action is the result of acts or omissions of DRPA.

Local Office of Contractor: Contractor shall at all times during the Term of this Agreement maintain an office within the State of New Jersey, at which all books and records required to be maintained hereunder, shall be located.

Taxes: Contractor shall promptly pay any and all taxes imposed by any applicable jurisdiction upon Contractor arising out of or in connection with this Agreement, including any and all taxes imposed on the services performed by Contractor hereunder. Contractor retains the right to contest any taxes imposed upon posting of a bond therefore.

Non-Discrimination: Contractor hereby covenants and agrees to and with DRPA that its operations and policies shall conform in all respects to the following:

A. no person shall be deprived of the right to occupy or use any portion of the Vessel or the Docking Sites by reason of race, sex, color, creed, national origin or sexual orientation; and

B. there shall not be effected or executed by Contractor or any nominee, any agreement, lease or other instrument whereby the use or occupancy of the Docking Sites, or any part thereof, is restricted upon the basis of race, sex, creed, color, national origin or sexual orientation.

Equal Employment Opportunity: During the performance of this Agreement:

A. Contractor shall not discriminate against any employee or applicant for employment because of race, creed, sex, color or national origin, and shall take affirmative action to ensure that they are afforded equal employment opportunities without discrimination because of race, creed, sex, color or national origin. Such action shall be taken with reference to, but not be limited to, recruitment, employment, job assignments, promotions, upgradings, demotions, transfers, layoff or termination, rates of pay or other forms of compensation, and selection for training or retraining, including apprenticeship and on-the-job training.

B. Contractor shall send to each labor union or representative or workers with which he has or is bound by a collective bargaining or other agreement or understanding, a notice, to be provided by State agencies having jurisdiction, advising such labor union or representative of Contractor s covenants above (hereafter called non-discrimination clauses ). If directed by DRPA as part of the negotiation of this Agreement, Contractor shall request such labor union or representative to

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furnish it with a written statement that such labor union or representative will not discriminate because of race, creed, sex, color or national origin and that such labor union or representative either will affirmatively cooperate, within the limits of its legal and contractual authority in the implementation of the policy and provisions of these non-discrimination clauses or that it consents and agrees that recruitment, employment, and the terms and conditions of employment under this Contract, shall be in accordance with the purposes and provisions of these non-discrimination clauses. If such labor union or representative fails or refuses to comply with such a request that it furnish such a statement, Contractor shall promptly notify the appropriate State agencies in New Jersey and Pennsylvania of such failure or refusal.

B. Contractor shall post in conspicuous places, available to employees and applicants for employment, notices to be provided by the respective Commissions for Human Relations of New Jersey and Pennsylvania setting forth the substance of the provisions set forth above and such provisions of such States respective laws against discrimination such Commissions shall determine.

C. Contractor shall state, in all solicitations or advertisements for employees placed by or on behalf of Contractor, that all qualified applicants will be afforded equal employment opportunities without discrimination.

D. Contractor shall use good faith efforts, to utilize subcontractors, when possible, who are certified as minority business enterprises and disadvantaged business enterprises.

Access to Records and Right to Audit: DRPA shall have access, during normal business hours, to all records and documents of Contractor which relate to this Agreement. Such access shall be given or obtained both during the Term and for a period of three (3) years after expiration or termination of this Agreement. Contractor shall permit the authorized representatives of DRPA to inspect and audit all data and records of Contractor relating to the Vessel and funds collected or expended by Contractor on behalf of DRPA.

Non Waiver: No waiver of any breach of this Agreement by either party shall be deemed to be a waiver of any other or any subsequent breach.

Accountants: Contractor shall engage, at its sole cost and expense, an experienced accounting firm, to review Contractor s books and records in connection with this Agreement.

Right to Intervene in Suits and Actions: DRPA hereby reserves the right, but not the obligation, to intervene in any suit, action or proceeding involving the Ferry Services or any provision of this Agreement, at DRPA s expense, provided, however, that if Contractor fails to defend DRPA when required under this Agreement, and without limiting any other right or remedies of DRPA, Contractor shall pay all expenses reasonably incurred by DRPA in defending itself or themselves with regard to any and all such actions, suits or proceedings.

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 their respective address as first set forth above.

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Application of Laws and Regulations: By entering into this Agreement, except as expressly provided herein, 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 DRPA.

POLITICAL PAYMENTS AND/OR CONTRIBUTIONS

Contractors seeking to be awarded contracts from the Authority shall warrant to the DRPA that neither the Contractor nor anyone authorized to act on the Contractor s behalf has made any payment or contribution to any political candidate, political committee, public official or any other person or entity, for the purpose of influencing the award of the contract. The Contractor agrees that if the Executive Committee of the DRPA decides, after such hearing as it deems necessary, that this warranty has been breached, the Contractor shall, within thirty (30) days of this decision, pay to the DRPA liquidated damages equal to twenty-five percent (25%) of the face amount of this Agreement or order, provided: The Executive Committee s decision shall be final unless the Contractor seeks a review thereof in a commercial arbitration proceeding conducted by the American Arbitration Association, instituted by the Contractor within fifteen (15) days of receipt of the Executive Committee s decision: The Contractor further agrees that it shall be ineligible to receive any award of any contract or purchase order from the DRPA for a period of one (1) year from the date of any final decision unfavorable to it.

DISCLOSURE REQUIREMENT (NEW) Contractors seeking to be awarded contracts from the Authority must disclose contributions, on the form provided herein, or a permitted facsimile, to:

any Pennsylvania or New Jersey state, county, or municipal committee of a political party;

any Pennsylvania or New Jersey legislative leadership committee;

any continuing political committee (a.k.a., political action committee).

any candidate for or holder of an elected office in Pennsylvania or New Jersey

any political organization organized under section 527 of the Internal Revenue Code located in Pennsylvania or New Jersey

The disclosure must list reportable contributions that were made during the four (4) years prior to the proposed date of award of the contract.

Disclosure is required of contributions made by the contracting entity or by:

individuals with an interest , which is defined as ownership or control of more than 10% of the profits or assets of a business entity or 10% of the stock in the case of a business entity that is a corporation for profit;

all principals, partners, officers, or directors of the business entity or their spouses;

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any subsidiaries directly or indirectly controlled by the business entity; or

IRS Code Section 527 organizations, directly or indirectly controlled by the business entity and filing as continuing political committees, (PACs).

When the Contractor is a natural person, a contribution by that person s spouse, parent or child residing in the same household shall be deemed to be a contribution by the Contractor and requires disclosure.

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POLITICAL CONTRIBUTION DISCLOSURE FORM This form or its permitted facsimile must be submitted to the Authority

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.

Contributor Name Recipient Name Date Dollar Amount

$

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Appendix A

1. Total Revenue Payment guaranteed to DRPA for scheduled, public operating hours

5/1 9/30/11, 9:30 a.m. - 6:00 p.m. $___________________

5/1 9/30/12, 9:30 a.m. - 6:00 p.m. $___________________

Charters and Special Events Revenue The operator shall guarantee a minimum amount of revenue from charters and special events.

Operator shall propose a rate/charter (up to six hours) of revenue that DRPA will collect for charters and special events based on passenger capacity. However, upon mutual consent of DRPA, caterer and operator, these proposed rates can be altered in order to maximize use of the ferry for charters/special events; such a per-occasion agreement does note preclude or alter minimum annual revenue guarantees.

2. Guaranteed revenue payable to DRPA from charters and special events outside of normal operating hours (and can include charters during the off-season of October through April)

2011 $_____________

2012$_____________

Chartered/Special Events Price Schedule for 2011 and 2012 (in addition to revenue guaranteed in 1.)

Revenue payable to DRPA per charter for a charter event of less than 400 passengers and less than six hours $ ________

Cost to client to operate for a catered event with less than 400 passengers (should include payment applicable to be transferred to DRPA from above) $ _________

Revenue payable to DRPA per charter for a charter event for 401 to 600 passengers and less than six hours $ _________

Cost to client to operate for a catered event for an event with 401 to 600 passengers and less than six hours (should include payment applicable to be transferred to DRPA from above) $ _________

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Appendix B

Ferry Ridership

Appendix C

ROUNDTRIP FERRY TICKET PRICES

2010

ADULT $7.00

SENIOR $6.00

CHILD $6.000

GROUP RATES $5.50

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Appendix D

FREEDOM FERRY SERVICE

VESSEL MAINTENANCE SCHEDULE

DIESEL ENGINES

Oil and filter changes for all engines will occur at 250-hour intervals or as otherwise required per engine manufacturer specifications. The marine gear clutches have oil changes at 1000-hour intervals as per manufacturer specifications. Oil samples are taken at each oil change interval and these samples are sent to a qualified Oil Analysis Laboratory for examination.

Primary fuel filters are changed every two (2) months or as needed per fuel pressure indicators. Secondary fuel filters are changed at 1000-hour intervals or as needed.

Air filters on the diesel engines are checked every 250 hours and cleaned or replaced at 1000-hour intervals.

FILTER STORAGE

All filters are stored in the Camden ferry dock building in the existing storage boxes provided by DRPA. All used filters are stored in an approved waste oil drum and disposed of through a waste oil company.

Fuel will be delivered to the vessel by truck and transferred to the vessel at a dock provided by DRPA.

The fuel sediment trap is check weekly.

The main shafts, bearings and steering are greased once a month with quarterly checks on the shaft alignment.

Coolant is checked every two (2) months for anticorrosive levels and range of temperature.

Shifter controls are lubricated once a month and checked for full travel daily.

The engine alarms are tested daily and throughout the day.

The Bilge alarms are tested weekly.

AUXILLIARY EQUIPMENT

The fire pumps and hoses are tested bi-weekly during scheduled fire drills. All hoses are rolled out and tested for holes or signs of wear. The hoses are pressurized and all-purpose nozzles tested for all positions and proper operation.

Fire extinguishers are checked daily for safety pins, rust or any signs of wear. Any extinguishers with gauges are check for proper pressure.

All batteries (12 and 24 volt) are checked weekly for water and bi-weekly for specific gravity and proper voltage.

The heating and air conditioner filters are changed monthly or as needed.

The bilge pump is operated each time the voids are pumped out.

All electronic equipment is checked daily for proper operation.

A detailed maintenance logbook is kept onboard the vessel, which is available for inspection at any time

CLEAN-UP

The vessel will be cleaned as needed with fresh water and a biodegradable detergent.

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The windows are cleaned daily and throughout the day.

The trash will be removed daily and picked up for disposal at Penn s Landing.

Rust spots that are identified on the exposed decks will be wire brushed, primed and painted to the original paint scheme.

Appendix E

CLEANING STANDARDS

TRASH

The vessel crew shall keep the vessel, ramps, barges, and passenger terminals clear of trash and debris by sweeping these areas throughout their shift. The trash will be placed in receptacles located on the vessel or the terminal landings.

At the end of the day, all trash will be properly bagged and deposited outside of the ferry terminal at Penn s Landing for pick up by the Penn s Landing maintenance staff.

SPILLS

The vessel crew promptly cleanup any beverage spills on the vessel, ramps, barges, and passenger terminals within reasonable time of being notified of a beverage spill.

WASHING OF BOAT

The vessel crew will wash the boat with fresh water.

When the vessel is washed and scrubbed down, the soap used will always be a biodegradable detergent.

The cabin windows will be cleaned every morning inside and out with an ammonia and water solution. If during the course of the day the windows need to be touched up, the vessel crew will clean them again.

SANITARY

The vessel crew shall keep all crew spaces in a sanitary condition at all times, including but not limited to sanitizing the vessel s head system, refrigerator and microwave area, wheelhouse, and interior cabin space, and making sure that the clean air deodorizer dispensers are fully operational at all times.

The engine room decks will be kept clean and oil free at all times.

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Appendix F"

DAILY COAST GUARD LOG SHEET EXAMPLE