december 17, 2013 re: request for proposal (rfp) no. 13045...

December 17, 2013 Re: Request for Proposal (RFP) No. 13045 Consulting Services to migrate IMPACT’s batch cycle to MTA’s MS Windows and

Solaris server farm Prospective Proposers: The Metropolitan Transportation Authority (MTA) hereby solicits a technical and cost proposal for consultant services to migrate the MTA developed IMPACT batch cycle from a mainframe server to MTA’s Solaris and MS Windows server farm, in accordance with the attached Work Statement (Attachment A), and the other attachments and appendices listed below. Pursuant to Section 2879(3)(b)(1) of the New York Public Authorities Law, a proposer for this procurement must either be a New York State certified Minority or Woman Owned Enterprise pursuant to Article 15-a of the New York Executive Law or a “Small Business Concern” within the meaning of 160 of the State Finance Law, i.e., a business which is resident in New York state, independently owned and operated, not dominant in its field and employs one hundred or less persons. A contracts awarded pursuant to this provision must not exceed $200,000. The MTA's intention is to award this contract to one firm, which will initiate, implement, and complete this project. The conversion of the source code may be done either at MTA’s 341 Madison Ave location in Manhattan (onsite) using MTA provided hardware, software, and peripherals or at a vendor desired location (offsite) using vendor hardware and software. MTA requires, however, that: i) the consultant install, configure and test the converted code onsite at the MTA; and ii) the converted code must be compatible with and executable on the MTA’s current technology stack. Throughout the project, MTA’s project manager will provide general oversight and be available to address any questions or issues that arise. The firm proposing for this project must demonstrate that the firm and its consulting staff that will be assigned to this project possess: • hands-on-experience converting COBOL programs and JCL to Java • strong communication skills • a thorough knowledge of Java development and deployment The Consultant’s Project Manager/Developers must also possess a working knowledge of the Solaris or MS Windows operating systems.

of 11 MTA RFP No. 13045 RFP Cover Letter

A desirable but not mandatory requirement is for at least one member of the consulting team to have knowledge of and familiarity with CA technologies’ Workload Automation tool. There are approximately 42 COBOL programs, 10 VSAM files, 19 job streams to be replaced, 180 sequential files to be converted. The VSAM files have about 110,000 records. The services will be performed in accordance with the following attachments/appendices:

Attachment A: Work Statement Attachment B: Contractor Responsibility Data Attachment C: MTA’s Standard Form of Contract: Appendix A − Compensation Provisions Appendix B − Affirmative Action/EEO Requirements Appendix C − Guidelines for Contractors Appendix E − Confidential Disclosure Agreement Attachment D: Omnibus Procurement Act Clauses Attachment E: Prompt Payment Regulations Letter Attachment F: NYS Lobbying Law Attachment G: Proposer’s Certification of Compliance with MTA Vendor Code of Ethics

Attachment H: Iran Divestment Act EVALUATION CRITERIA for Vendor Consultants

A firm meeting the mandatory requirements will be evaluated based on the following criteria in order of priority with weights as indicated in the following table:

CRITERIA WEIGHTS 1. The extent to which the proposer has demonstrated readiness, intent, and

ability to initiate and complete this project within budget and on time

30

2. Experience and qualifications of personnel to be assigned to the project, the firm’s management structure, and capability to accomplish the work (based on resumes, with manpower estimates)

20

3. Reasonableness of methodology 15

4. The proposer’s prior experience on similar projects 15

5. Cost* 15

6. At least one member of the consulting team has knowledge of and familiarity with CA technologies’ Workload Automation tool.

5

TOTAL 100

*Cost Proposal – While cost is an evaluation factor, MTA will enter into a contract with a firm only if MTA determines that the firm’s cost, as proposed or negotiated, is reasonable. Note: This project is being solicited and awarded under a procurement procedure that is limited to contracts $200,000 and under.


PERIOD OF PERFORMANCE The period of performance for these services shall not exceed 6 months from contract award. The expected commencement date is on or about February 17, 2014. TECHNICAL PROPOSAL The Technical Proposal, printed on both sides of the page, shall be submitted, along with a CD containing a PDF version of the technical proposal (labeled with the RFP Number and description, e.g., “Technical Proposal”). You must also submit the PDF version by email to Yuliana Konovalova at [email protected]. The Technical Proposal shall consist of the following:

1. Conceptual approach and methodology for this project. Include identification of any tools or other resources you propose to use.

2. Identify by name and job title the proposed members of your consulting team and, for

each member, provide a detailed resume that includes: a. employment history elsewhere and with your firm, with an indication of whether the

person is an employee (receives a W-2 from your firm) or an independent contractor (receives a 1099 from your firm)

b. education and professional licenses and certification, relevant project references, and sufficiently clear and detailed specific information about the person’s background and experience to demonstrate that the person has:

i) hands-on-experience converting COBOL programs and JCL to Java; ii) strong communications skills; and iii) a thorough knowledge of Java development and deployment.

c. As applicable, also indicate whether the person has knowledge of and familiarity with CA technologies’ Workload Automation tool.

d. For the person who will act as your project manager, also demonstrate that the person has a working knowledge of the Solaris or MS Windows operating systems.

3. Project management organization and team organization by task.

4. Project schedule by task indicating applicable disciplines and team members.

5. Statement of the proposer’s qualification for this project.

6. Provide an indication of the proposer's current work load and the ability to initiate and

complete the required work within the specified schedule.

7. Specify the name, address and function of any subcontractors whose services you propose to use.

8. Submit narrative description, status and dollar value of all work performed by proposer

within the past seven years or currently for the MTA, Metro-North Railroad, New York

mailto:[email protected]


City Transit, Long Island Rail Road, Bridges & Tunnels, Long Island Bus, Staten Island Railway, Manhattan & Bronx Surface Operating Authority, the state or city of New York, and any other public authority of the State of New York.

9. Submit labor hour estimates by each proposed person and by task. Do not include pricing

data in the technical proposal.

10. Address for each of the firm's offices, and identification of which office: (i) is the headquarters and (ii) will handle MTA account(s).

11. The following completed documents are to be included with your Technical Proposal: a. Contractor Responsibility Data (ref. Attach. B) b. Resumes of key personnel (see para. 2 above) c. Forms 1 and 2 under NYS Lobbying Law (ref. Attach. F) d. Proposer’s Certificate of Compliance with MTA Vendor Code of Ethics

(ref. Attach. G) e. Iran Divestment Act Certification (ref. Attach. H)

12. Indicate whether all of the off-site management and coordination and work will be

performed from a location within the United States or its territories by persons located within the United State or its territories. If any work is to be performed outside of the United States and its territories, identify: i) the location(s) within the United States or its territories where work will be performed; and ii) identify, quantify and discuss the work that will be performed outside of the United States and its territories and discuss how that work will be managed, supervised and coordinated, and controlled.

COST PROPOSAL While cost will not be a factor in evaluating the technical proposal, the MTA will enter into an agreement only if the firm's cost proposal, as proposed or negotiated, is reasonable in MTA's sole judgment. MTA currently anticipates that payments made pursuant to the contract with the successful contractor will be on a “fee for service basis” with cost controls which may include a negotiated fixed price or a maximum not to exceed price. Note that, in any event, the total cost cannot exceed $200,000. A proposer must propose on that basis. In addition, a firm may, but is not required to, propose a different method for determining the amount to be paid pursuant to the contract, such as a fixed price or a guaranteed maximum price. A Cost Proposal, printed on both sides of the page, shall be submitted, along with the Technical Proposal, in a separate, sealed envelope. You must also submit the PDF version by email to Yuliana Konovalova at [email protected]. Additionally, a CD containing a PDF version of the cost proposal must also be included - labeled with the RFP Number and description (e.g., “Cost Proposal”). Cost Proposal shall consist of the following:

1. Fee for service: Specify the costs for the main project tasks. Note: The cost for all onsite

activities should include costs for transportation, travel, and other living expenses for each person doing the work, if applicable.



2. Indicate whether, for this type of work, you charge a component of the federal or any state or local public sector entity or any private entity a charge which is different than the charge you propose to MTA. If yes, itemize and discuss the relevant charge.

3. Indicate your firm's Federal Tax I.D. number, or individual's Social Security number, if applicable.

MILESTONES Payments to the Consultant will be made upon completion and acceptance of certain project milestones as agreed to by MTA and the selected firm. MTA’s proposed list of milestones and payment is the following:

1. Conversion of all source code and JCL to Java (which may be built

and executed) and the conversion of all VSAM and sequential files.

30%

2. Successful completion of a full batch cycle with functionally equivalent results (providing the test scripts used and copies of the results).

30%

3. Final completion of the project (providing the request documentation). 40% PROMPT PAYMENT REGULATIONS Section 2880 of the Public Authorities Law, and MTA’s guidelines pursuant thereto, requiring prompt payment of Contractor's invoices apply to any contract awarded as a result of this RFP. The attached letter entitled "Prompt Payment of Invoices" (Attachment E), gives information regarding the regulation. MULTI-AGENCY USE Any agency of the Metropolitan Transportation Authority can utilize the same pricing, terms and conditions as set forth in this agreement. MINORITY AND WOMEN-OWNED BUSINESS ENTERPRISE It is the policy of the Metropolitan Transportation Authority that Minority and Women-owned Business Enterprises (M/WBEs) shall have the maximum opportunity to participate in the performance of this contract. Proposers are advised that this Contract is subject to the provisions of Article 15-A of the New York Executive Law (the "State MBE/WBE Law") and implementing regulations set forth in Chapter XIV, Parts 140 to 145 of Title 5 NYCRR (the "Regulations") establishing a policy and program of the State to promote equality of economic opportunity for business enterprises owned by minority group members and women. In the event there is a difference between what is set forth in these paragraphs and what is set forth in the State MBE/WBE Law and the Regulations, the State MBE/WBE Law and Regulations shall govern. A copy of the State MBE/WBE Law and the Regulations will be provided upon written request to the Contract Manager.


The successful Proposer and the Authority agree as a condition for the Contract, to be bound by the provisions of Executive Law Article 15-A, as well as all other provisions of the State MBE/WBE Law. Please note that all certified MWBE firms submitting proposals to this RFP should be registered as such with the New York State Department of Economic Development. For firms that are not certified but have applied for certification, please provide evidence of filing, including the filing date. This contract does not contain any specific numerical goals for the utilization of business enterprises owned by minority group members and women. Instead, pursuant to Section 2879(3)(b)(1) of the New York Public Authorities Law, a proposer for this procurement must either be a New York State certified Minority or Woman Owned Enterprise pursuant to Article 15-a of the New York Executive Law or a “Small Business Concern” within the meaning of 160 of the State Finance Law, i.e., a business which is resident in New York state, independently owned and operated, not dominant in its field and employs one hundred or less persons. Contracts awarded must not exceed $200,000. AFFIRMATIVE ACTION/EQUAL EMPLOYMENT OPPORTUNITY PROGRAM 1. EEO/Non-Discrimination

In connection with this Contract, the Contractor will not discriminate against any employee or applicant for employment for work under this Contract, or any subcontract hereunder, because of race, creed, color, national origin, sex, age, disability or marital status, nor will it discriminate against any person who is qualified and available to perform the work to which the performance relates. The Contractor will undertake or continue existing programs of affirmative action to ensure that minority group members and women are afforded equal employment opportunities without discrimination because of race, creed, color, national origin, sex, age, disability or marital status. This Contract is subject to the Affirmative Action/EEO Requirements set forth in Appendix B.

2. Affirmative Action/EEO Submission Requirements The successful Contractor will be required to submit an EEO Policy Statement and a copy of

their current EEO-1 form, detailing the firm's workforce composition (see Appendix B) within seven (7) calendar days after it receives verbal notification. The Authority’s Procurement Division may extend the deadline for submission of an EEO-1 Form or an EEO Policy Statement. Any requests for an extension must be submitted to the Authority’s Procurement Division for the attention of the Contract Manager.


IMPLEMENTATION OF OMNIBUS PROCUREMENT ACT Proposers are advised that an awarded contract is subject to the provisions of the Omnibus Procurement Act of 1992, Chapter 844, Laws of 1992 (see Attachment D). NEW YORK STATE LOBBYING LAW OF 2005 Chapter 1 of the Laws of 2005, as amended by Chapter 596 of the Laws of 2005 (collectively referred to as the “Lobbying Law”), was signed into law in August 2005. The Lobbying Law makes major changes to the Legislative Law and State Finance Law, which regulate lobbying on government procurement initiatives. In particular, the Lobbying Law creates two new sections in the State Finance Law: Section 139-j to address restrictions on “contacts” during the procurement process; and Section 139-k to address the disclosure of contacts and the responsibility of bidders and proposers during procurements. These sections are effective as of January 1, 2006. If it is found that an Offerer has knowingly and willfully violated State Finance Law Section 139-j (3), the Offerer and any of its subsidiaries, related or successor entity will be determined to be a non-responsible bidder and shall not be awarded the contract. A subsequent finding of non-responsibility by the vendor or contractor within four years of a prior determination of non-responsibility results in the Vendor or Contractor being ineligible to submit a proposal on or be awarded any procurement contract for four years from the date of the second finding of non-responsibility. See State Finance Law Section 139-j (10) (b). Attachment F, Compliance with New York State Finance Law Sections 139-j and 139-k, is attached and made part of this RFP in compliance with the Lobbying Law. In complying with the Lobbying Law, Proposers are required to complete and submit with their proposal the two forms (Form 1 and Form 2) attached to Attachment F herewith. For additional information regarding the Lobbying Law, all Proposers are urged to contact the New York State Office of General Services at (518) 474-5607, or access their website: http://www.ogs.state.ny.us/aboutOgs/regulations/defaultAdvisoryCouncil.html. METROPOLITAN TRANSPORTATION AUTHORITY VENDOR CODE OF ETHICS The Metropolitan Transportation Authority has adopted a Vendor Code of Ethics (the “Code”), which is applicable to all Vendors, as defined by the Code, involved in the procurement process for the award and performance of the Contract. The Code is available for immediate review by the Proposer on the MTA Website at www.mta.info/mta/procurement/vendor-code.htm, and all Proposers must certify compliance with the Code (See Attachment G to this RFP). IRAN DIVESTMENT ACT

This Agreement is subject to New York State Finance Law 165-a, Iran Divestment Act of 2012 which requires the Office of General Services to post on its web site (http://www.ogs.ny.gov/about/regs/docs/ListofEntities.pdf) a list of persons who have been determined to engage in investment activities in Iran. The Authority may not enter into or award a Contract unless it obtains certification, Attachment H, from a Proposer that they are not on the list. Certification must be returned with proposal documents.

http://www.ogs.state.ny.us/aboutOgs/regulations/defaultAdvisoryCouncil.html

http://www.mta.info/mta/procurement/vendor-code.htm

http://www.ogs.ny.gov/about/regs/docs/ListofEntities.pdf


RFP TIMELINE The following timeline is only an illustration of the RFP process. The dates associated with each step are provided solely for information purposes and are subject to change in MTA’s sole discretion. Key RFP Dates:

Activity Date

Issue of RFP December 18, 2013

Deadline to Submit Written Questions January 9, 2014

Pre-proposal conference (if necessary) January 6, 2014

Submission of Proposals January 16, 2014 no later than 11:00 am

The dates for the following activities are target dates only. These activities may be completed earlier or later than the dates shown. Oral Presentations (if necessary) January 27, 2014

Negotiations January 28th to 31st , 2014

SUBMISSION OF PROPOSALS If you wish to submit a proposal, please furnish one (1) hard copy and one (1) electronic copy ( in PDF format) each of the technical and cost proposals. Also, submit electronic copies of the technical and cost proposals (in separate and clearly labeled PDF documents) by email to [email protected]. These must be received by January 16, 2014 at 11:00 am EST, unless the MTA changes that date by issuance of an addendum. The technical proposal and the cost proposal must be printed on 8.5 x 11 inch paper in type no smaller than 11 point. The technical proposal must be printed on both sides of the page and must be a separate document from the cost proposal, which must also be printed on both sides of the page. The copies of each proposal must be separately bound, labeled (as technical or as cost proposals), and addressed as follows:

Metropolitan Transportation Authority 347 Madison Avenue New York, NY 10017-3706 Re: RFP No. 13045 Attn: Yuliana Konovalova

Senior Contracts Specialist



Proposer must include a cover letter which identifies: the individual with the authority to negotiate for the firm, and the individual's telephone and fax numbers. An e-mail address may be included, if you wish to authorize MTA to communicate by e-mail with you, but is not required. One set of CDs containing PDF versions of the technical and cost proposal must also be submitted. Each CD should be labeled with the RFP Number and description (e.g., “Technical Proposal”, “Cost Proposal”). Proposers may also provide additional information, but such information shall be contained in a separate bound volume/DVD/CD/memory stick labeled “Appendix,” of which 1 copy of the printed material and 1 copy of the electronic format shall also be provided. Proposer must be available to make an oral presentation, if so requested, during the week of January 27, 2014; and if awarded the contract, be available to start work shortly thereafter. POINT OF CONTACT WITH THE MTA The designated Point of Contact for this procurement is the Contract Manager identified below. Proposers are advised that from the date of issuance of this RFP until the award of the contract, the only person authorized by the MTA for contact regarding this procurement is the designated Point of Contact, as stipulated in the MTA Vendor Code of Ethics. The Lobbying Law defines “contact” as oral, written or electronic communications with the Authority during the procurement process which is intended to influence the procurement. Please be advised that all MTA agency procurement opportunities are subject to the NYS Procurement Lobbying Law. Violations will be reported and may result in a non-responsibility determination, disqualification from award or debarment for a period of four years. For additional information, contact the NYS Office of General Services at (518) 474-5607 or http://www.ogs.state.ny.us/aboutOgs/regulations/defaultAdvisoryCouncil.html PROPOSER INQUIRIES Any questions regarding this request for proposal shall be made in writing to Yuliana Konovalova, Senior Contract Specialist, at 347 Madison Avenue, New York, NY 10017 or [email protected] . All such questions to be considered, shall be received in this office at least seven (7) working days prior to the date designated for submission of proposals. Any answers to questions as well as any additional provisions MTA may decide to include in the Request for Proposal, will be issued in writing by MTA as an addendum to the RFP and will be sent by mail to each person recorded as having been sent a copy of the RFP. Copies of the RFP document may also be obtained by calling Ms. Tjuana Simpson at 646-376-0074 or email [email protected]. A copy of the RFP may also be picked up in person at the following address between the hours of 9:30 a.m. – 4:30 p.m., Monday through Friday (except holidays). An appointment made in advance with Ms. Simpson for such a pick up is important to assure there is little or no delay at the security desk. There is no fee for this contract.

http://www.ogs.state.ny.us/aboutOgs/regulations/defaultAdvisoryCouncil.html




MTA Business Service Center Procurement Department 333 West 34th Street, 10th Floor New York, NY 10001 PRE-PROPOSAL CONFERENCE In order to assist prospective proposers in the preparation of their proposals, including a discussion of the MTA's MBE/WBE policy, a Pre-Proposal conference will be held on January 6, 2014 at 347 Madison Avenue, New York, New York 10017. Although registration for this conference is not required, prospective proposers who desire to attend or have a representative attend the pre-proposal conference are requested to notify Yuliana Konovalova, Sr. Contract Specialist, at 646-376-0076 no later than noon of the working day preceding the day of the conference. The pre-proposal conference shall be informal to the extent that the Authority shall not be bound by any statement made at such conference unless such statement is subsequently issued in an addendum which will be sent to all prospective proposers. PROPOSAL DUE DATE The due date for receipt of proposals is January 16, 2014 at 11:00 AM EST. No Proposals will be accepted after the due date. MISCELLANEOUS a. MTA reserves the right to negotiate with one or more proposers, to award to one or more

proposers, or to reject any and all proposals as it may determine in its sole and absolute discretion.

b. MTA reserves the right to cancel the award of a contract at any time including before its

execution, if MTA deems such cancellation to be in its best interest. In no event will MTA have any liability whatsoever for cancellation of an award prior to execution of a contract. Proposer assumes sole risk and responsibility for its expenses prior to execution of the contract and shall not commence work until receipt of the written notice to proceed.

c. The MTA intends to issue, to the successful proposer, a “personal services” type contract. See

Attachment C. d. A proposal shall be irrevocable for a period of no less than 120 days from the proposal due date

set by the Authority therein. Sincerely, Yuliana Konovalova Sr. Contracts Specialist


Attachments: Attachment A: Work Statement Attachment B: Contractor Responsibility Data Attachment C: MTA’s Standard Form of Contract: Appendix A − Compensation Provisions Appendix B − Affirmative Action/EEO Requirements Appendix C − Guidelines for Contractors Appendix E − Confidential Disclosure Agreement Attachment D: Omnibus Procurement Act Clauses Attachment E: Prompt Payment Regulations Letter Attachment F: NYS Lobbying Law Attachment G: Proposer’s Certification of Compliance with MTA Vendor Code of Ethics Attachment H: Iran Divestment Act Boiler/RFP Letters/No Goals.doc Rev. 7/2012

of 6 MTA RFP No. 13045 Attachment A

ATTACHMENT A

SCOPE OF WORK

Migration of MTA developed IMPACT batch cycle to MTA’s MS Windows and Solaris server farm

I. SCOPE

A. Introduction The Metropolitan Transportation Authority (MTA) is a New York public authority and public benefit corporation that provides transportation services in the New York metropolitan region through its operating agencies. MTA Headquarters (MTA HQ) serves as the central coordinating unit for the operating agencies listed below: 1. New York City Transit (MTA NYCT) 2. Long Island Rail Road (MTA LIRR) 3. Metro-North Railroad (MTA MNR) 4. Bridges and Tunnels (MTA B&T) 5. Staten Island Railway (MTA SIR) 6. Capital Construction Company 7. MTA Bus Company

This Statement of Work is for migration of an MTA HQ application. None of the operating agencies will be involved in this project.

B. Background MTA currently executes and maintains an IBM mainframe-based financial batch application which is critical to its operations. The batch application contains 19 jobs, approximately 53,000 lines of COBOL code, 2 simple REXX programs, and uses third-party utilities. The data is currently stored in an Oracle 11G database and a small number of VSAM and flat files. The consultant will be responsible for the migration of the batch application off of the mainframe to mid-range servers. The MTA’s overall objectives are to substantially reduce costs, provide more flexibility, and improve future maintainability. Through this RFP, MTA seeks to contract with one consulting firm that will perform this migration. The Consultant will have project management responsibility for the on-time and within budget successful completion of this project that will result in: i) converting the COBOL and


REXX code and JCL to Java ; ii) migrating all VSAM and flat files to the specified platform; and iii) the ability to interface with third-party utilities using, at a minimum, a command line execution (if not an approved API).

C. Definitions The word and/or acronyms listed below, where used herein, shall have the meaning set forth in this paragraph unless expressly noted otherwise:

1. Documentation: the recording of all changes made to code by the Consultant, such that the narrative produced by this process reflects the accurate, complete and understandable state of the software

2. IMPACT: The Integrated Management of Payment Accounting and Capital Tracking application is an MTA developed online system used to maintain the MTA’s Capital Programs system. The system contains capital project planning functionality (called CENTRAK) along with expense funding and accounting (called PACMAN). It has a client side front-end with complex GUI controls and a server side component that uses a J2EE application server to perform the business validations and data manipulation. These are customized proprietary systems owned by MTA. MTA owns the rights and has the source code documentation for this system. IMPACT has corresponding batch jobs that run nightly to do bulk updating, validating, and reporting.

3. Oracle: MTA is using Oracle 11G for our database which resides on a Solaris server. 4. Project Manager: The MTA's Deputy Director, Systems Development & Operational

Support, or designee, is the duly authorized representative responsible on behalf of MTA for the general oversight of the project.

5. Sub-system: A group of programs that constitute a business function within the application, (e.g. the Budget and Funding sub-system within the CENTRAK application.)

6. System: Related manual and computer components that may interface with other applications, to accomplish a business function. The components include both automated and manual procedures, along with computer source and object code.

7. System Testing: Testing of a group of programs that have undergone unit testing and is part of a sub-system. The programs are tested as a unit to ensure that correct input and output occurs within the sub-system.

8. Test Data: Data created in such a manner to ensure that the program/sub-system/application being exercised has the correct input necessary for the program/sub-system/application to produce the proper output.

9. Unit Testing: Testing of a single program that has been changed. The program is given correct input and its output is examined to ensure that it matches expected output.

10. VSAM: Virtual Storage Access Method – An IBM disk file storage access method used on a mainframe containing fixed or variable length records and organized as key sequenced data.

11. Workload Automation: CA Technologies’ cross-platform workload scheduling and management tool.


D. Objectives At the conclusion of this work, the MTA shall have the following:

1. All COBOL and REXX programs and JCL (jobs and procedures) converted to Java along with the procedures to compile/build the application and to deploy to a development and production server.

2. The converted application which has the ability to be deployed and executed on a Window’s Java platform; though there will be no inherent dependencies that would prevent MTA from running the application on any Java compliant platform which includes, but is not limited to, Solaris Unix, HP Unix, and Linex.

3. The ability to run a complete batch cycle that produces the functionally equivalent output as the existing batch cycle.

4. The ability to interface with third-party utilities using, at a minimum, a command line execution (if not an approved API). This includes, but is not limited to, IBI’s WebFocus, Oracle’s SQLPLUS, Oracle’s SQL Loader, and CA’s Workload Automation.

5. All VSAM files converted to Oracle tables or sequential files as appropriate. 6. All sequential datasets (along with all control cards) migrated from the mainframe to the

chosen platform. 7. The ability to archive and restore all job logs and output reports in addition to all sequential

datasets. II. REQUIREMENTS

A. Tasks

1. Planning

a. Analyze the current production batch cycle processing to determine the conversion strategy to be used.

b. Define source conversion strategy.

c. Define data migration strategy.

d. Define new workflows/processes/changes.

2. Application Analysis

a. Identify the complete set of objects to be converted.

b. Identify any issues/problems facing the conversion process and provide a strategy for successful resolution.

c. Determine necessary directory & subdirectory structures/packages.

d. Identify the set of sequential files and control cards to be migrated.

e. Identify any VSAM files that need to be converted.

3. Source Code Conversion Process


a. Interface with MTA’s Java development environment (currently using JDeveloper and Subversion - for source control) and scheduling tool (currently using CA’s Workload Automation).

b. Create necessary directory & subdirectory structures.

c. Convert all COBOL and REXX programs and JCL (jobs and procedures) into Java; providing appropriate structures/packages for the same.

d. Resolve any conversion issues/problems.

e. Provide scripts to get a clean build and deployment.

f. Provide means of executing/interfacing with third-party utilities.

4. Data Migration Process

a. Migrate sequential datasets and control cards from the mainframe to the production and development servers; including dealing with issues related to the EBCDIC to ASCII translation.

b. Convert all VSAM files to Oracle tables (providing the DDL and loading procedures) or to sequential files as appropriate.

5. Testing

a. Converted programs will be unit tested to ensure proper execution.

b. Converted jobs will be system tested to ensure proper execution.

c. Job outputs will be compared with current production outputs to ensure accuracy.

6. Issue Tracking – All conversion and testing issues will be tracked using MTA’s Redmine Issue Tracking system.

7. Archiving/Restoring – Create a process that allows for all job logs and reports to be archived and restored. In addition, a process will be created that allows for all sequential data files to be archived and restored.

8. Knowledge Transfer – The MTA staff currently supporting the batch cycle will be instructed in the use of consultant-provided utility classes as well as the processes and procedures to build, deploy, and execute the application using the MTA environments.

9. On-Site Support – Work on this project may be done off-site and, subject to compliance with MTA remote access security practices, may make use of remote access. On-site support will be provided on an “as needed” basis. Management and coordination of the Contractor's work and a substantial portion of the work shall be performed from a location within the United States or its territories by persons who are located within the United States or its territories. A portion of the off-site work may be performed outside of the United States and its territories provided there is adequate management, coordination, control and supervision of such work.

10. Documentation - Documentation will be provided for the consultant-provided utility classes and the procedures to build, deploy, and execute the application.


B. Tasks Requirements

1. Provide qualified personnel with extensive experience in converting from COBOL and JCL to Java.

2. Perform unit testing, system testing, and integration testing of all programs affected and that are part of the application. Provide appropriate planning, preparation, execution and results review controls for executing each level of testing.

3. Provide documentation and transfer of knowledge on how to modify, build, deploy, and test application changes. The documentation must be sufficiently clear and detailed to enable a suitably qualified MTA technical employee to understand, apply, use, correct, and change the code.

C. General

1. The period of performance is estimated to begin in mid February and must be completed by September 2014.

2. Brief weekly status reports shall be submitted with weekly time sheets. 3. MTA will provide the Consultant with the following:

a. a single point of primary contact, who shall be the MTA Project Manager; b. access to MTA technical personnel and business subject matter experts, as necessary; c. an on MTA site computing environment in which to perform the testing and

documentation efforts. 4. The MTA requires that, once the project is successfully completed and accepted by MTA,

there will be no on-going costs to MTA to enable MTA to continue to use, reproduce and modify Consultant provided or third-party materials and utilities.

D. Deliverables

The Contractor shall provide the following deliverables, each of which is subject to MTA review and acceptance:

1. A detailed Project Plan using MS Project (or an approved alternative) including list of tasks, duration, effort, start and end dates and resources, for MTA Project Manager’s approval in writing. The Contractor will not be allowed to start work until the MTA Project Manager has approved the Project Plan in writing.

2. Converted COBOL and REXX programs and JCL (jobs and procedures) to Java. 3. Migration of data (sequential files) and conversion of VSAM files to Oracle tables or

sequential files (as appropriate). 4. Scripts for compiling, building, and deploying the converted application. 5. Completed and reviewed Unit and System Tests. 6. Documentation – All documentation that is necessary or appropriate to enable MTA to

understand, modify, build, deploy, and test application changes.


7. Training for current MTA employees and training materials that are sufficiently clear and detailed to enable current and future MTA employees to be trained in the use of the deliverables without further assistance from the Consultant.

8. Processes that allow job logs, reports, and sequential files to be archived and restored.

of 19 MTA RFP No. 13045 Attachment B

ATTACHMENT B ALL AGENCY RESPONSIBILITY GUIDELINES

INFORMATION TO BE FURNISHED BY A BIDDER/PROPOSER (Notes: All questions on this questionnaire must be answered; do not leave blanks - where appropriate, state "None" or "Not Applicable" (N/A). If additional space is required to fully respond to any questions, please add sheets to this questionnaire and reference the questions/ answers appropriately. See Page 15 for Instruction on completing this form).

PART I. IDENTITY OF CONTRACTOR:

A. Contractor’s full legal name:__________________________________________

B. Tax ID Number (“TIN”), Employer Identification Number (“EIN”) and Social Security Number (“SSN”), as applicable:__________________________________

C. Contractor’s form of legal entity (corporation, joint venture, sole proprietorship, etc.):_______________________________________________________________

If the Contractor is a Joint Venture, or Partnership, please list all partner firms and/or parties to the Joint Venture below. All partners and/or parties listed are also required to individually complete a separate Contractor Responsibility Form.

(1) Partner/Party name:________________________________________________ TIN, EIN, or SSN_________________________________________________ Percentage of Ownership:___________________________________________

(2) Partner/Party Name:_______________________________________________ TIN, EIN or SSN:_________________________________________________ Percentage of ownership:___________________________________________

D. State or country under whose laws Contractor is organized and year organized: ___________________________________________________________________

E. Does the Contractor now use or, in the past ten (10) years has it used, TIN, EIN, doing business as or “DBA”, name, trade name or abbreviation other than the Contractor’s name or TIN, or EIN number listed in Part I.B. above? ________________

F. Contractor’s mailing address:___________________________________________ ___________________________________________________________________ ___________________________________________________________________

G. Contractor’s street address (complete only if different than “F”):_______________

___________________________________________________________________


H. Has contractor changed its address in the past five (5) years and, if so, what was the firm’s prior address(es)?____________________________________________________

I. Contractor’s telephone number:_______________Fax number:________________

Email address:_____________________________

PART II. IDENTITY OF PERSON COMPLETING THIS QUESTIONNAIRE:

A. Name:_________________________________________________________

B. Employer/Title:__________________________________________________

C. Telephone number:______________________Fax number:_______________

D. Email address:__________________________Mobile number:____________ PART III. CONTRACTOR REPRESENTATIONS: If for any reason a representation on this questionnaire is not accurate and complete as of the time Contractor signs this form, Contractor must identify the provision and explain the reason in detail on a separate sheet. Absent such an explanation, Contractor represents that the following statements are complete and accurate: Please check this box if a separate sheet is attached: A. Statement of non-collusion as required by Section 2878 of the Public Authorities Law:

(1) By submission of this bid, each bidder and each person signing on behalf of any bidder certifies, and in the case of a joint bid each party thereto certifies as to its own organization, under penalty of perjury, that to the best of his knowledge and belief: a. The prices in this bid have been arrived at independently without collusion,

consultation, communication, or agreement, for the purpose of restricting competition, as to any matter relating to such prices with any other bidder or with any competitor;

b. Unless otherwise required by law, the prices which have been quoted in this bid

have not been knowingly disclosed by the bidder and will not knowingly be disclosed by the bidder prior to opening, directly or indirectly, to any other bidder or to any competitor; and

c. No attempt has been made or will be made by the bidder to induce any other person,

partnership or corporation to submit or not to submit a bid for the purpose of restricting competition.


(2) A bid shall not be considered for award nor shall any award be made where (1) (a), (b),

and (c) above have not been complied with; provided however, that if in any case the bidder cannot make the foregoing certification, the bidder shall so state and shall furnish with the bid a signed statement which sets forth in detail the reasons therefor. Where (1) (a), (b), and (c) above have not been complied with, the bid shall not be considered for award nor shall any award be made unless the Chief Procurement Officer of the Authority, or designee, determines that such disclosure was not made for the purpose of restricting competition.

The fact that a bidder (a) has published price lists, rates, or tariffs covering items being procured, (b) has informed prospective customers of proposed or pending publication of new or revised price lists for such items, or (c) has sold the same items to other customers at the same prices being bid, does not constitute, without more, a disclosure within the meaning of paragraph 1(a) herein.

B. Statement of no-conflict of interest:

(1) No appointed or elected official, member or other officer or employee of the City or State of New York, or of the Metropolitan Transportation Authority ("MTA"), or MTA's affiliates and subsidiaries: i) is interested, directly or indirectly, in any manner whatsoever in or in the performance of the Contract or in the supplies, work, or business to which it relates or in any portion of the profits thereof; or ii) has been or will be offered or given any tangible or intangible consideration in connection with this bid/proposal/Contract.

(2) Contractor covenants that neither Contractor nor, to the best of Contractor's knowledge

after diligent inquiry, any director, officer, owner or employee of Contractor or any person or entity with a 10% or more interest in Contractor has any interest nor shall they acquire any interest, directly or indirectly, which would conflict in any manner or degree with the faithful performance of the Contract hereunder.

(3) In the event Contractor has no prior knowledge of a conflict of interest as set forth in "1"

and "2" above and hereafter acquires information which indicates that there may be an actual or apparent violation of any of the above, Contractor shall promptly bring such information to the attention of the Authority's Chief Procurement Officer. Contractor shall thereafter cooperate with the Authority's review and investigation of such information, and comply with any instructions it receives from the Chief Procurement Officer in regard to remedying the situation.


C. The following questions apply to any bid, proposal, or contract between Contractor and the City or State of New York, any other state, any public authority or other public entity, the United States government, the MTA, and MTA affiliates and subsidiaries. (If the answer to any question is “YES,” Contractor must provide all relevant information on a separate sheet annexed hereto).

Please check this box if a separate sheet is attached:

The following questions apply to: i) Contractor, Contractor's parent, subsidiaries and affiliates of Contractor (if any); ii) any joint venture (including its individual members) and any other form of partnership (including its individual members) which includes Contractor or Contractor's parent, subsidiaries, or affiliates of Contractor, iii) Contractor's directors, officers, principals, managerial employees, and any person or entity with a 10% or more interest in Contractor; iv) any legal entity controlled, or 10% or more of which is owned, by Contractor, or by any director, officer, principal, managerial employee of Contractor, or by any person or entity with a 10% or more interest in Contractor.

(1) Within the past five (5) years, has Contractor been declared not responsible? NO YES

(2) Has Contractor been debarred, suspended, or otherwise disqualified from bidding, proposing, or contracting? NO YES

(3) Is there a proceeding pending relating to Contractor’s responsibility, debarment, suspension, or qualification to receive a public contract?

NO YES

(4) Within the past five (5) years, has Contractor defaulted on a contract or been terminated for cause? NO YES

(5) Has a government agency or other public entity requested or required enforcement of any of its rights under a surety agreement on the basis of the Contractor’s default or in lieu of declaring Contractor in default?

NO YES

(6) Within the past five (5) years, has the Contractor been required to engage the services of an Integrity Monitor in connection with the award of or in order to complete, any public or private contract?

NO YES


(7) Within the past five (5) years, have Contractor’s safety practices/procedures been evaluated and ruled as less than satisfactory by the City or State of New York, any other state, any public authority or any public entity, the United States government, the MTA, MTA affiliates or subsidiaries?

NO YES

(8) Has Contractor’s Workers Compensation Experience Rating been 1.2 or greater at any time in the last five (5) years? If “yes”, please explain.

NO YES

D. Consent to the jurisdiction of New York courts and to service of process: (1) If Contractor is not organized under the laws of the State of New York, Contractor

consents to the jurisdiction of the Courts of the State of New York and to the jurisdiction of any federal court located within the City of New York, with respect to any matter pertaining to Contractor's bid/proposal and, if the Contract is awarded to Contractor, to the Contract.

(2) Contractor agrees that service of process in any judicial or administrative action may be

made upon it by certified mail, return receipt requested, sent to the mailing address for Contractor specified above.

(3) Contractor agrees that any judicial or administrative action or proceeding commenced

by Contractor against the Authority shall only be commenced in a state or federal court or agency located within the City of New York.

PART IV. QUESTIONS WHICH MUST BE ANSWERED BY "YES" or "NO": (In the event of a "YES," Contractor must provide all relevant information on a separate sheet annexed hereto, and the Authority reserves the right to inquire further with respect thereto.)

To the best of your knowledge after diligent inquiry, in connection with the business of Contractor or any other firm which is related to Contractor by any degree of common ownership, control, or otherwise, do any of the following statements apply to: i) Contractor, Contractor's parent, subsidiaries and affiliates of Contractor (if any); ii) any joint venture (including its individual members) and any other form of partnership (including its individual members) which includes Contractor or Contractor's parent, subsidiaries, or affiliates of Contractor; iii) Contractor's directors, officers, principals, managerial employees, and any person or entity with a 10% or more interest in Contractor; iv) any legal entity controlled, or 10% or more of which is owned, by Contractor, or by any director, officer, principal, managerial employee of Contractor, or by any person or entity with a 10% or more interest in Contractor.


A. Within the past ten (10) years, has been convicted of or pleaded nolo contendre to (1) any felony or (2) a misdemeanor related to truthfulness in connection with business conduct.

NO YES

B. Has pending before any state or federal grand jury or court an indictment or information of the commission of a crime which has not been favorably terminated.

NO YES

C. Is the subject of a pending investigation by any grand jury, commission, committee or other entity or agency or authority of any local, state, or the federal government in connection with the commission or alleged commission of a crime.

NO YES

D. Is currently disqualified from selling or submitting bids/proposals to or receiving awards from or entering into any contract with any federal, state or local government agency, any public authority or any other public entity.

NO YES

E. Within the past five (5) years, has refused to testify or to answer any question concerning a bid or contract with any federal, state, or local government agency, any public authority or any other public entity when called before a grand jury or other committee, agency or forum which is empowered to compel the attendance of witnesses and examine them under oath, upon being advised that neither the person's statement nor any information or evidence derived from such statement will be used against that person in any subsequent criminal proceeding.

NO YES

F. Is currently disqualified from selling or submitting a bid to, or receiving an award from, or entering into any contract with any public entity or public authority within the State of New York because, within the past five (5) years, such entity or person refused to testify or to answer any relevant question concerning a transaction or contract with the State of New York, any political subdivision of the State of New York, or a public authority or a public department, agency or official of the State of New York or of a political subdivision of the State of New York, when called before a grand jury or other state or local department, commission or agency which is empowered to compel the attendance of witnesses and examine them under oath, upon being advised that neither that person's statement nor any information or evidence derived from such statement will be used against that person in any subsequent criminal proceeding.

NO YES


G. Has within a ten (10) year period preceding this Bid/Proposal been convicted of or had a civil judgment rendered against it for or in relation to: (i) commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (federal, state or local) transaction or contract under a public transaction; (ii) collusion with another person or entity in connection with the submission of bid/proposals; (iii) violation of federal or state antitrust statutes or False Claims Acts; or (iv) commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statement(s) or receiving stolen property.

NO YES

PART V. ADDITIONAL QUESTIONS: In the event of a “Yes”, Contractor must provide all relevant information on a separate sheet annexed hereto, and the Authority reserves the right to inquire further with respect thereto.

A. List the name, title, and home and business address of each person or legal entity which has a 10% or more ownership or control interest in Contractor:

Name:_____________________________________________________________ Title:______________________________________________________________ Home address:_______________________________________________________ ___________________________________________________________________ Business address:_____________________________________________________

B. List the name, title, and home and business address of each director and principal officer of Contractor:

Name:______________________________________________________________ Title:_______________________________________________________________ Home address:______________________________________________________ ___________________________________________________________________ Business address:____________________________________________________

__________________________________________________________________

C. In the past ten (10) years, has Contractor entered into a consent decree, deferred prosecution agreement, or a non-prosecution agreement?

NO YES

D. In the past three (3) years, has Contractor been a subcontractor

on any contract with the Authority?

NO YES


E. In the past seven (7) years, have any bankruptcy proceedings been

initiated by or against the Contractor (whether or not closed) or is any bankruptcy proceeding pending by or against the Contractor regardless of the date of filing?

NO YES

F. In the past five (5) years, have there been any judgments,

injunctions, or liens of $100,000 or more, including but not limited to, judgments based on taxes owed, fines and penalties assessed by a government agency against Contractor at any time?

NO YES

G. Are there any judgments, injunctions, or liens for $100,000 or more each against Contractor that remain open, unsatisfied or in effect today?

NO YES

H. During the past five (5) years, has the Contractor failed to file any applicable federal, state or local tax return? NO YES

I. Does the Contractor own or rent office space? Please provide details. NO YES

J. Does any principal owner or officer of the Contractor, or any member of his/her immediate family, have an ownership interest in any entity that holds the title or lease to any real property used by the Contractor?

NO YES

K. Does Contractor share office space, staff, equipment, or expenses with any other entities? If “YES”, please provide details.

NO YES

L. Contractor is required to provide a list of contracts as requested in (1) and (2) below. For each of the contracts listed in (1) and (2) below, Contractor shall provide a brief description of the work performed, the contract number, the dollar amount at award and at completion, date completed, and the name and telephone number of the owner’s representative:

(1) List all contracts completed during the last three (3) years. If more than three (3) contracts have been completed in the past three (3) years, list the last three (3) contracts completed . a. Brief description of work performed:_____________________________

___________________________________________________________ Contract number:_____________________________________________ Dollar amount of award:_______________________________________ Date completed:______________________________________________


Name/Telephone number of company and Owner’s Representative: _____________________________ Dollar Amount at completion: ____________________________

b. Brief description of work performed:_____________________________ ___________________________________________________________

Contract number:_____________________________________________ Dollar amount of award:_______________________________________ Date completed:______________________________________________ Name/Telephone number of company and Owner’s Representative: _____________________________ Dollar Amount at completion: ____________________________

c. Brief description of work performed:_____________________________ ___________________________________________________________


(2) List each contract completed by Contractor during the last three (3) years for which liquidated damages or penalty provisions were assessed against Contractor for failure to complete the work on time or for any other reason. Contractor is required to provide an explanation of the circumstances for each contract.

a. Brief description of work performed:_____________________________ ___________________________________________________________


b. Brief description of work performed:_____________________________ ___________________________________________________________



c. Brief description of work performed:_____________________________

___________________________________________________________ Contract number:_____________________________________________ Dollar amount of award:_______________________________________ Date completed:______________________________________________ Name/Telephone number of company and Owner’s Representative: _____________________________ Dollar Amount at completion: ____________________________

If none of the above situations occurred during the last three (3) years, state “NONE” here: __________

M. Furnish the following information for each contract for which, during the last three (3) years, the

Contractor was: (1) Terminated for default; or (2) Sued to compel performance; or

(3) Sued to recover damages, including, without limitation, upon an alleged breach of contract, misfeasance, error or omission or other alleged failure on Contractor’s part to perform as required by the contract; or

(4) Called upon a surety to perform the work; or (5) Required to engage the services of an Integrity Monitor in connection with the award of or in

order to complete, any public or private contract; or (6) Required to draw on a letter of credit in lieu of a performance bond.

a. Brief description of work performed:____________________________ __________________________________________________________

Contract number:____________________________________________ Dollar amount of award:______________________________________

Date completed:_____________________________________________ Name/Telephone number of owner’s representative: ________________ __________________________________________________________

If none of the above situations occurred during the last three (3) years, state “NONE” here: ____________

N. List all Contractor employees: (Attach additional sheets as needed)

(1) Who are currently employees of MTA or any MTA subsidiary or affiliate:

Name:_________________________________________________________

Currently employed by: (check as appropriate)

MTA NYCT MaBSTOA SIRTOA MNCR

LIRR MSBA TBTA MTACC MTA BC


Name:___________________________________________________________

Currently employed by:



Name:___________________________________________________________

Currently employed by:



(2) Who within the past two (2) years have been MTA or any MTA subsidiary or affiliate employees who were involved on behalf of Contractor with the preparation of this bid/proposal or would be involved in the performance of the contract if it is awarded to Contractor.

Name:_________________________________________________________

Currently employed by:___________________________________________



Name:_________________________________________________________

Currently employed by:___________________________________________




O. Provide certified financial statements for Contractor’s last three (3) fiscal years. If Contractor does not

have certified financial statements, provide financial statements sworn to by Contractor’s chief financial officer. If Contractor is unable to provide any such statements, provide other information which will enable the Authority to evaluate and determine whether Contractor has sufficient financial resources to enable Contractor to perform the Contract.

P. Does Contractor have a subsidiary or affiliate? NO YES

Q. Is Contractor a subsidiary of another entity? NO YES

R. Within the past five (5) years or currently, does Contractor, any director, officer, principal, managerial employee of Contractor, or any person or entity with a 10% or more interest in Contractor have an interest of 10% or more in any other firm or legal entity?

NO YES

S. If the answer to P, Q or R is “YES,” would Contractor’s answers pertaining to Part V Questions A through M above be the same for each such parent, subsidiary, affiliate, firm or legal entity? If not, please provide a full explanation on a separate sheet of paper.

T. Describe the resources, including but not limited to, staffing, facilities, equipment, and tools that Contractor will commit to the performance of this contract. If this information is provided elsewhere in Contractor’s bid/proposal, please enter below the reference to that section in Contractor’s submission that responds to this question.

See Section:______________________________________

Contractor must sign here: _____________________________________________ Authorized Signature Date: __________________________


METROPOLITAN TRANSPORTATION AUTHORITY CONTRACTOR RESPONSIBILITY FORM

AFFIDAVIT AND ACKNOWLEDGEMENT

(Complete and submit this Affidavit and Acknowledgement Form unless

the Affidavit of No Change applies.) STATE OF ________________) ) SS: COUNTY OF______________) On the ____ day of ___________201__, before me personally came and appeared ______________________ by me known to be said person, who swore under oath as follows:

1. I am _______________________ of _________________________________. (Print name and title) (Print name of firm)

2. I am duly authorized to sign this questionnaire on behalf of said firm and duly signed

this document pursuant to said authorization.

3. The answers to the questions set forth in the Metropolitan Transportation Authority Contractor Responsibility Form and, except as set forth in the stated exceptions in Part III, the representations set forth in this questionnaire, are true, accurate and complete. I authorize the MTA to verify any such information and to conduct any background checks it deems appropriate.

4. I acknowledge and understand that the questionnaire includes provisions which are

deemed included in the contract if awarded to the firm. ______________________________ Signature

Sworn to and subscribed to before me this ____ day of ____________, 201_. ______________________________ Notary Public ____________ County My commission expires: __________


METROPOLITAN TRANSPORTATION AUTHORITY CONTRACTOR RESPONSIBILITY FORM

AFFIDAVIT OF NO CHANGE AND ACKNOWLEDGEMENT

STATE OF ________________) ) SS: COUNTY OF______________) On the ____ day of ___________201__, before me personally came and appeared ______________________ by me known to be said person, who swore under oath as follows:

1. I am _______________________ of __________________________________. (Print name and title) (Print name of firm)

2. I am duly authorized to sign this Affidavit of No Change on behalf of said firm and

duly signed this document pursuant to said authorization.

3. The Contractor previously submitted a Metropolitan Transportation Authority Contractor Responsibility Form within six (6) months prior to the date hereof to the Metropolitan Transportation Authority or an MTA subsidiary or affiliate.

4. Attached is an accurate and true copy of such previously submitted MTA Contractor Responsibility Form.

5. I hereby certify that there has been no material change in the information specified on such attached Contractor Responsibility Form except as follows: ______________________________________________________________________________________________________________________________

6. I acknowledge and understand that the previously submitted MTA Contractor

Responsibility Form includes provisions which are deemed included in the contract if awarded to the firm.

______________________________ Signature Sworn to and subscribed to before me this ____ day of ____________, 201_ ______________________________ Notary Public ____________ County My commission expires: __________


METROPOLITAN TRANSPORTATION AUTHORITY

CONTRACTOR RESPONSIBILITY FORM INSTRUCTIONS1

1. Who should complete and sign the Contractor Responsibility Form? This form must be

completed for all contracts of $250,000 or greater. In addition, contractors and known subcontractors in contracts involving “Special Circumstances” must complete this form. “Special Circumstances” are defined herein as contracts or subcontracts in excess of $100,000 in the following areas: painting; scrap; hazardous materials; concrete; lead; asbestos; inspection and testing; security-related projects; carting; and textiles and garments; or such area the Authority may designate from time to time. In addition, all known subcontractors having subcontracts in excess of $1 million must complete this form. The person who completes the Contractor Responsibility Form on behalf of the submitting contractor or subcontractor must provide his/her title; telephone/fax number and e-mail address in Part II of the questionnaire. The person who signs the questionnaire on behalf of the submitting contractor or subcontractor should be either Chief Executive, Executive Director, Chief Administrator, President, Vice President, Treasurer, Secretary, Chair of the Board of Directors, or the principal owner or officer responsible for administering the submitting contractor’s contract.

2. Who should complete and sign an Affidavit of No Change? If the Contractor has

previously submitted a Contractor Responsibility Form within one year prior to the present date and there have been no material changes in the information specified on that form, two original signed, notarized Affidavits of No Change must be executed for the submitting Contractor. It is required that one of the principal owners/officers whose title is listed in Paragraph 1 above execute the Affidavit of No Change on behalf of the submitting contractor.

3. For purposes of this questionnaire, the terms “Contractor,” “bidder,” and

“bidder/proposer” refer to both a bidder/proposer and to the firm to be awarded the contract, as well as Contractors seeking subcontracts for $1 million and more, or Contractors seeking contracts or subcontracts in special circumstances of $100,000 or more. All of the questions refer to the firm awarded the contract, with the exception of the questions in Parts III.C. and IV, which include separate instructions.

1 PERSONAL PRIVACY PROTECTION LAW NOTIFICATION The information the Contractor is providing on this application, including information about Key People, is requested pursuant to the New York State Public Authorities Law for the purposes of determining the Applicant Firm’s responsibility for a contract award. Failure to provide the specified information and authorization requested may, in the sole discretion of the MTA, prevent your firm’s award of a contract by the MTA and/or its agencies. The information will be kept in a file maintained by MTA and its agencies or other files maintained under the authority of MTA and its agencies. Information which, because of any name, number, symbol, mark or other identifier, can be used to identify a person, shall be received, maintained and used by the MTA and its agencies solely for the above-stated purposes and will be protected from public disclosure to the fullest extent permitted by law.


4. For all questions, matters on appeal must be disclosed.

5. Unless otherwise noted, all questions relate to the previous ten (10) years. 6. All questions on this questionnaire must be answered; do not leave blanks. Where

appropriate, state “None” or “Not Applicable” (N/A).

7. If additional space is required to fully respond to any question, please add sheets to this questionnaire and reference the question/answer appropriately.

8. This form includes:

a. Contractor representations and obligations (Part III) which (a) apply to Contractor's

bid/proposal; and (b) are deemed incorporated into the contract between the Contractor and Authority if the contract is awarded to Contractor. If any representation is not accurate and complete at the time Contractor signs this form, Contractor must, as part of its bid, identify the provision and explain the reason in detail on a separate sheet, as provided in Part III; and

b. Questions which Contractor must answer as part of its bid/proposal (Parts III.C., IV, and V).

9. If during the performance of this Contract, either of the following occurs, Contractor

shall promptly give notice in writing of the situation to the Authority's Chief Procurement Officer, and thereafter cooperate with the Authority's review and investigation of such information.

a. Contractor has reason to believe that any representation or answer to any question

contained in this Contractor Responsibility Form was not accurate or complete at the time Contractor Responsibility Form was signed; or

b. Events occur or circumstances change so that an answer to any question on this Form is no longer accurate or complete.

10. In the Authority's sole discretion, the following shall constitute grounds for the Authority to

take remedial action up to and including immediate termination of the Contract for convenience without payment for profit and overhead for work not performed if:

a. Contractor fails to notify the Chief Procurement Officer as required by "9" above;

b. Contractor fails to cooperate with the Authority's request for additional information as

required by "9" above;


c. Contractor, a Contractor director, officer, principal, managerial employee, or owner of a 10% or more interest in Contractor, is convicted of a crime involving a public contract; or

d. Significant concerns about the Contractor's integrity are raised based upon an evaluation

of the events underlying any other determination, indictment, conviction, or other allegation that Contractor or a Contractor director, officer, principal, managerial employee, or owner of a 10% or more interest in Contractor, or has been involved in any felony or a misdemeanor related to truthfulness and/or business conduct in the past ten (10) years.

11. The Authority reserves the right to inquire further with respect to Contractor's responses;

and Contractor consents to such further inquiry and agrees to furnish all relevant documents and information as requested by the Authority. Any response to this document prior or subsequent to Contractor's bid or proposal which is or may be construed as unfavorable to Contractor will not necessarily automatically result in a negative finding on the question of Contractor’s responsibility or a decision to terminate the Contract if it is awarded to Contractor.

12. Definitions:

a. Affiliate: An entity in which the parent of the submitting contractor owns more than

fifty (50) % of the voting stock and/or an entity in which a group of principal owners or officers that owns more than fifty (50) % of the submitting contractor also owns more than fifty (50) % of the voting stock.

b. Authority: refers to the MTA and/or MTA subsidiary or affiliate to which the

Contractor is submitting its bid or proposal and/or which is awarding the contract sought.

c. Control: The submitting contractor is controlled by another entity when: (1) the other

entity holds ten (10) % or more of the voting stock of the submitting contractor; or (2) the other entity directs or has the right to direct daily operations. The submitting contractor controls another entity when: (1) it holds ten (10) % or more of the voting stock of the other entity; or (2) it directs or has the right to direct daily operations.

d. Government agency(ies): include city, state, federal public agencies, quasi-public

agencies, authorities and corporations, public development corporations, public benefit corporations and local development corporations.

e. Integrity Monitor: includes an Independent Private Sector Inspector General

(“IPSIG”), or any independent private sector firm with legal, audit, investigative and loss prevention skills, employed by an organization or government entity, either voluntarily or by compulsory process, to monitor an entity’s business activities to ensure compliance with relevant laws and regulations, as well as to uncover and report unethical or illegal conduct within and against the entity.


f. Joint Venture: a business undertaking by two or more persons, corporations or other

legal entities engaged in a single defined project. The necessary elements are: (1) an express or implied agreement; (2) a common purpose the group intends to carry out; and (3) shared profits and losses.

g. Managerial employees or managerial capacity: Employees in a supervisory capacity

who, either by virtue of their title or their duties, operate with discretion over solicitation, letting, or management of contracts with public agencies.

h. Metropolitan Transportation Authority (“MTA”) subsidiary or affiliate includes:

New York City Transit Authority (“NYCT”), Manhattan and Bronx Surface Transit Operating Authority (“MaBSTOA”), Staten Island Rapid Transit Operating Authority (“SIRTOA”), Triborough Bridge and Tunnel Authority (“TBTA”), Metro-North Commuter Railroad Company (“MNCR”), Long Island Rail Road (“LIRR”), Metropolitan Suburban Bus Authority (“MSBA”), MTA Bus Company (“MTA BC”), MTA Capital Construction (“MTACC”) and First Mutual Transportation Assurance Company (“FMTAC”).

i. Officer: Any individual who serves as or performs the functions of chief executive

officer, chief financial officer, or chief operating officer of the submitting contractor, without regard to such individual’s title. president, vice president, secretary, treasurer, board chairperson, trustee (individual or entity who administers a trust) or their equivalents.

j. Parent: Any entity including, but not limited to any individual, partnership, joint

venture or corporation which owns (50) % or more of the voting stock of another entity.

k. Principal Owner: An individual, partnership, joint venture or corporation that holds a

ten (10) % or greater ownership interest in a submitting contractor or subcontractor.

l. Share: To have space, staff, equipment, expenses, or use such items, in common with one or more other entities.

m. Significant Adverse Information: includes but is not limited to an unsatisfactory final

performance evaluation on a contract with any MTA agency within the immediate prior three (3) years, an uncured interim unsatisfactory rating on a contract with any MTA agency, or an answer of “yes” to any question in Part IV herein.


n. Subcontract: An agreement between an individual or entity that is a party to a

contract and another individual or entity which is for the provision of goods, services or construction pursuant to that contract, and has a value that when aggregated with the values of all other such agreements with the same individual or entity and subcontractor during the immediately preceding twelve (12) month period is valued at one million dollars ($1,000,000) or more, and in special circumstances involving agreements of $100,000 or more.

o. Submitting Contractor: The entity submitting the Contractor Responsibility Form.

p. Subsidiary: An entity in which the majority of the voting stock is owned by a parent.

MTA RFP No. 13045 Attachment B

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of 14 MTA Agreement No. 13045 Attachment C

METROPOLITAN TRANSPORTATION AUTHORITY AND [ ] Agreement Number: [ ]

(MTA Purchase Order Number: [ ]) Agreement dated as of the [ ] day of [ ], 20[ ] by and between METROPOLITAN TRANSPORTATION AUTHORITY, with offices at 347 Madison Avenue, New York, New York 10017, a public benefit corporation organized and existing under the laws of the State of New York and hereinafter referred to as the "Authority", and [COMPANY NAME], [type of legal entity] a [ ] organized under the laws of the State of [ ] and having an office at [ ] and being hereinafter referred to as the "Contractor". W I T N E S S E T H: WHEREAS, the Contractor has offered to perform services in connection with the Authority’s procure to pay processes [ ] and; WHEREAS, the Authority is willing to contract for the performance of such services upon the terms and conditions set forth in the Request for Proposals dated [ ] as amended on [ ] and as hereinafter set forth. NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth, the parties hereto agree as follows: ARTICLE I − SCOPE OF SERVICES The terms and conditions of the Request for Proposals are incorporated herein by reference. The Contractor agrees to perform or have performed for the benefit of the Authority all of the services (hereinafter referred to as the "Services") set forth and described in the Authority's Request for Proposals referenced above and in the Contractor's proposal of [ ] entitled [ ], [as amended on ] which services are herein incorporated by reference, except as the same may be hereinafter modified. Only those services shall be so performed and the Contractor shall not make any modification thereto except pursuant to Supplemental Agreement between the Authority and the Contractor. ARTICLE II − PAYMENT FOR SERVICES The Authority agrees to compensate the Contractor for the performance of the Services in accordance with the provisions of Appendix A to this Agreement. Compensation is deemed to include reimbursement where appropriate.


ARTICLE III − GENERAL A. The Contractor agrees that it will at all times employ, maintain and assign to the performance of the Services a sufficient number of competent and qualified professional and other personnel to meet the progress schedule to which reference is hereinafter made. B. The Contractor agrees that it will at all times cooperate with the Authority and coordinate its work with the work and requirements of the Authority. C. The following individuals: [ ] and [ ] are Contractor's key persons for this project. A key person shall: (a) be dedicated to this project or, if not dedicated to this project, shall have this project as his/her highest priority; (b) not be removed by Contractor from this project without the Authority's consent in writing in advance; (c) be removed from the project at the request of the Authority; and (d) be replaced only by a person who is approved in advance in writing by the Authority. D. In the performance of the Services, the Contractor shall avoid infringement of any tangible or intangible property right of a third-party including a right based upon copyright, trademark, patent, trade secret, or contract. E. All notices required or permitted under this Agreement shall be in writing and shall be deemed sufficiently served if sent by Registered Mail, addressed as follows: (1) To the Authority: METROPOLITAN TRANSPORTATION AUTHORITY 347 Madison Avenue New York, NY 10017 Attention: Director of Procurement (2) To the Contractor: [COMPANY'S NAME IN CAPS] Attention: [ ] Either party may at any time designate a different address by giving notice as provided above to the other party. F. The Contractor shall conform to the Guidelines for Contractors as set forth in Appendix C attached hereto and made a part hereof. G. If any provision of this Agreement or any application thereof shall be invalid or unenforceable, the remainder of the Agreement and any other application of such provision shall not be affected thereby.


ARTICLE IV − MANNER OF PERFORMANCE The Contractor is engaged in an independent business and agrees to perform the Services in the manner of and as an independent contractor and not as the agent or employee of the Authority. The Contractor shall exercise full control over and supervision of the employment, direction, compensation and discharge of its officers and employees and of all other persons assisting it in the performance of the Services. ARTICLE V – CONTRACTOR’S WARRANTY AND CONTRACTOR'S LIABILITY AND INDEMNIFICATION

A. Contractor represents and warrants to the Authority that the Services will be performed in accordance with appropriate professional standards and best practices and that the persons performing such Services on behalf of Contractor are and will continue to be qualified by education, training and experience to perform the Services and that the Contractor’s deliverables will perform as intended.

B. The Authority’s remedy for breach of warranty is to require that Contractor, within

seven days after receipt of notice of a breach of warranty, submit to the Authority a detailed plan and schedule for Contractor, at no cost to the Authority, to design and deliver a cure for the breach, which plan and schedule shall be subject to the Authority’s approval. Upon Authority approval, Contractor shall promptly initiate and complete the cure based upon the approved plan and schedule.

C. The warranty in “A” shall commence upon initiation of the Services and terminate one

year after the last of Contractor’s deliverables has been received and accepted by the Authority.

D. Except for claims, suits, actions, damages and costs otherwise provided for in the

Article hereof entitled "Ownership of Plans; Patents and Copyrights", the Contractor shall assume the defense of, and protect, indemnify and hold the Authority, its affiliates and subsidiaries harmless from and against third-party claims, suits, actions, damages and costs of every type and description brought or recovered against it or them to the extent arising out of or in connection with the performance of Services by the Contractor, its subcontractors and their respective officers, agents and employees, irrespective of whether the claim, suit, action, damage or cost shall have been due in part to negligence of the Contractor or its subcontractors or negligence of the Authority, its affiliates and subsidiaries, or of any other persons, except to the extent caused by the sole negligence of the Authority. Such indemnity shall not be deemed limited by any insurance taken out pursuant to the provisions of this Agreement.


ARTICLE VI − PERIOD OF PERFORMANCE The effective date of this Agreement is [ ]. In no event shall the period of performance be greater than [ ] ( ) months from the effective date of this Agreement. ARTICLE VII − OWNERSHIP OF PLANS; PATENTS AND COPYRIGHTS A. All products of the performance of the services by Contractor and its subcontractors shall be deemed works made for hire under the Federal Copyright Law and to the extent not so deemed, Contractor hereby assigns all rights thereto to the Authority. The Authority shall own any patent or copyright to, and the right to patent or copyright, any plan, drawing, design, specification, report, software, study, survey, data, compositions of matter, manufactures, apparatus, appliances, processes of manufacture or types of construction or materials, regardless of medium (hereafter "Material") prepared by or for the Contractor, any subcontractor, or by their respective consultants, agents, officers or employees in connection with performance of the Services, whether prior or subsequent to execution of this Agreement. Upon completion of the Services or the earlier termination of this Agreement, the Contractor shall deliver to the Authority all such Material, including such documentation, certifications and executed forms, assignments and agreements as may be necessary to enable the Authority to fully own all right to, and to comprehend, apply and change such Material, including the knowledge and information contained in such Materials and to patent or copyright same. B. In the event, independently of this Agreement, any such Materials or portions thereof utilized in the performance of the Services are Contractor’s proprietary methodologies, or have been or may be patented or copyrighted by others or are subject to other protection from use or disclosure, then the Authority, its affiliates and subsidiaries shall have a royalty-free perpetual license to use, reproduce and modify the same for any Authority purpose, provided that if the Contractor does not have the right to grant such a license, the Contractor shall obtain for the Authority such rights of use as it may request, for itself, its affiliates and subsidiaries, without separate or additional compensation, whether such Materials or portions thereof are patented or copyrighted or become subject to such other protection from use before, during or after the performance of the Services. The Authority shall have the right to use or permit the use of all such Materials, and also any oral information of any nature whatsoever received by the Authority in connection with performance of the Services, and any ideas or methods represented by such Materials, for any purposes and at any time without other compensation than that specifically provided herein, and no such Materials prepared or utilized in connection with performance of the Services shall be deemed to have been given in confidence and any statement or legend to the contrary thereon shall be void and of no effect. C. Subject to the provisions set forth below in this Paragraph C, the Contractor shall indemnify the Authority, its affiliates and its subsidiaries against and save them harmless from all loss and expense incurred in the defense, settlement or satisfaction of any claims in the nature of infringement of any tangible or intangible property right including contract, patent, copyright or trade secret infringement or unfair competition arising out of or in connection with the use, in


accordance with preceding Paragraphs A and B of this Article, of such Materials or portions thereof which are patentable or which may be copyrighted, or which are patented or copyrighted, or which are otherwise protected by law. If requested by the Authority or any of its affiliates or subsidiaries, and if notified promptly in writing of any claim as to which the Contractor is to indemnify the Authority or such affiliate or subsidiary, the Contractor shall conduct all negotiations with respect to, and defend, such claim without expense to the Authority or such affiliate or subsidiary. If the Authority or any of its affiliates or subsidiaries be enjoined from using the product of the Services or any portion thereof as to which the Contractor is to indemnify the Authority or such affiliate or subsidiary against such claims, the Authority or such affiliate or subsidiary may, at its option and without thereby limiting any other right it may have hereunder or at law or in equity, require the Contractor to provide at its own expense, substitutes for such product or affected portion thereof not subject to such injunction and not infringing any patent, copyright, trade secret or other protection from use or disclosure, and if the Contractor shall fail to do so, the Contractor shall, at its expense, refund the cost of the offending product or portion thereof to the Authority or take such steps as may be necessary to ensure compliance by the Authority or such affiliate or subsidiary with such injunction, to the satisfaction of the Authority. ARTICLE VIII − ASSIGNMENT A. Contractor may not, by agreement, operation of law, or otherwise, assign, encumber, transfer, convey, sublet or otherwise dispose of this Agreement to any entity or person, in whole or in part, including but not limited to an assignment, transfer or conveyance by change in the control or change in the ownership of Contractor or a change in control or change in the ownership of any entity owning or controlling Contractor, without the prior written consent of the Authority, which consent may be withheld, conditioned or delayed in the Authority’s sole discretion (provided that Contractor may assign monies due or to become due to Contractor under the Agreement upon prior written notice to Authority and Authority’s written acknowledgment). A “change in control” includes, but is not limited to, any change in the ownership or control of Contractor or any entity owning or controlling Contractor, whether such change results from a merger, or a sale, assignment or transfer of stock, or a sale of assets, or a sale, transfer or assignment of assets to an affiliate or subsidiary, or a sale, transfer or assignment of assets to an affiliate or subsidiary with a subsequent sale or transfer of such affiliate or subsidiary, or a transfer or change in control by contract or other such agreement. B. Any action by Contractor which violates the provisions of section A, above, shall be deemed to be a breach of the Agreement by Contractor and Authority shall have all rights and remedies available to it under law and equity, including termination of the Agreement. C. In the event of the assignment of monies due or to become due under this Agreement, the Authority may require that Contractor provide the Authority with such information, documentation, and authorization as the Authority may deem appropriate.


ARTICLE IX − SUBCONTRACTS The Contractor, subject to the written approval of the Authority, may retain the services of such subcontractors as may be necessary for the proper performance of the Services. Each subcontractor, the terms of each subcontract, and the subcontractor's specific staff members assigned to this project, are subject to the Authority's prior approval. Unless otherwise agreed to in writing by supplemental agreement, the terms of each subcontract shall: a) incorporate the provisions of this agreement and provide that, for purposes of the subcontract, Contractor shall be deemed the Authority and subcontractor shall be deemed Contractor; b) be subject to the prior approval of the Authority in writing before the subcontract is deemed in effect. Contractor shall request approval by sending the Authority a request for approval in accordance with Article III(E). Such request shall include a copy of the proposed subcontract and identify and provide relevant information about the specific subcontractor staff members to be assigned to this project. If Contractor enters into agreement with, or directs, the subcontractor to perform work on the Authority’s behalf without the sole written permission of the Authority’s Procurement Division, the Authority shall not be liable or obligated whatsoever for any goods, services, or other costs which are not expressly authorized by the Authority. ARTICLE X − LIAISON The Contractor shall maintain continuing liaison with and shall report to, as requested by the Authority, all affected public agencies, and the Contractor shall keep the Authority fully informed as to the progress of the Services at all times. The Contractor shall do so not only through regularly issued progress and cost reports and minutes, as herein provided, but through close liaison between Authority personnel and Contractor personnel. The Contractor shall submit to the Authority minutes of any meetings attended by the Contractor relating to the Services within ten (10) days following such meetings. ARTICLE XI − METHOD AND TIMES OF PAYMENT A. Contractor will be paid for Services performed in accordance with the provisions of Appendix A. Amounts payable under the provisions of Appendix A as reimbursement for those actual, reasonable and necessary costs incurred by the Contractor which are directly attributable or properly allocable to the Services may be billed to the Authority periodically, but not more often than once each month, upon invoices certified to by the Contractor. All invoices shall be taken from the books of account kept by the Contractor, shall be supported by copies of payroll distribution, receipted bills or other documents reasonably required by the Authority. B. In addition to the Agreement number shown on the first page of this Agreement, the Authority has assigned a Purchase Order number to the Agreement, for control purposes. Separate Purchase Order numbers will also be assigned to any supplemental agreements that may be issued in future modifying the Agreement. The Contractor must ensure that when submitting invoices


for payment, 1) the Purchase Order number as well as the Agreement number (both shown on the first page of the Agreement and Supplemental Agreement) are shown on invoices, and 2) the Company Name shown on invoices exactly matches the Company Name as it is shown on the first page of the Agreement or Supplemental Agreement. Any invoice that is received by the Authority without the specific information required herein will be returned to the Contractor for correction and resubmission. Properly prepared invoices will be processed promptly for payment in accordance with the compensation provisions of this Agreement. ARTICLE XII − RECORDS, ACCOUNTS, INSPECTION AND AUDIT A. The Contractor shall keep records and books of account, showing the actual cost to it of all items of labor, material, equipment, supplies, services and other expenditures of whatever nature for which compensation is payable under Appendix A. B. The Authority and its representatives shall at all times during normal business hours have access to the premises of the Contractor where its records are kept and to all Contractor work product and materials, books, records, correspondence, instructions, working papers, plans, drawings, specifications, receipts, vouchers and memoranda of every description of the Contractor pertaining to the Services, and the Contractor, at its expense, shall preserve such documents for a period of four (4) years after completion of services. ARTICLE XIII − LAWS The Contractor agrees: (a) To comply with the provisions of all state, federal and local statutes, ordinances and regulations applicable to the performance of this Agreement; (b) To procure all legally required licenses and permits; (c) That any judicial or administrative claim it may assert will be brought exclusively in a New York State Court or administrative agency located within New York City; and (d) That this Agreement shall be governed by the laws of the State of New York excluding New York conflict of law rules. ARTICLE XIV − BONDS AND INSURANCE A. The Contractor shall procure and thereafter maintain in force until completion of the Services or the earlier termination of this Agreement no less than the insurance set forth in Appendix C in such forms and such amounts as the Authority may require. B. The Contractor shall secure compensation for the benefit of, and keep insured during the life of the Agreement, such employees as are required to be insured by the provisions of


the Worker's Compensation Law. This Agreement shall be void and of no effect unless Contractor complies with the provisions of this section. ARTICLE XV − LOSS OR DAMAGE TO PROPERTY OF THE AUTHORITY The Contractor shall care for and protect all tangible and intangible property of the Authority which comes into the possession or custody of the Contractor and shall, at its own cost and expense, repair or restore any such property which is lost or damaged to any extent due to its negligence. ARTICLE XVI − AMOUNT OBLIGATED A. The total amount obligated under this Agreement is $[ ] and the Authority may not be required to pay to the Contractor under this Agreement any sums in excess of that amount unless and until such amount shall have been increased by supplemental agreement between the parties. Said amount obligated is based upon [insert whichever applies: a fixed price/ a guarantee that the Services will be successfully completed within a not to exceed amount], and the Services shall be successfully completed within said amount. If, at any time, the Contractor has reason to believe that the total cost to the Authority for the performance of this Agreement will be greater or substantially less than such amount, the Contractor shall notify the Authority's Director of Procurement in writing to that effect, giving justification for the revision and an estimate of the revised amount. No change in the scope of the Services, whether or not such change may have an effect on the cost of this Agreement, shall be made, except pursuant to supplemental agreement between the parties. B. The Authority shall not be responsible for Contractor costs attributable to: i) Contractor or subcontractor mistakes or inefficiencies; ii) Contractor or subcontractor failure to timely identify and resolve problems; or iii) the training or other time required to bring a replacement person up to the level of proficiency and knowledge of the person being replaced. ARTICLE XVII − MODIFICATIONS The Contractor must promptly notify the Contract Manager, in writing, of a potential change under this Agreement, except that such notice is not required if the change is initiated by the Authority. The Authority's decision as to whether the work constituting an alleged change is in fact a change shall be final and binding upon the Contractor. In the event of a change, work shall be identified and the price of the contract shall be appropriately adjusted upwardly or downwardly through negotiations. Such negotiated change can only be authorized by issuance of a supplemental agreement by the Authority referencing and revising the Agreement. If a negotiated agreement for the change cannot be reached, the Contractor may be directed by the Authority’s Director or Deputy Directors of Procurement to perform such change pending further negotiations with the Authority's Procurement Division.


This Agreement constitutes the entire agreement between the Authority and Contractor. The Authority is not bound by any: a) written or oral statement or representation which is not set forth in this Agreement; and b) any written or oral change to this Agreement which is not set forth in a duly executed supplement to this Agreement. Accordingly, the Authority is not liable or obligated for any goods, services, or other costs which are not expressly set forth in this Agreement. The only persons authorized on behalf of the Authority to agree to a change or modification to this Agreement are the Authority's Director of Procurement and the Deputy Directors of Procurement. Such an agreement must be in writing. No other person is authorized to change or modify this Agreement in writing or orally. ARTICLE XVIII − DISPUTES Except as otherwise provided in this Agreement, a dispute concerning a question of fact arising under this Agreement which is not disposed of by agreement shall be decided by the Authority's Procurement Deputy Director or the duly authorized representative of the Director of Procurement, who shall reduce its decision to writing and mail or otherwise furnish a copy thereof to the Contractor. The decision of the Authority shall be final and conclusive unless, within 10 days from the date of receipt of such copy, the Contractor mails or otherwise furnishes to the Authority a written appeal addressed to the Director of Procurement. In connection with any appeal proceeding under this clause the Contractor shall be afforded an opportunity to be heard and to offer evidence in support of his appeal. Pending final decision of a dispute hereunder, the Contractor shall proceed diligently with the performance of this Agreement and in accordance with the Authority's decision. The decision of the Authority's Director of Procurement for the determination of such appeals shall be final and conclusive. Nothing shall preclude Contractor from challenging the decision of the Authority's Director of Procurement on the basis of a claim that such decision is arbitrary in a New York State Court or administrative agency located within New York City. ARTICLE XIX − TERMINATION The Authority may terminate this Agreement in whole or part at any time and for any reason (irrespective of whether the Contractor is in default) including the finding that the certification filed by the Contractor in accordance with New York State Finance Law, Section 139-k (“The “Lobbying Law”) was intentionally false or intentionally incomplete. Promptly upon receipt of such notice and unless otherwise directed in writing by the Authority, the Contractor shall discontinue all work by its officers and employees, shall halt the placing of further subcontracts and orders for services, materials, facilities or supplies and, insofar as possible, shall proceed to halt work under, and to cancel, all subcontracts and outstanding orders to the extent the same are reimbursable hereunder. Upon termination without default of the Contractor, the Contractor shall be paid for services performed up to the effective date of termination, and the Authority shall have no further obligation to the Contractor. The Authority shall reimburse the Contractor for all reasonable cancellation


charges incurred by it and should the Contractor be unable to arrange a cancellation under any such order or subcontract, it will follow the instructions of the Authority in the premises, in which event the Authority will hold the Contractor harmless from and against any loss or damages arising out of such order or subcontract and from the making of any further payments. If the nature of the Services and termination or expiration of this Agreement require the need for a smooth transition as determined by the Authority, at the Authority’s request Contractor shall cooperate with the Authority to assure a smooth transition. ARTICLE XX − NON-DISCLOSURE/PERSONAL PRIVACY LAW A. Except upon prior written approval of the Authority, the Contractor shall not furnish or disclose or allow its employees or agents, or subcontractors or their employees or agents, to furnish or disclose to any person or organization, (a) any reports, studies, data, or other information provided by, or obtained from the Authority in connection with the Services performed under this Agreement, (b) any reports, studies, recommendations, data or other information relating to, or made or developed by the Contractor or its subcontractors in the course of the performance of such Services hereunder, or (c) the results of any of such Services performed. All reports, studies, recommendations, data, and other products of the performance of Services by the Contractor or its subcontractors hereunder shall become the property of the Authority. B. The relevant provisions of the New York Personal Privacy Protection Law (Article 6-A of the Public Authorities Law, the “PPPL”) shall apply to this Agreement as if Contractor were an agency of the State of New York as defined therein. In addition to Contractor’s obligations under Paragraph A above, if, in connection with the performance of Services under this Agreement, Contractor receives or otherwise has possession or control of information which, because of any name, number, symbol, mark or other identifier, can be used to identify a person (“Personal Information”), such Personal Information shall be received, maintained and used by Contractor solely for the purpose of performing this Agreement and for no other purpose, in accordance with the Authority’s security standards and, at the request of the Authority, shall be encrypted in accordance with the Authority’s security standards. If Contractor receives a request for disclosure of Personal Information to any person or entity not expressly authorized under this Agreement, Contractor shall not comply with the request and shall instead promptly notify the Authority’s Project Manager. If Contractor is required by law to comply with the request, to the extent lawful, Contractor shall delay complying with the request until Contractor notifies the Authority’s General Counsel in the most expeditious manner possible (e.g., telephone, email, fax) and affords the Authority with the opportunity to lawfully oppose such request. ARTICLE XXI – QUALITY OF DELIVERABLES All computer programs, documentation, reports, studies, recommendations, data, deliverables, and other products of the performance of the Services by the Contractor and its subcontractors shall be delivered to the Authority on such medium as requested by the Authority, with sufficient detail and clarity, and with sufficient explanations and information, to enable the Authority to understand, apply, modify and maintain such products without further assistance. Any


deliverable to any extent consisting of computer code, shall include detailed documentation and source code, the name of each person who prepared the code, and, a clear indication of which portion of the code was prepared by each person. ARTICLE XXII – DATA Data, Contractor work product, and drafts which are within Contractor’s possession or control shall at all times be accessible to the Authority, and copies shall be supplied by the Contractor to the Authority at its request. This Contractor’s obligation applies even if the Contractor is in dispute with the Authority or may otherwise claim or have the right to withhold data or drafts from the Authority. ARTICLE XXIII − CONFLICT OF INTEREST The Contractor represents that: (a) No officer, director, employee, agent, or other contractor of the Metropolitan Transportation Authority, or its respective subsidiaries and affiliates (collectively the "Authorities") or a member of the immediate family or household of any of the aforesaid has directly or indirectly received or been promised any form of benefit, payment or compensation, whether tangible or intangible or in connection with the grant of this Agreement. (b) There are no undisclosed persons or entities interested with the Contractor in this Agreement. This Agreement is entered into by the Contractor without any connection with any other entity or person making a proposal for the same purpose, and without collusion, fraud or conflict of interest. No elected or appointed officer or official, director, employee, agent or other contractor of the Authorities, or of the City or State of New York (including elected and appointed members of the legislative and executive branches of government), or a member of the immediate family or household of any of the aforesaid: i) is interested on behalf of or through the Contractor directly or indirectly in

any manner whatsoever in the execution or the performance of this Agreement, or in the Services, supplies or work, to which this Agreement relates or in any portion of the revenues; or

ii) is an employee, agent, advisor, or consultant to the Contractor or to the best

of Contractor's knowledge any subcontractor or supplier to Contractor. As an exception to the above, the Authorities, in their sole discretion, may consent in writing to waive this provision with respect to an individual or entity if the Contractor provides the Authorities with a written request for such waiver, in advance, which identifies all of the individuals and entities involved and sets forth in detail the nature of the relationship and why it would not constitute a conflict of interest.


(c) Neither the Contractor nor any officer, director, employee, agency, parent, subsidiary, or affiliate of the Contractor shall have an interest which is in conflict with the Contractor's faithful performance of Contractor's obligations under this Agreement; provided that the Authorities, in their sole discretions, may consent in writing to such a relationship, provided Contractor provides the Authorities with a written notice, in advance, which identifies all the individuals and entities involved and sets forth in detail the nature of the relationship and why it is in the Authorities best interest to consent to such relationship. (d) The provisions of this Article are supplemental to, not in lieu of, all applicable laws with respect to conflict of interest or professional standard. In the event there is a difference between the standards applicable under this Agreement and those provided by statute or professional standard, the stricter standard shall apply. (e) In the event the Contractor has no prior knowledge of a conflict of interest as set forth above and acquires information which may indicate that there may be an actual or apparent violation of any of the above, the Contractor shall promptly bring such information to the attention of the Contract Manager. The Contractor shall thereafter cooperate with the Authorities' review and investigation of such information, and comply with the instructions Contractor receives from the Contract Manager in regard to remedying the situation. ARTICLE XXIV − AFFIRMATIVE ACTION/EQUAL EMPLOYMENT OPPORTUNITY PROVISIONS This Agreement is subject to the Affirmative Action/EEO Requirements attached hereto as Appendix B. The Contractor is required to comply therewith. ARTICLE XXV − PROCUREMENT LOBBYING DISCLOSURE (THE “LOBBYING LAW”) This Agreement is subject to the provisions of New York State Finance Law, Sections 139-j and 139-k (the “Lobbying Law”), which became effective on January 1, 2006. The Lobbying Law, which is designed to restrict lobbying by Offerors and lobbyists on governmental procurements, is summarized in Attachment F to the Request For Proposals that resulted in the award of this contract. Among other things, the Law imposes fines and penalties against persons and organizations that engage in impermissible contacts about a governmental procurement and provides for the debarment of repeat violators. The Contractor agrees to the following: A. The affirmation, certifications and disclosure of prior non-responsibility determinations submitted with the Contractor’s Proposal are incorporated herein by reference. B. If applicable for certain modifications that may be made in future to this contract, the Contractor will be required to submit new disclosure and certification forms (Disclosure of Prior Non-responsibility Determinations and the “Affirmation and Certification”) with its proposal for the contract modification. The Contractor would be required to disclose findings of non-responsibility due to intentional provision of false or incomplete information to a covered agency or authority within the past four years with respect to the Lobbying Law.


C. Contractor may be in default in the event it is found that the Contractor’s

“Affirmation and Certifications” form and its “Disclosure of Prior Non-responsibility Determinations” form submitted with its proposal were intentionally false or intentionally incomplete. Upon such finding, the Authority may exercise its termination right by providing written notification to the Contractor in accordance with the terms of this Contract. ARTICLE XXVI – NEW YORK STATE COMPTROLLER REVIEW/APPROVAL

In accordance with Public Authorities Law §2879-a, this contract may be subject to review and/or approval of the Office of the State Comptroller (OSC), and shall not be valid, effective or binding until it has been approved by the OSC, if such review and/or approval is required. ARTICLE XXVII – EMPLOYMENT ELIGIBILITY VERIFICATION (Form I-9) The Contractor is responsible for complying in all respects with the Immigration Reform and Control Act of 1986, as amended (“IRCA”), with respect to all persons performing Services on its behalf in connection with this Agreement, including employees and agents of Contractor and any subcontractor. Specifically, for each such employee/agent, including a person who is a United States citizen, Contractor is responsible for completing and retaining and causing any subcontractor to complete and retain, an Employment Eligibility Verification Form (Form I-9), in accordance with the applicable laws and regulations. The Contractor will assume any and all liability, including the defense thereof, that may result from a claim or finding that the Contractor or any subcontractor violated the IRCA with respect to any person performing Services on its behalf in connection with this Contract. ARTICLE XXVIII − CERTIFICATION OF COMPLIANCE WITH THE LOBBYING LAW By signing this Agreement, the Contractor also certifies that all information provided to the Authority with respect to New York State Finance Law, Sections 139-j and 139-k (the “Lobbying Law”) is complete, true and accurate. ARTICLE XXXIX − METROPOLITAN TRANSPORTATION AUTHORITY VENDOR

CODE OF ETHICS By signing this Agreement, the Contractor agrees to: a) continue complying with the terms of the MTA Vendor Code of Ethics, which has been made available for viewing on the MTA website at www.mta.info/mta/procurement/vendor-code.htm; and b) continue reporting to the Authority, during the term of this contract, any change in circumstance, including but not limited to conflicts of interest, that materially affects the previously submitted “Proposer’s Certification of Compliance with the Vendor Code of Ethics” or subsequent update(s) submitted to the Authority under this contract.



IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the day and year first above written. METROPOLITAN TRANSPORTATION AUTHORITY BY ____________________________________________ Authorized Officer APPROVED AS TO FORM: BY_____________________________________________ Senior Associate Counsel [NAME OF CONTRACTOR] BY_______________________________ Authorized Officer __________________________________ Federal Tax Identification No. Appendices Appendix A: Compensation Provisions Appendix B: Affirmative Action/EEO Provisions Appendix C: Guidelines for Contractors Boiler/Agreements/Personal SvcLF.doc Rev.1l/7/08

of 4 MTA Agreement No. 13045 APPENDIX A

APPENDIX A COMPENSATION PROVISIONS 1. The purpose of this Appendix is to establish the basis of payment and reimbursement to the Contractor for Services performed in accordance with terms and conditions of the Agreement. Within thirty (30) days from the date of this Agreement the Contractor shall furnish to the Authority a list showing the names, titles and billing rates of the employees (including those of the subcontractor) who will be directly employed in the performance of the Services. 2. Invoices which are prepared and documented in accordance with the requirements stated herein will be paid by the Authority within thirty (30) days after receipt. The MTA Business Service Center (“MTA BSC”) is the component of the Metropolitan Transportation Authority that will make authorized payments to Contractor. All payments by the MTA BSC shall be made via Automated Clearing House ("ACH"). Contractor authorizes the MTA BSC to make payments to Contractor using an ACH designated by the MTA BSC. If you have not previously provided ACH instructions to the MTA BSC or if previously provided ACH instructions have changed, promptly upon award the Contractor shall prepare and submit current ACH information to the MTA BSC. The form for submitting that and other information, the Vendor Master Setup Maintenance form, is available online at http://www.mtabsc.info/vendors. All invoices will require a PO number. If you are not currently using a PO number, contact your agency Procurement Manager or Buyer and submit invoices as follows:

Email: [email protected] Fax: 212-971-5060 Address: MTA Business Service Center Accounts Payable 333 W. 34th Street, 9th Floor New York, NY 10001-2402 3. The amounts payable under the provisions of Paragraph 4 of this Appendix A as a lump sum fee and as a lump sum general and administrative fee on subcontracted services shall be billed to the Authority in installments simultaneously with the presentation of the invoices referred to in Paragraph 2 above. Each installment of each such fee is to be computed by applying to the applicable lump sum fee the ratio that the amount the applicable services billed in each such invoice bears to the applicable services set forth in this Appendix A until each fee has been fully paid; but notwithstanding the calculation of such installments, in no event shall either lump sum fee to be paid the Contractor hereunder exceed or be less than (except, in the latter case, if this Agreement is terminated as provided in Article XIX) the amount stated in said paragraph 4 of Appendix A, and final payment hereunder shall be adjusted, if required, to provide therefor.


4. Subject to the retainage provisions contained in Article XI of this Agreement, the Authority will pay the Contractor in full compensation for such Services: (i) a lump sum fee of $[ ] and a lump sum general and administrative fee of $[ ] for supervision of subcontracted services, and (ii) an amount equal to those costs actually incurred by the Contractor which are directly attributable and properly allocable to the Services, limited to (a) "technical salaries" (as hereinafter defined) of officers and employees of the Contractor, (b) "direct, out-of-pocket expenses" (as hereinafter defined) of the Contractor, and (c) Contractor's actual overhead costs, payroll taxes, pension and retirement and fringe benefit expenses (including vacation, holiday and sick leave allowances), all as disclosed by post-audit, but compensation payable under this clause (c) shall in no event exceed [ ] percentum of technical salaries (exclusive of the premium portion of overtime pay). The Federal Acquisition Regulations, Subpart 31.2 et seq., shall be the criteria for the determination of the allowability and allocability of items of overhead expense, except that state and local taxes on net income shall not be allowed. The items of cost mentioned in (ii) above are estimated as follows: A. Technical salaries at $[ ]. B. Direct, out-of-pocket expenses at $[ ] which includes $[ ] estimated for (list Subcontractors). C. Overhead, payroll taxes, pension and retirement benefits, and fringe benefits (including vacation, holiday and sick leave allowances) at [ ] percentum of technical salaries or $[ ]. 5. The words "technical salaries" as used above shall mean and include the direct salaries of all engineers, professional and technical personnel for the time they are employed directly in performing the Services; provided, however, that the words "technical salaries" shall not include the salary of any officer or member of Contractor unless such officer or member is employed directly in performing such services in a nonsupervisory capacity and in that event such officer's direct salary shall be reimbursed at a rate not to exceed that paid to the highest paid non-officer employed directly in performing such Services. 6. The words "direct, out-of-pocket expenses" as used above shall mean and shall include the following costs and expenses incurred by the Contractor, its officers and employees in connection with the performance of such Services: traveling expenses, including: i. railroad, airplane (coach), bus, rented automobile, taxi or other fares, or a flat rate

per mile plus tolls and parking fees for private automobile travel in accordance with the Authority’s Travel and Business Expense Policy (all estimated not to exceed $[ ]);

ii. actual and reasonable charges for the following items while away from the home

office or other office to which the employee involved is assigned: a) hotel


accommodations, which shall be less than or equal to government rates for local area hotels and shall be subject to the Authority’s prior approval, and b) meals, which shall be less than or equal to the per diem meal allowance applicable under the Authority’s Travel and Business Expense Policy (all estimated not to exceed $[ ]).

7. For purposes of determining the "technical salaries" of personnel whose time is compensable under paragraph 4, above, the salaries and wages of such personnel shall be reduced to an hourly rate as hereinafter provided. Employees subject to any law requiring the payment of premium pay for overtime as specified in said law will be paid on an hourly rate basis and for the purposes hereof that hourly rate will be the rate fixed by the Contractor. The hourly rate of employees not subject to any such law shall be determined by dividing base weekly salary by [ ] hours. Chargeable hours will include all hours actually worked on the Services in any week, including those in excess of the hours regularly established, except that in no case shall the number of hours be more than [ ] hours in any one week without the specific approval of the Authority if the employee involved is entitled to premium pay for overtime. Premium pay shall be added to the hourly rate for all overtime hours of personnel who are subject to the premium pay provisions of the published personnel policies of the Contractor, but only to the extent actually paid and only when authorized by the Authority, as aforesaid. 8. Purchases by the Authority and its agents are exempt from all New York State and local sales and compensating use taxes. In connection with Contractor’s purchase of materials, equipment and other goods, and services, including travel and lodging, the cost of which are passed through to or reimbursable by the Authority and in connection with which the Authority would directly or indirectly be obligated to pay for any applicable sales or compensating use tax (“Tax Sensitive Purchases”), the Contractor shall, to the extent commercially practicable and with the Authority’s prior approval, structure such Tax Sensitive Purchases to lawfully avoid the applicability of all sales and compensating use taxes, including, for example, by making such Tax Sensitive Purchases as the Authority’s agent or making such Tax Sensitive Purchases for resale to the Authority.

Before Contractor makes a Tax Sensitive Purchase, Contractor shall notify the Authority of the potential Tax Sensitive Purchase and consult with the Authority about whether and how an exemption or exclusion from sales and compensating use tax can be implemented. To the fullest extent permitted by law, Contractor shall cooperate with the Authority and Contractor’s vendors to implement valid exemptions from and avoidance of sales and compensating use taxes in connection with Tax Sensitive Purchases. Such cooperation shall include agreeing to all modifications to this Agreement that the Authority may reasonably deem necessary or appropriate to achieve such objective and which do not have a material adverse effect on Contractor.

All of Contractor’s subcontracts and purchase agreements applicable to this Agreement shall be assignable to the Authority and shall include an express provision that states that upon an assignment of the subcontract or purchase agreement from Contractor to the Authority, all purchases of goods and services under the subcontract or purchase agreement shall be exempt from New York sales and compensating use tax.


If the Authority requests Contractor to act as the Authority’s agent in connection with a Tax Sensitive Purchase, (i) the Authority authorizes the Contractor to make such Tax Sensitive Purchase on the Authority’s behalf and to legally bind the Authority in all related matters, (ii) the Contractor’s role as the Authority’s agent shall be limited to the minimum agency role necessary for such Tax Sensitive Purchase to qualify as an exempt purchase by Contractor as agent for the Authority under applicable tax law and regulations, (iii) Contractor shall make such purchase in a manner that complies with all legal requirements applicable to such purchase and the Authority and Contractor shall cooperate to establish appropriate procedures for the associated procurement, and (iv) Contractor shall identify itself to the vendor as acting as agent for the Authority and the sales invoice shall be made out to the Contractor acting as agent for the Authority.

If the Authority requests Contractor to make a Tax Sensitive Purchase for resale to the Authority, (i) the Contractor shall not consume the goods or services so procured, (ii) such goods and services shall by operation of this provision be expressly agreed by the parties not to be necessary for Contractor to perform its core service obligations under this Agreement; and (iii) Contractor shall be obligated to resell such goods or services to the Authority. In connection with the implementation of a lawful tax avoidance purchase structure for Tax Sensitive Purchases, the Authority may be required to provide to the Contractor and/or the Contractor may be required to provide to the vendor tax exemption forms, certificates or other documentation. 9. The Contractor shall, to the extent practicable, use tax exemption certificates in connection with the procurement of materials, equipment or services in the performance of this Agreement to avoid charging the Authority with federal, state and local taxes. 10. As provided in Article XI of the Agreement the Authority has assigned a Purchase Order number to the Agreement for control purposes, in addition to the MTA Agreement number. The Purchase Order number and the Agreement number are shown on the first page of this Agreement. Separate Purchase Order numbers will also be assigned to any supplemental agreements that may be issued in future modifying the Agreement. The Contractor must ensure that when submitting invoices for payment: 1) the Purchase Order number as well as the Agreement number are shown on invoices, and 2) that the Company Name shown on invoices exactly matches the Company Name as it is shown on the first page of the Agreement or Supplemental Agreement. Any invoice that is received by the Authority without the specific information required herein will be returned to the Contractor for correction and resubmission. 11. As provided in Article XIX of the Agreement the Authority may terminate the Agreement at any time, with or without cause, upon notice in writing to the Contractor. Upon such termination the Authority shall reimburse the Contractor for all reasonable cancellation charges incurred by it as provided in said Article XIX. Boiler/Compensation Provisions/Appendix A/CPFF.doc Rev. 10/2013

of 2 MTA Agreement No. 13045 Appendix B – Proposer NOTE: Wherever the word “Consultant” is used herein it shall mean “Contractor”.

APPENDIX B

AFFIRMATIVE ACTION/EEO REQUIREMENTS The Proposer agrees to the terms and conditions of non-discrimination as set forth within. The Proposer, as a precondition to entering into a valid and binding contract, shall during the performance of this contract, agree to the following: (a) The consultant will not discriminate against any employee or applicant for employment

because of race, creed, color, national origin, sex, age, disability or marital status. The consultant will undertake or continue existing programs of affirmative action to ensure that minority group members and women are afforded equal employment opportunities without discrimination because of race, creed, color, national origin, sex, age, disability or marital status. The consultant shall make and document its conscientious and active efforts to employ and utilize minority group members and women in its work force on this contract. For these purposes, affirmative action shall apply in the areas of recruitment, employment, job assignment, promotion, upgradings, demotion, transfer, layoff, or termination and rates of pay or other forms of compensation.

(b) The consultant shall state in all solicitations or advertisements for employees that, in the

performance of this contract, all qualified applicants will be afforded equal employment opportunities without discrimination because of race, creed, color, national origin, sex, age, disability or marital status.

(c) At the request of the Authority, the consultant shall request each employment agency,

labor union, or authorized representative of workers with which it has a collective bargaining or other agreement or understanding, to furnish a written statement that such employment agency, labor union, or representative will not discriminate on the basis of race, creed, color, national origin, sex, age, disability or marital status and that such union or representative will affirmatively cooperate in the implementation of the consultant's obligations herein.

(d) After an award of this contract, the consultant shall submit to the Authority a workforce

utilization report, in a form and manner required by the Authority, of the work force actually utilized on this contract, broken down by specified ethnic background, gender, and Federal Occupational Categories or other appropriate categories specified by the Authority.

(e) Prior to the award of this contract, the consultant shall submit an Equal Employment

Opportunity (EEO) Policy Statement and an EEO-1 form to the Authority within the time frame established by the Authority. The consultant's EEO Policy Statement shall contain, but not necessarily be limited to, and the consultant, as a precondition to entering into this contract shall, during the performance of the contract, agree to the provisions set forth in paragraphs (a)-(c) above. The EEO-1 Form shall reflect consultant information on the

of 2 MTA Agreement No. 13045 Appendix B – Proposer NOTE: Wherever the word “Consultant” is used herein it shall mean “Contractor”.

ethnic background, gender, and Federal Occupational Categories of the employees to be utilized on this contract.

(f) Within sixty (60) days of the execution of this Contract, the Consultant shall submit a

Staffing Plan (Form Staffpln), in a form and manner required by the Authority, which shall contain information on employees projected to work on activities related to the contract. This information must be broken down by specified ethnic background, gender and related job titles.

(g) For construction contracts, after the award of the contract, the contractor shall submit on a

monthly basis, in a form and manner required by the Authority, throughout the life of the contract, a Work Force Utilization Report (Form WF-257 - Construction) which details employee's hours worked on activities related to this contract. This information must be broken down by specified ethnic background, gender and related job titles.

(h) Except for construction contracts, after the award of the contract, the consultant shall

submit on a semi-annual basis, in a form and manner required by the Authority, throughout the life of the contract, a Work Force Utilization Report (Form WF-257 - Service and/or Consultant Firms) which details the number of employees that worked on activities related to this contract. This information must be broken down by specified ethnic background, gender and related job titles. In instances where a consultant's workforce cannot be broken out, the consultant must affirm such and submit an EEO-1 Form detailing its current workforce.

(i) The provisions of this Appendix shall not apply to the extent the consultant or a

subconsultant has obtained a waiver from the Authority based on duplication or conflict with federal laws.

(j) The consultant agrees to include the language of the provisions of paragraphs (a)-(i)

above in every subconsultant agreement in such manner that the requirements of the provisions will be binding upon each subconsultant and each party to this contract as to work in connection with this contract, including the requirement that subconsultants and parties to this contract shall undertake or continue existing programs of affirmative action to ensure that minority group members and women are afforded equal employment opportunities without discrimination and, when requested, provide to the consultant information on the ethnic background, gender, and Federal Occupational Categories of the employees to be utilized on this contract.

Attachments: Forms: - EEO-1; Staffing Plan; WF-257/Construction, incl. Instructions; WF-257/Service and/or Consultant Firms, incl. Instructions.

6/01 - Boiler/AA-EEO/Appendix B/Proposer.doc

MTA Agreement No. 13045 Page 1 of 3 (EEO-1) Appendix B Forms

METROPOLITAN TRANSPORTATION AUTHORITY Office of Civil Rights

EQUAL EMPLOYMENT OPPORTUNITY EMPLOYER INFORMATION REPORT EEO-1

Section A – TYPE OF REPORT

1. Indicate by marking in the appropriate box the type of reporting unit for which this copy of the form is submitted (MARK ONLY ONE BOX):

Multi-establishment Employer: (1) Single-establishment Employer Report (2) Consolidated Report (Required) (3) Headquarters Unit Report (Required) (4) Individual Establishment Report (submit one for each

establishment with 50 or more employees) (5) Special Report

2. Total number of reports being filed by this Company: (Answer on Consolidated Report only) ____________________

Section B – COMPANY IDENTIFICATION (To be answered by all employers)

OFFICE USE ONLY

1. Parent Company:

a. Name of parent company (owns or controls establishment in Item 2 below). (Omit if same as above)

a.

Address (Number and Street)

b.

City or Town

State ZIP code c.

2. Establishment for which this report is filed: (Omit if same as above)

a. Name of establishment: d.

Address (Number and street) City or Town County State ZIP code e.

b. Employer Identification No. (IRS 9-DIGIT TAX NUMBER): ______________________________________ f.

c. Was an EEO-1 report filed for this establishment last year? (6) Yes (7) No



EQUAL EMPLOYMENT OPPORTUNITY

EMPLOYMENT INFORMATION REPORT EEO-1

Section C – EMPLOYMENT DATA Employment at this establishment - Report all permanent full-time and part-time employees including apprentices and on-the-job trainees unless specifically excluded as set forth in the instructions. Enter the appropriate figures on all lines and in all columns. Blank spaces will be considered as zeros.

Job Categories

NUMBER OF EMPLOYEES

MALE FEMALE

Overall Totals (Sum of Col. B thru K) A

White (Not of Hispanic Origin) B

Black (Not of Hispanic Origin) C

Hispanic D

Asian or Pacific Islander E

American Indian or Alaskan Native F

White (Not of Hispanic Origin) G

Black (Not of Hispanic Origin) H

Hispanic I

Asian or Pacific Islander J

American Indian or Alaskan Native K

Officials and Managers l

Professionals 2

Technicians 3

Sales Workers 4

Office & Clerical 5

Craft Workers (Skilled) 6

Operatives (Semi-Skilled)

7

Laborers (Unskilled) 8

Service Workers 9

TOTAL 10

Total employment reported in previous EEO-1 report 11

NOTE: Omit Questions 1 and 2 on the Consolidated Report. 1. Date(s) of payroll period used: _______________________ 2. Does this establishment employ apprentices? (8) Yes (9) No



EQUAL EMPLOYMENT OPPORTUNITY EMPLOYER INFORMATION REPORT EEO-1

Section D – ESTABLISHMENT INFORMATION (Omit on the Consolidated Report)

1. What is the major activity of this establishment? (Be specific, i.e., manufacturing steel castings, retail grocer, wholesale plumbing supplies, title insurance, etc. Include the specific type of product or type of service provided, as well as the principal business or industrial activity.)

OFFICE USE

ONLY

g.

Section E – REMARKS 1. Use this item to give any identification data appearing on last report which differs from that given above, explain major changes in

composition or reporting units and other pertinent information.

Section F – CERTIFICATION

Check (10) All reports are accurate and were prepared in accordance with the instructions (check on Consolidated only) One: (11) This report is accurate and was prepared in accordance with the instructions.

Name of Certifying Official Title Signature Date

Name of person to contact regarding this report (type or print)

Address (Number and Street)

Title City and State ZIP Code Telephone Number (Including Area Code)

All reports and information obtained from individual reports will be kept confidential as required by Section 709(e) of Title VII. WILLFULLY FALSE STATEMENTS ON THIS REPORT ARE PUNISHABLE BY LAW, U.S. CODE, TITLE 18, SECTION 1001. 6/01 Boiler/AA-EEO/Forms/EEO-1.doc

MTA Agreement No. 13045 Appendix B Forms

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LEFT BLANK

STAFFING PLAN Project/RFP Title: Location of Contract : County ZIP Contractor/Firm Name: Address : City State ZIP Check applicable categories: (1) Staff Estimates include: Contract/Project Staff Total Work Force Subcontractors (2) Type of Contract: Construction Consultants Commodities Services/Consultants

Total Anticipated Work Force

Total Percent Minority

Employees

Total Percent Female

Employees

Federal Occupational Category

Total Number of Employees

Black (Not of

Hispanic Origin)

Hispanic Asian or Pacific Islander

Native American/

Alaskan Native

Male Female Male Female Male Female Male Female Male Female

Officials/Admin.

Professionals

Technicians

Sales Workers

Office & Clerical

Craft Workers

Operatives

Laborers

Service Workers

TOTALS

Company Official's Name: Title : Company Official's Signature: ______________________________________________________ Date: Telephone Number: ( ) _________________________________________________________

DMWB/PAIS (CC) 12/93 6/01 Boiler/AA-EEO/Forms/Staffing Plan.doc MTA Agreement No. 13045 Page 1 of 1 (Staffpln) Appendix B Forms

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LEFT BLANK

MTA Agreement No. 13045 Page 1 of 2 (SVC & Consult) Appendix B Forms

WORK FORCE UTILIZATION REPORT – FORM WF-257

SERVICE and/or CONSULTANT FIRMS Agency: /Code Reporting Period: __________________________________________________ Check one: Quarterly Report Semi-Annual Report Contractor/Firm Name: Address: _________________________________________________________________________________ Street City State ZIP Type of Report: Contract Specific Work Force Total Work Force Check if: NOT-FOR-PROFIT

Federal Id/Payee Id.: _____________________________ Check One: Prime Contractor Subcontractor

Contract Amount: $_______________________________

Contract No.: Location of Work: County ZIP Product/Service Provided: Contract Start Date: Percent of Job Completed:

Number of Employees

Federal Occupational Category

Total Number of Employees

Black (Not of Hispanic

Origin)

Hispanic Asian or Pacific Islander

Native American/ Alaskan Native

Total Percent Minority

Employees

Total Percent Female Employees

Male Female Male Female Male Female Male Female Male Female

Officials/Admin.

Professionals

Technicians

Sales Workers

Office & Clerical

Craft Workers

Operatives

Laborers

Service Workers

TOTALS

Company Official's Name: Title: ____________________________________________________________________ Company Official's Signature: ____________________________________________ Date: ___________________________________________________________________ Telephone Number: ( ) ____________________________________________

Service & Consult WF-257

MTA Agreement No. 13045 Page 2 of 2 (SVC & Consult) Appendix B Forms

WORK FORCE UTILIZATION REPORT – FORM WF-257

SERVICE and/or CONSULTANT FIRMS INSTRUCTIONS FOR COMPLETION

PURPOSE: The Work Force Utilization Report for Service and/or Consultant Firms is prepared by all contractors, and subcontractors if any, providing services (skilled or non-skilled) or professional consulting services to a state agency to document their actual employment of minority group members and women during the period covered by the report. The report has a format similar to forms used by the Federal government for reporting equal employment opportunity data. When the contract specific work force can be identified, the report covers all employees (including apprentices or trainees) working on the project. If the contract specific work force cannot be separated out, the contractor's total work force is reported. The completed reports are used by the contracting state agency to monitor the contractor's and subcontractor's compliance with the contract's equal employment opportunity requirements.

GENERAL INFORMATION:

1. Name of contracting state agency and state agency code (five digit code). 2. Reporting period covered by report (mm/dd/yy to mm/dd/yy); check to indicate Quarterly or Semi-Annual Report. 3. Contractor firm name (prime contractor on summary report submitted to agency) and address (including city name, state and zip

code); check if the contractor is a NOT-FOR-PROFIT. 4. Type of Report: check to indicate whether report covers (i) the Contract Specific Work Force or (ii) the Company's Total Work Force

(in the event the contract specific work force cannot be separated out). 5. Contractor Federal Employer Identification number or payee identification number (prime contractor i.d. on summary report); check

to indicate prime or subcontractor report. 6. Contract Amount is dollar amount based on terms of the contract. 7. Contract number is the agency assigned number given to the contract (seven digits). 8. Location of work including county and zip code where work is performed. 9. Indicate Product or Service provided by contractor (brief description). 10. Contract start date is month/day/year work on contract actually began. 11. Contractor's estimate of the percentage of work completed at the end of this reporting period.

FEDERAL OCCUPATIONAL CATEGORIES: The contractor's work force is broken down and reported by the nine Federal Occupational Categories (FOC's) consistent with the Federal government's EEO-1 categories for the private sector labor force. These are: Officials and Managers, Professionals, Technicians, Sales, Office & Clerical (Administrative Support), Craft Workers, Operatives, Laborers and Service Workers. The categories are general in nature, and include all related occupational job titles. The contracting agency can provide assistance in categorizing specific jobs.

TOTAL NUMBER OF EMPLOYEES: Record the total number of all persons employed in each FOC during the reporting period, regardless of ethnicity (either working on the specific contract OR in the contractor's total work force, based on the type of report indicated above). Report the total number of male (M) employees in column (1) and the total number of female (F) employees in column (2) for each FOC. In columns (3) thru (10) report the numbers of male and female minority group members employed, based on the following defined groups:

• Black (not of Hispanic origin): all persons having origins in any of the Black African racial groups; • Hispanic: all persons of Mexican, Puerto Rican, Dominican, Cuban, Central or South American descent of either Indian or Hispanic origin, regardless of race; • Asian or Pacific Islander: all persons having origins in any of the Far East countries, South East Asia, the Indian subcontinent or the Pacific Islands; • Native American or Alaskan Native: all persons having origins in any of the original peoples of North America.

TOTAL % MINORITY = sum of all minority group members (male and female) employed in the FOC divided by the total number of all

employees in that FOC (column 1 + column 2). TOTAL % FEMALE = total number of female employees in the FOC (column 2) divided by the total number of all employees in that

FOC (column 1 + column 2).

TOTALS: column totals should be calculated (sum each column) for all FOC's combined. Total minority and female percentages should be calculated as shown above, based on the column totals.

SUBMISSION: The work force utilization report is to be completed by both prime and subcontractors and signed and dated by an authorized representative before submission. This Company Official's name, official title and telephone number should be printed or typed where indicated on the bottom of the form.

Note: The prime contractor shall complete a report for its own work force, collect reports completed by each subcontractor, and prepare a

summary report for the entire combined contract work force. The reports shall include the total number of employees in each occupational category for all payrolls completed in the reporting period. The prime contractor shall submit the summary report to the contracting agency as required by Part 142 of Title 5 of the NYCRR pursuant to Article 15-A of the Executive Law. 6/01 Boiler/AA-EEO/Forms/WF-257 Service & Consult.doc

of 5 MTA Agreement No. 13045 Appendix C

APPENDIX C METROPOLITAN TRANSPORTATION AUTHORITY GUIDELINES FOR CONTRACTORS These Guidelines have been prepared to assist Contractors in understanding the Authority's requirements and expectations for the performance of professional services and in preparing proposals for such services for the Authority's consideration. These Guidelines will become a part of the Agreement between the Contractor and the Authority. I. GENERAL REQUIREMENTS (APPLICABLE TO ALL AGREEMENTS) Contractors shall: A. Submit, on a monthly basis, a computer-generated Cost and Progress Report acceptable to the Authority's Project Manager. One copy shall be sent to the Department Head responsible for the work and one to the Director of Procurement. In addition to this report, and the quarterly progress report provided for in Paragraph I.B. below, the Contractor shall comply with the Planning and Scheduling requirements of Paragraph I.F. below. B. Submit a quarterly progress report (if required by the Work Statement) at the end of each calendar quarter. This shall consist of a narrative account of work accomplished in the previous quarter, a statement of work expected to be accomplished in the next quarter, an account of any unusual or difficult problems encountered, and statement of work accomplished compared to that scheduled. Two (2) copies of this report are to be sent to the Department Head responsible for the work and one to the Director of Procurement. C. Prepare minutes of meetings as required under ARTICLE X - LIAISON of the Agreement. Distribution should be as follows: 1. One copy to each person attending the meeting. 2. One copy to the Department Head responsible for the work. 3. One copy to the Director of Procurement. D. If the Agreement with the Contractor is funded in whole or in part by federal, state, city or other agencies, terms and conditions required by such agencies will be included in the Agreement and the Contractor shall comply with them. E. The Contractor shall perform no services outside the scope of its Agreement with the Authority nor shall it incur costs beyond the maximum amount obligated in the Agreement without having received direction to do so from the Director of Procurement or an appropriate Supplemental Agreement covering such services or additional funding.


F. Planning and Scheduling a. Within 30 days after award of the Agreement, the Contractor shall submit to the Authority's Project Manager for his/her acceptance a project tracking schedule indicating its proposed plan and schedule to complete the work. The submission shall include a time-scaled network diagram. b. The start date of the project tracking schedule shall be the Agreement award date. The completion date shall be the Agreement completion date as specified in the Agreement. All intermediate milestones required in the Agreement shall be shown in proper logical sequence. II. CONTRACTOR'S AGREEMENT WHOSE END PRODUCT IS A STUDY OR

REPORT A. Reports shall be printed on 8 1/2" x 11" paper, bound along the 11" side. Paper weight generally should not exceed 20 lb. bond, opaque, and covers generally should not exceed 80 lb. stock. The number of copies to be furnished will be stipulated in the request for proposal. B. Some form of mechanical binding, such as a comb binding, shall be used. Glued binding shall not be used. The name or title of the report should be imprinted on the binding. C. Graphics and artwork should be kept as simple as possible, consistent with the complexity of information to be presented. D. The number of colors used in printing should be kept to a minimum, consistent with the complexity of information to be presented. E. Drawing sizes, to the greatest extent practicable, should be kept to 8 1/2" x 11", or folded, if required, to that size. F. Before starting the report, the Contractor shall review with the Authority's Project Manager the proposed outline and content of the report and obtain the Project Manager's approval before proceeding. G. A copy of the finished report shall be forwarded to the Director of Procurement for including in the Contractor's Agreement file. H. A copy of any report required under this Agreement shall be submitted on disk in such format and language as specified by the Authority.

III. INSURANCE REQUIREMENTS The following provisions relating to Insurance required for this contract are incorporated into the Agreement between the Authority and the Contractor.


A. Required Insurance On or before the effective date of this Agreement, the Contractor shall procure, at its sole cost and expense, and shall maintain in force at all times during the term of this Agreement, policies of insurance as herein below set forth, written by companies with an A. M. Best Company rating of A- or better and approved by the Authority and shall deliver evidence of such policies. These policies must: (i) be written in accordance with the requirements of the paragraphs below, as applicable; (ii) be endorsed in form acceptable to the Authority to include a provision that the policy will not be canceled, materially changed, or not renewed without at least thirty (30) days prior written notice to the Authority, c/o MTA Risk & Insurance Management – Standards Enforcement & Claims Unit – 2 Broadway, 21st Floor, New York, NY 10004, by Certified Mail, return receipt requested; and (iii) state or be endorsed to provide that the coverage afforded under the policies shall apply on a primary and not on an excess or contributing basis with any policies which may be available to the Authority, and also that the Consultant’s and subcontractor’s policies, primary and excess, must be exhausted before implicating any MTA policy available. (iv) In addition, Consultant’s policies shall state or be endorsed to provide that if a subcontractor’s policy contains any provision that may adversely affect whether Consultant’s policies are primary and must be exhausted before implicating any MTA policy available, Consultant’s and subcontractor’s policies shall nevertheless be primary and must be exhausted before implicating any MTA policy available. Except as otherwise provided herein, policies written on a "claims-made" basis are not acceptable. At least two (2) weeks prior to the expiration of the policies, Consultant shall endeavor to provide evidence of renewal or replacement policies of insurance, with terms and limits no less favorable than the expiring policies. Deductibles or self-insured retentions above $100,000 will require approval from the Authority. The Consultant shall be responsible for all claim expense and loss payments within the deductible or self-insured retention.

1. Workers' Compensation Insurance (including Employers' Liability insurance with limits of not less than $2,000,000) meeting the statutory limits of New York State. Such coverage shall not exclude the Contractors liability for "leased employees".

2. Commercial General Liability Insurance (I.S.O. Form CG 00 01 01 96 or

equivalent approved by the Authority) in the Contractor's name with limits of liability in the amount of $1,000,000 each occurrence on a combined single limit basis for injuries to persons (including death) and damage to property. If the policy is subject to an aggregate limit, replacement insurance will be required if it is likely such aggregate will be exceeded. Such policies shall include:

• Contractual coverage for liability assumed by the Contractor;

• Contractual Liability Exclusion, applicable to construction or demolition operations to be performed within 50 feet of railroad tracks, must be voided, where necessary;


• "XCU" coverage (Explosion, Collapse, and Underground Hazards) where necessary;

• Products-Completed Operations Coverage;

• Independent Contractors Coverage and

• Additional Insured Endorsement (latest I.S.O. Form CG 20 l0 or equivalent approved by the Authority) naming the Metropolitan Transportation Authority (MTA) including its subsidiaries and affiliates.

3. Business Automobile Liability Insurance Policy (I.S.O. Form CA 00 01 07 97 or equivalent approved by the Authority) in the Contractor’s name with limits of liability in the amount of $1,000,000 each accident for claims for bodily injuries (including death) to persons and for damage to property arising out of the ownership, maintenance or use of any owned, hired or non-owned motor vehicle. If the policy is subject to an aggregate limit, replacement insurance will be required if it is likely such aggregate will be exceeded.

4. Professional Liability Insurance covering actual or alleged negligent acts, errors

or omissions committed by the Contractor, his agents or employees, arising out of the work performed under this Agreement. The policy coverage shall extend to include bodily injury and property damage from negligent performance of professional service and personal injury liability coverage for claims arising out of the Work. The policy shall have limits of liability of not less than $1,000,000 per occurrence. If any deductible is applicable, such deductible shall not exceed $250,000, unless such increased deductible or retention is approved by MTA Risk and Insurance Management. The Contractor shall be responsible for payment of all claim expenses and loss payments within the deductible. If the policy is subject to an aggregate limit, replacement insurance will be required if it is likely such aggregate will be exceeded. Such insurance shall be subject to the terms and conditions and exclusions that are usual and customary for this type of insurance.

If this insurance is provided on a claims-made basis, in addition to the coverage requirements above, such policy shall provide that:

• Policy retroactive date coincides with or precedes the Insureds' initial services under the Agreement and shall continue until the termination of the Agreement (including subsequent policies purchased as renewals or replacements).

• Policy allows for reporting of circumstances or incidents that might give rise

to future claims.

• Not less than a three-year extended reporting period with respect to events which occurred but were not reported during the term of the policy.


The Contractor shall furnish satisfactory evidence of all policies, before any work is started, to Metropolitan Transportation Authority, Standards Enforcement & Claims Unit – MTA Risk & Insurance Management – 2 Broadway, 21st Floor, New York, NY 10004. The Authority’s Certificates of Insurance may be supplied as evidence of such aforementioned policies; however, if requested by the Authority, the Contractor shall deliver to the Authority within forty-five (45) days of the request a copy of such policies, certified by the insurance carrier as being true and complete. If a Certificate of Insurance is submitted it must: (1) be provided on the Authority’s Certificate of Insurance Form annexed to this Agreement; (2) be signed by an authorized representative of the insurance carrier or producer and notarized; (3) disclose any deductible, self-insured retention, aggregate limit or any exclusions to the policy that materially change the coverage; (4) indicate the Additional Insureds and Named Insureds as required herein; (5) reference the Agreement or Contract by number on the face of the certificate; and (6) expressly reference the inclusion of all required endorsements. If, at any time during the period of this Agreement, insurance as required is not in effect, or proof thereof is not provided to the Authority, the Authority shall have the options to: (i) direct the Contractor to suspend work with no additional cost or extension of time due on account thereof; (ii) obtain the required insurance at Contractor’s expense providing the Authority with coverage immediately; or (iii) treat such failure as an occasion of default. Nothing herein contained shall be deemed to limit the Contractor’s liability to the limits of liability, coverage renewal, or replacement of the policies listed above. B. Reports of Loss

The Contractor shall immediately file with the Authority’s Director of Risk management, a notice of any loss, claim or any occurrence likely to result in claim or loss, and shall comply with all policy conditions, including filing of proofs of loss pertaining to such occurrence or loss, with due regard for time limitations contained in the policy conditions.

Should Contractor’s failure to comply with policy conditions result in the insurer’s failure to defend or indemnify the Authority, the Contractor will be responsible for the full amount of the cost to defend and indemnify the Authority. Attachment: MTA Certificate of Insurance form. BOILER/Guidelines/Appendix C.doc Rev.9/08

MTA Agreement No. 13045 Appendix C

THIS PAGE

INTENTIONALLY

LEFT BLANK

MTA Risk and Insurance Guidelines for Submission of Evidence of Insurance

Note: Submit these Guidelines to insurance broker, for compliance purposes.

Basic acceptance guidelines are listed below; please read agreement for specific insurance requirements. Policies must be written by Carriers with an AM Best rating of A minus or better. Contractors must submit evidence of insurance as follows: □ MTA Certificate of Insurance Form is required for General Liability, Auto, Garage, Excess,

Professional Liability, Environmental, Valuable Papers Coverages, unless otherwise stated in Contract Terms and Conditions.

1. Provide Original Signed Certificate or a Certified Copy(s) of the actual Policy(s)

• Photocopied signatures are not acceptable. • Faxed documents must be followed-up with originals to:

MTA Risk and Insurance Management Dept. Standards, Enforcements and Claims Unit, 2 Broadway, 21st Floor New York, NY 10004.

2. On the Certificate, you are required to:

o Reference the Agreement or Contract # o ✔Additional Insureds and/or Named Insureds (if appropriate) boxes on back of

METROPOLITAN TRANSPORTATION AUTHORITY (MTA) certificate. For Blanket policies, provide endorsements including MTA and all other Indemnified Parties as Additional Insureds and/or Named Insureds.

o Disclose any deductible, self-insured retention or aggregate limit. o Certificate Issuance Date must be within 30 days of submittal to MTA. o Provide insured’s telephone number, contact person and e-mail address.

3. ACORD Certificate Submission, if applicable (Operating Contracts – Refer to contract terms and conditions for Operating Contracts). Type in required information in description box (Refer to # 2 above). The certificate holder is: Metropolitan Transportation Authority.

□ Workers Compensation

• State Insurance Fund form is acceptable. • If company is located out of state, an "All States Rider" including New York is required. • Sole Proprietors - provide letter so stating.

□ Builders Risk – Cannot be submitted on Certificate Form • Provide a detailed Binder pending issuance of the Actual Policy or the Actual Policy • Named Insureds: MTA, its Subsidiaries and Affiliates (See list of Indemnified Parties)

Mailing Address: Standards Enforcement & Claims Unit, 2 Broadway, 21st Floor, NY, NY 10004

• Limits: Equal to the Total Contract Price or Value of Work Being Performed.

Page 1 of 2

□ Railroad Protective Liability – Cannot be submiited on Certificate form. AN ORIGINAL INSURANCE BINDER OR POLICY FORM must be submitted. Named Insureds: Refer to Contract terms and conditions. Mail to MTA Risk and Insurance Management – Standards Enforcement and Claims Unit, 2 Broadway, 21st Floor, New York, NY 10004.

• Standard Limits: $2,000,000 Per Occurrence – Check Agreement for limits. • Definition of "Physical Damage to Property" must be amended to read: “Physical

Damage to Property means direct and accidental loss of or damage to all property of any Named Insured and all property in any Named Insured's care, custody and control." This DEFINITION must be shown on the Binder or by Endorsement to the policy.

□ Joint Ventures – If the Contractor is a joint venture, the joint venture name must be listed as the

Insured on page one of the MTA Certificate of Insurance.

Page 2 of 2

BOILER/Appendix C/Guidelines for Submit.EvidenceOfInsurance.doc Rev. 12/06

RFP 13045 Page 1 of 2 Appendix C Forms

Metropolitan Transportation Authority

CERTIFICATE OF INSURANCE CONTRACT NAME / DESCRIPTION:

CONTRACT NUMBER:

PRODUCER: CERTIFICATE ISSUANCE DATE:

ADDRESS:

PHONE NUMBER:

INSURED: CO LTR

COMPANIES AFFORDING COVERAGE

A B C CERTIFICATE HOLDER:

Metropolitan Transportation Authority c/o MTA Risk and Insurance Management Dept. Standards, Enforcement and Claims Unit 2 Broadway, 21st Floor New York, NY 10004 USA

D

E F G

COVERAGES (See Notes 1 and 2) CO LTR TYPE OF INSURANCE POLICY

NUMBER EFFECTIVE

DATE EXPIRATION

DATE LIMITS

GENERAL LIABILITY (Check all that apply): Comprehensive Form Undergrnd Expl.& Collapse Haz. Products/Completed Oper. Contractual Independent Contractors Broad Form Property Dam. Personal Injury Deductible $

BODILY INJURY OCC. $

BODILY INJURY AGG. $ PROPERTY DAMAGE OCC. $

BI & PD COMBINED OCC. $

BI & PD COMBINED AGG. $

PERSONAL INJURY AGG. $

AUTOMOBILE LIABILITY (Check all that apply): Any Auto Owned Autos Hired Autos Non-owned Autos

BODILY INJURY (Per Person) $ BODILY INJURY (Per Accident) $

PROPERTY DAMAGE $

BODILY INJURY & PROPERTY DAMAGE COMBINED

$

EXCESS LIABILITY (Check all that apply): Umbrella Form Other Than Umbrella Form

BODILY INJURY (Per Person) $

BODILY INJURY (Per Accident) $

WORKER'S COMPENSATION AND EMPLOYER'S LIABILITY

STATUTORY LIMITS

EMPLOYER’S LIABILITY $

BUILDER'S RISK (See Note 3) FULL CONTRACT VALUE

PROFESSIONAL LIABILITY Deductible $

CERTIFICATE OF INSURANCE (continued)

RFP 13045 Page 2 of 2 Appendix C Forms

OTHER

OTHER

ADDITIONAL INSUREDS (See Note 4) (Check all that apply): Metropolitan Transportation Authority New York City Transit Authority (NYCTA) Triborough Bridge and Tunnel Authority (TBTA) Long Island Rail Road (LIRR) Metro-North Commuter Railroad Company Metropolitan Suburban Bus Authority MTA Capital Construction Company (MTACC) MTA Bus Company (MTA Bus)

NAMED INSUREDS (BUILDER'S RISK INS. - See Note 4) (Check all that apply): Metropolitan Transportation Authority New York City Transit Authority (NYCTA) Triborough Bridge and Tunnel Authority (TBTA) Long Island Rail Road (LIRR) Metro-North Commuter Railroad Company Metropolitan Suburban Bus Authority MTA Capital Construction Company (MTACC) MTA Bus Company (MTA Bus)

NOTE 1: The subscribing insurance company(s), authorized to do business in the State of New York, certifies that insurance of the kinds and types and for limits of liability herein stated, covering the Contract herein designated, has been procured by and furnished on behalf of the insured Contractor and is in full force and effect for the period listed on this Certificate of Insurance. In addition, the subscribing insurance company(s) certifies that the insurance limits for General Liability Insurance are not amended by deductible clauses of any nature except as has been disclosed to and approved by the Metropolitan Transportation Authority; and that coverage is afforded for the insured Contractor's obligations under that provision of the contract providing for indemnification of the Indemnified Parties, including the Metropolitan Transportation Authority, named therein. Any exclusion applying to construction or demolition operations on or within fifty (50) feet of a railroad has been voided.

NOTE 2: The subscribing company(s) agrees that no policy referred to herein shall be changed or canceled until thirty (30) days written notice has been given

to Metropolitan Transportation Authority, 2 Broadway., 21st Floor, New York, NY 10004, Attention: MTA Risk and Insurance Management – Standards and Claims Unit.

NOTE 3: Builder's Risk Insurance includes the Metropolitan Transportation Authority as Named Insureds as their interests may appear. NOTE 4: All references to Named Insureds and Additional Insureds include those entities' directors, officers, employees, partners, agents, subsidiaries and

affiliates. NOTE 5: This certificate is issued to the certificate holder in consideration of the agreement entered into with the Named Insured. It is understood and agreed

that the certificate holder relies on the certificate as a basis for continuing such agreement(s) with the Named Insured.

AUTHORIZED INSURER/PRODUCER

BY

(signature)

TITLE

STATE OF )

) s.s.

COUNTY OF )

On this __________ day of _____________________ 20_____, before me personally came _____________________________, to

Me known, who being duly sworn, did depose and say that he/she resides in ____________________________________________,

that he/she is the __________________________________of the corporation described in and which executed the foregoing Certificate of Insurance, that

he/she is fully authorized to execute the foregoing Certificate of Insurance.

(Notary Public)

Boiler/Guidelines/Appendix C/Ins. Cert. HQ.doc Rev. 12/06

APPENDIX E

CONFIDENTIAL DISCLOSURE AGREEMENT

This Agreement (hereinafter the "Agreement") made as of this day of , 2013, by and between the Metropolitan Transportation Authority (hereinafter the “Disclosing Party” or “MTA”), with its principal office at 347 Madison Avenue, New York, NY 10017 and its affiliates and subsidiaries and

corporation having an office at referred to as the "Contractor".

., (hereinafter the "Receiving Party"), a and being hereinafter

W I T N E S S E T H:

WHEREAS, pursuant to a separate contract between the MTA and Disclosing Party

(“Contract”), the Disclosing Party will deliver or otherwise provide to the Receiving Party certain materials and/or information (hereinafter “Confidential Information”) through various media, including, but not limited to, print and electronic media, oral communication and observation solely for the purpose of performing a contract between the parties to assist with the ); and

WHEREAS, all of the Confidential Information is highly confidential and sensitive in that it pertains, among other things, to MTA’s policies, practices and procedures for protecting Confidential Information and to personal information about identifiable individuals, and is, in addition, the Disclosing Party’s proprietary information which the Disclosing Party does not wish to disclose to any third-party without the Disclosing Party’s written consent. Confidential Information pertaining to the business and affairs of the Disclosing Party includes, but is not limited to, business records, policies and practices, transportation information, security information and plans, the existence and terms of the Agreement, financial statements, employee, claimant, customer and general public information and records, trade secrets, technical information, computer programs, policies and practices and data, copyrights and other intellectual property, social security numbers, medical and health information, law enforcement information, police records, investigative information and data, and other materials and information; and

WHEREAS, the Disclosing Party desires to maintain the confidentiality of the Confidential Information disclosed to Receiving Party and to preserve for itself the commercial and other benefits in connection with the same; and

WHEREAS, the Receiving Party has warranted and agreed that all information which is the subject of the Agreement is considered Confidential Information, including the existence, nature and terms of the Agreement.

NOW, THEREFORE, in consideration for the opportunity to view and receive the Confidential Information, and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the Receiving Party hereby agrees as follows:

MTA RFP No. 13045 Page 1 of 7 Attachment C –Appendix E

of Attachment C – Appendix MTA RFP No. 13045

1. Obligations of Nondisclosure.

The Receiving Party warrants and agrees that all information accessed, viewed or

stored by the Receiving Party and received from the Disclosing Party or otherwise obtained by the Receiving Party in connection with the Agreement is Confidential Information, and that the Receiving Party shall comply with all security policies of the Disclosing Party (“Security Policies”) and Federal and State laws, and not make any use, transfer, or storage of the Confidential Information in a manner that violates the Security Policies or for any purpose other than as expressly permitted by the Agreement or as expressly directed in writing by the Disclosing Party. The Receiving Party further warrants and agrees that, from the date hereof and at all times hereafter, the Receiving Party shall hold and treat the Confidential Information in the strictest confidence and shall require its directors, officers, employees, consultants and agents and independent contractors acting on the Receiving Party's behalf to hold the same in strictest confidence. Moreover, the Receiving Party shall not:

A. Directly or indirectly store, transmit, disclose or permit any other entity or any person to store, permit or disclose such Confidential Information in a manner that violates the Security Policies or to any other person, firm or entity without the prior written consent of Disclosing Party, except as required by applicable law;

B. Use the Confidential Information for its own account;

C. Make copies of documents containing disclosures of such Confidential

Information without the prior written consent of Disclosing Party; or

D. Except for the purposes set forth in the first Whereas clause, namely, performing a contract between the parties, use or permit to be used any of the Confidential Information.

2. The Receiving Party agrees that it shall take all necessary and appropriate

measures with any persons or entities acting on its behalf including, but not limited to, its directors, officers, employees, consultants and agents and independent contractors acting on the Receiving Party's behalf, to insure that such persons and entities are bound by each and every term of this Agreement.

3. Because of the need for confidentiality for reasons of personal privacy, security and public safety, confidentiality shall apply even under the following circumstances:

A. The information can be demonstrated to have been already known to

Receiving Party prior to disclosure hereunder;


B. The information can be demonstrated to have been publicly known prior to

disclosure hereunder or later made public knowledge through no wrongful act of the Receiving Party or of any of its directors, officers, employees, consultants or agents;

C. The information is properly received by the Receiving Party from a third-

party who was not under obligation of secrecy to the Disclosing Party at the time of disclosure to the Receiving Party;

4. Protection of Information.

A. If the Receiving Party is required by law to disclose Confidential Information, it will immediately notify the Disclosing Party to permit the Disclosing Party to seek a protective order or take other appropriate action. The Receiving Party will cooperate in the Disclosing Party’s efforts to obtain a protective order or other assurance that Confidential Information will remain confidential. If, in the absence of a protective or other order prohibiting disclosure, the Receiving Party, in the written opinion of its legal counsel, is advised to disclose the Confidential Information, it may disclose only the part of the Confidential Information as advised to be disclosed, following notice to, and approval by, Disclosing Party, through its General Counsel, as to such disclosure and the nature and wording of such disclosure.

B. All Confidential Information will be protected from unauthorized possession,

access and disclosure in accordance with the Disclosing Party’s Security Policies. In the event of an actual or potential unauthorized possession, access or disclosure, the Receiving Party shall immediately notify the Disclosing Party and shall cooperate in the Disclosing Party’s efforts to investigate and, as applicable, to mitigate or prevent any further unauthorized possession, access or disclosure, and to remedy the results and consequences of any unauthorized possession, access, or disclosure.

5. Return of Information.

Upon the earlier of Disclosing Party’s written request or the termination or

expiration of the Agreement, all Confidential Information and all copies thereof and all writings and materials describing, analyzing or containing any Confidential Information and all copies thereof shall be promptly delivered by the Receiving Party to the Disclosing Party at the expense of the Receiving Party.

6. Cessation.

Upon completion of the purpose for which the Confidential Information is disclosed to the Receiving Party, or if the Disclosing Party requests a discontinuation of any use of the Confidential Information by the Receiving Party, the Receiving Party shall immediately cease to use the Confidential Information for any purpose and return the Confidential Information to the Disclosing Party pursuant to paragraph 5 of this Agreement.


7. No Obligation to Disclose.

Nothing in this Agreement shall be construed to require or obligate the Disclosing Party to disclose any Confidential Information at any time to the Receiving Party.

8. Independent Contractor Status.

Nothing in this Agreement shall create a joint venture, partnership or other formal

business relationship or entity of any kind, or an obligation to form any such relationship or entity, or impose any obligation upon either party to consummate a transaction, to enter into any discussion or negotiations with respect thereto, or to take any other action not expressly agreed to herein. Each party will act as an independent contractor and not as an agent of the other party for any purpose.

9. No Representations or Warranties.

The Disclosing Party does not make any representation or warranty as to the accuracy or completeness of any Confidential Information disclosed hereunder or the suitability of such information for a specific purpose.

10. Term.

This Agreement shall expire upon the Disclosing Party notifying Receiving Party in writing that confidentiality is no longer required.

11. Assignment.

This Agreement may not be assigned, in whole or in part, by either party without the prior written consent of the other party and, in the event of a consensual assignment, the obligations of this Agreement are binding upon the assignor and the assignee.

12. Notice.

Any notice, consent, approval, or other communication which is permitted or required by this Agreement must be in writing and may be delivered in person or by nationally recognized overnight courier or may be sent by a facsimile transmission, or registered or certified U.S. mail, with postage prepaid, return receipt requested. Any such notice or other written communication shall be deemed received by the party to whom it is sent (i) in the case of personal or courier delivery, on the date of delivery to the person to whom such notice is


addressed as evidenced by a written receipt signed by such person and receipt, (ii) in the case of facsimile transmission, on the date of transmission, or if not transmitted on a business day during business hours, the next business day following transmission, and (iii) in the case of registered or certified mail, the earlier of the date receipt is acknowledged on the return receipt for such notice or five (5) business days after the date of posting by the United States Post Office. For purposes of notices or other written communications, the addresses of the parties hereto shall be as follows, which addresses may be changed at any time by written notice given in accordance with this provision:

If to MTA:

General Counsel Metropolitan Transportation Authority 347 Madison Avenue New York, New York 10017

With copies to:

Director of Procurement Metropolitan Transportation Authority 347 Madison Avenue New York, New York 10017

If to:

[ ]

Attn:

13. Entire Agreement.

This Agreement is supplemental to the Contract and, except for the provisions of the Contract, represents the entire understanding and agreement between the parties with respect to the subject matter hereof, and supersedes all other negotiations, understandings and representations made by and between such parties. The provisions of this Agreement may not be amended, supplemented, waived or changed orally, except by a writing signed by each of the parties hereto which makes specific reference to this Agreement.


14. Binding Nature .

All of the terms and provisions of this Agreement, whether so expressed or not, shall be binding upon, inure to the benefit of, and be enforceable by the parties and their respective legal representatives, successors and permitted assigns.

15. Injunctive Relief.

Receiving Party acknowledges that the obligations of confidence required hereunder are extraordinary and unique and are vital to the protection of public security and safety and the success of Disclosing Party and that damages at law would be an inadequate remedy for any breach or threatened breach of this Agreement by Receiving Party. Therefore, in the event of a breach or a threatened breach by Receiving Party of any provision of this Agreement, Disclosing Party shall be entitled, in addition to all other rights or remedies to which it is entitled, to an injunction restraining such breach, without being required to show any actual damage or to post any bond or other security.

16. Non-Exclusive Remedies.

Except as otherwise expressly provided herein, no remedy herein conferred upon any party is intended to be exclusive of any other remedy, and each and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or otherwise. No single or partial exercise by any party of any right or remedy hereunder shall preclude any other or further exercise of such right or any other right or remedy to which such party is entitled.

17. Governing Law and Venue.

This Agreement shall be governed by and shall be interpreted according to the laws of the State of New York, without reference to its conflicts of laws principles, and any suit relating to a dispute under, about or in connection with this Agreement may be filed in any court of competent jurisdiction in the County of New York.

18. Survival.

If any provision of this Agreement is found illegal or unenforceable, its invalidity shall not affect the other provisions of this Agreement that can be given effect without the invalid provision. If any provision of this Agreement if found to not comply with any law, regulation or


ordinance, such provision to the extent possible shall be interpreted in such a manner as to comply with such law, regulation or ordinance, or if such interpretation is not possible, it shall be deemed to satisfy the minimum requirements thereof.

19. Waiver.

Waiver by either party of a breach of any provisions of this Agreement shall not be deemed to be a waiver of any other or subsequent breach and shall not be construed to be a modification of the terms of this Agreement unless and until the same shall be agreed to in writing by the party against whom the waiver is sought to be enforced.

20. Execution of Agreement.

This Agreement may be executed in counterparts. Signatures exchanged by facsimiles are effective for all purposes hereunder to the same extent as original signatures.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed on the day and year first above written.

METROPOLITAN TRANSPORATION AUTHORITY

By:

Name

Title:

RECEIVING PARTY

By: _

Name

Title: Date:

By signing below, the specified Consultant agrees to be bound by the provisions of this Agreement and to be deemed a “Receiving Party.”

Consultant:

Signature

Name Typed

Date:

of 2 MTA Agreement No.13045 Attachment D

ATTACHMENT D

OMNIBUS PROCUREMENT ACT PROVISIONS BID/CONTRACT CLAUSES FOR ALL CONTRACTS FOR IMPLEMENTATION OF THE OMNIBUS PROCUREMENT ACT OF 1992, CHAPTER 844, LAWS OF 1992 1. It is the policy of New York State to maximize opportunities for the participation of

New York State business enterprises, including minority and women-owned business enterprises as bidders, subcontractors and suppliers on its procurement contracts.

2. Information on the availability of New York State subcontractors and suppliers is

available from: Empire Economic Development Agency Division of Minority & Women Business Development 30 South Pearl Street Albany, NY 12245 Telephone: (518) 292-5250 3. A directory of minority and women-owned business enterprises is available online

at: www.empire.state.ny.us Bidders/Proposers who have a question concerning the Directory, or who wish to

obtain a copy of the Directory on disk (until April 1998) should contact: Empire Economic Development Agency Division of Minority & Women Business Development 30 South Pearl Street Albany, NY 12245 Telephone: (518) 292-5250 A copy of this Directory may also be inspected at: Metropolitan Transportation Authority Office of Civil Rights Two Broadway, 16th Fl. New York, NY 10004 Telephone: (646) 252-1368

of 2 MTA Agreement No.13045 Attachment D

4. As required by the New York Omnibus Procurement Act of 1992, if the amount of this contract is $1 Million or more, the firm which has entered into this contract agrees to the following:

A. Contractor has made reasonable efforts to encourage the participation of

New York State Business Enterprises as suppliers and subcontractors on this contract, and has retained the documentation of these efforts, to be provided upon request to the State of New York.

B. Contractor has complied with the Federal Equal Opportunity Act of 1972

(P.L. 92-261), as amended. C. Contractor agrees to make reasonable efforts to provide notification to

New York State residents of employment opportunities on this contract through listing any such positions with the Job Service Division of the New York State Department of Labor, or providing such notification in such manner as is consistent with existing collective bargaining contracts or agreements. Contractor agrees to document these efforts and to provide said documentation to the State, upon request.

D. Contractor acknowledges that New York State may seek to obtain offset

credits from foreign countries as a result of this contract, and agrees to cooperate with the State in these efforts.

Rev. 2/99 Boiler/Omnibus Proc. Act/Attach.D.doc

MTA RFP No. 13045 Attachment E

ATTACHMENT E

PROMPT PAYMENT REGULATIONS TO: Potential Suppliers of Goods and Services to the Authority FROM: Clifford Shockley, Director, Procurement RE: Prompt Payment of Invoices Effective April 30, 1988, the Prompt Payment Regulations of the Metropolitan Transportation Authority ("MTA") are in effect. Under the regulations, a MTA contractor is entitled to be paid promptly and, if MTA does not do so, to be paid interest. This policy applies to all contracts entered into on or after April 30, 1988. Generally, the MTA must pay an amount due a contractor within 30 days after receipt by MTA's designated payment office of a proper invoice, or the receipt of goods or services, whichever is later. If MTA does not do so, it must pay interest at the rate set for corporate taxes. Effective January 3, 2011, the MTA Business Service Center (BSC) will begin processing all invoices for the MTA. This includes MTA headquarters, NYC Transit, Staten Island Railway, Long Island Rail Road, Long Island Bus, Metro-North Railroad, Bridges and Tunnels, Capital Construction, and the Bus Company. A copy of the MTA's Statement of Rules and Regulations with respect to Prompt Payment are available by calling or writing:

Director of Procurement MTA Business Service Center

333 W. 34th Street, 10th fl. New York, NY 10001

(646) 376-0098 Thank you.

Page 1 of 1

Rev. 1/11 Boiler/Prompt Payment/Attach.E.doc

of 1 MTA RFP No. Attachment F

ATTACHMENT F

COMPLIANCE WITH NEW YORK STATE FINANCE LAW, SECTIONS 139-j AND 139-k

(THE “LOBBYING LAW”)

All procurements by the Authority in excess of $15,000 annually, are subject to New York State’s State Finance Law Sections 139-j and 139-k, effective January 1, 2006 (“Lobbying Law”). Pursuant to the Lobbying Law, all “contacts” (defined as oral, written or electronic communications with the Authority intended to influence a procurement) during a procurement must be made with the designated Point of Contact only. Exceptions to this rule include written questions during the bid process, communications with regard to protests, contract negotiations and RFP conference participants. Nothing in the Lobbying Law inhibits any rights to make an appeal, protest or complaint under existing administrative or judicial procedures. Violations of the policy regarding permissible contacts must be reported to the appropriate Authority officer and investigated accordingly. First violation may result in a determination of non-responsibility and ineligibility for award to the violator and its subsidiaries, affiliates and related entities. The penalty for a second violation within four (4) years is ineligibility for bidding/proposing on a procurement and/or ineligibility from being awarded any contract for a period of four (4) years. The Authority will notify the New York State Office of General Services (“OGS”) of any determinations of non-responsibility or debarments due to violations of the Lobbying Law. Violations found to be “knowing and willful” must be reported to the Authority’s Executive Director and OGS. Moreover, the statutes require the Authority to obtain certain affirmation and certifications from bidders and proposers. This Attachment F contains the forms to comply, with additional information and instructions. The forms, which are attached hereto, must be completed by the Bidder/Proposer in order to comply with the Lobbying Law: Form 1 - Disclosure of Prior Non-Responsibility Determinations Form 2 - Bidder’s/Proposer’s Affirmation and Certification Note: Failure to complete and return the forms with your Bid/Proposal may cause the Bidder/Proposer to be deemed non-responsible.

REV. 7/06 Boiler/LobbyLaw/Attach.F.doc

of 2 MTA RFP No. 13045 Attachment F: Form 1



Form 1

DISCLOSURE OF PRIOR NON-RESPONSIBILITY DETERMINATIONS Additional Information and Instructions: New York State Finance Law §139-k(2) obligates the Authority to obtain specific information regarding prior non-responsibility determinations. This information must be collected in addition to the information that is separately obtained pursuant to State Finance Law §163(9). In accordance with State Finance Law §139-k, an offerer must be asked to disclose whether there has been a finding of non-responsibility made within the previous four (4) years by any Governmental Entity due to: (a) a violation of State Finance Law §139-j or (b) the intentional provision of false or incomplete information to a Governmental Entity. As part of its responsibility determination, State Finance Law §139-k(3) mandates consideration of whether an offerer fails to timely disclose accurate or complete information regarding the above non-responsibility determination. In accordance with law, no procurement contract shall be awarded to any offerer that fails to timely disclose accurate or complete information under this section, unless the factual elements of the limited waiver provision can be satisfied on the written record. Name of Bidder/Proposer: _____________________________________________________________ Address: ____________________________________________________________________________ __________ _________________________________________________________________ Name and Title of Person Submitting this Form: ____________________________________________ 1. Has any governmental entity* made a finding of non-responsibility regarding the Bidder/Proposer in the previous four years? No Yes If yes, please answer the following questions: 2. Was the basis for the finding of the Bidder’s/Proposer’s non- responsibility due to a violation of State Finance Law §139-j? No Yes 3. Was the basis for the finding of Bidder’s/Proposer/s non- responsibility due to the intentional provision of false or incomplete information to a governmental entity? No Yes 4. If you answered yes to any of the above questions, please provide details below regarding the finding

of non-responsibility:


- Governmental Entity: ______________________________________________________________ - Year of Finding of Non-responsibility: ________________________________________________ - Basis of Finding of Non-responsibility: ________________________________________________ __________________________________________________________________________________ __________________________________________________________________________________ __________________________________________________________________________________ (Add additional pages as necessary) 5. Has any governmental entity terminated or withheld award of a procurement contract with the Bidder/Proposer due to the intentional provision of false or incomplete information? No Yes 6. If you answered yes to Question 5, please provide details below: - Governmental Entity: ______________________________________________________________ - Year of Finding of Non-responsibility: ________________________________________________ - Basis of Finding of Non-responsibility: ________________________________________________ __________________________________________________________________________________ __________________________________________________________________________________ __________________________________________________________________________________ (Add additional pages as necessary) Offeror certifies that all information provided to the Authority with respect to State Finance Law Section 139-k is complete, true and accurate. By: ___________________________________________________ Date: ______________________ Signature Name: _________________________________ Title: _____________________________________ *A “governmental entity” is: (1) any department, board, bureau, commission, division, office, council, committee or officer of New York State, whether permanent or temporary; (2) each house of the New York State Legislature; (3) the unified court system; (4) any public authority, public benefit corporation or commission created by or existing pursuant to the public authorities law; (5) any public authority or public benefit corporation, at least one of whose members is appointed by the governor or who serves as a member by virtue of holding a civil office of the state; (6) a municipal agency, as that term is defined in paragraph (ii) of subdivision (s) of section one-c of the Legislative Law; or (7) a subsidiary or affiliate of such a public authority. (SFL §139-j, paragraph 1.a.)

Rev. 7/06 Boiler/LobbyLaw/Attach.F/Form1.doc




Form 2

BIDDER’S/PROPOSER’S AFFIRMATION AND CERTIFICATION By signing below, the Bidder/Proposer:

a) Affirms that the Bidder/Proposer understands and agrees to comply with the policy regarding permissible contacts as required by New York State Finance Law §139-j and §139-k.

b) Certifies that all information provided to the Authority with respect to State

Finance Law §139-j and §139-k is complete, true and accurate.

By: ____________________________________________________________ (Signature of Person Certifying) Date: ____________________________________________________________ Print Name: ____________________________________________________________ Print Title: ____________________________________________________________ Bidder/Proposer or Contractor/Consultant: _____________________________________________________ (Full Legal Name) Address: ____________________________________________________________

____________________________________________________________ ____________________________________________________________

Business Telephone Number: _______________________________________________________

THE AUTHORITY’S RIGHT TO TERMINATE The Authority reserves the right to terminate a Contract in the event it is found that the certification filed by the Contractor/Consultant, as Bidder/Proposer, in accordance with New York State Finance Law §139-k was intentionally false or intentionally incomplete. Upon such finding, the Authority may exercise its termination right by providing written notification to the Contractor/Consultant in accordance with the written notification terms of the Contract. Boiler/LobbyLaw/Attach.F/Form2.doc Rev. 7/06

of 1 MTA RFP No. 13045 Attachment G

ATTACHMENT G

METROPOLITAN TRANSPORTATION AUTHORITY VENDOR CODE OF ETHICS

PROPOSER’S CERTIFICATION OF COMPLIANCE

The Metropolitan Transportation Authority has adopted a Vendor Code of Ethics (the “Code”), which is applicable to all Vendors, as defined by the Code, involved in the procurement process for the award and performance of this Contract. Additional information concerning the MTA Vendor Code of Ethics is contained in the contract documents. All Vendors involved in this Request for Proposals (“RFP”) and during the performance of any resultant contract are subject to the Code, which is available for Proposer’s immediate review on the MTA website at www.mta.info/mta/procurement/vendor-code.htm. Accordingly, all Proposers must certify compliance with the Code.

Proposer’s Certification of Compliance with the Code

Consistent with the terms of the MTA Code of Ethics, which are incorporated herein by reference, the undersigned Proposer hereby certifies that during the course of this RFP and any resultant Contract:

1. The Proposer has notice of all of the terms of the Code;

2. No gift, as defined by the Code, has been or will be offered to the Authority in connection with

this RFP or any resultant contract; 3. No conflicts of interest exist or will exist; 4. All officers and personnel of the Proposer who have interacted or will interact with the Authority

have been or will be provided a copy of the Code; and 5. The Proposer will obtain certifications similar to those made herein from all of its lower tier

subcontractors, subconsultants and suppliers that the Proposer engaged or are being solicited for work under any contract resulting from this procurement. Receipt and retention of these lower tier certifications shall be subject to audit by the Authority.

By: ___________________________________________ ____________

(Signature of Person Certifying) (Date Signed) Print Name: ________________________________________________________________ Print Title: ________________________________________________________________ Bidder/Proposer or Contractor/Consultant: _________________________________________________________________ (Full Legal Name) Address: ________________________________________________________________

________________________________________________________________

Business Phone No.: _________________________________________________________________ Rev.10/06 Boiler/CodeOfEthics/RFP/Attach.G.doc


of 1 MTA RFP No. 13045 Attachment H

ATTACHMENT H

IRAN DIVESTMENT ACT - CERTIFICATION Pursuant to New York State Finance Law §165–a, Iran Divestment Act of 2012, the Office of General Services is required to post on its web site http://www.ogs.ny.gov/about/regs/docs/ListofEntities.pdf a list of persons who have been determined to engage in investment activities in Iran (“the List”), as defined in that Act. Under Public Authorities Law § 2879-c, Iranian Energy Sector Divestment, the Authority, may not enter into or award a Contract unless it obtains a certification from a Bidder, who shall check the box and make the certification in Subparagraph a, below, that they are not on the List. If that certification cannot be made, the Authority may consider entering into a Contract, on a case by case basis if the Bidder checks the box and makes the certification in Subparagraph b, below, that their Iran investment is ceasing.

For purposes of this provision, a person engages in investment activities in Iran if: (A) the person provides goods or services of twenty million dollars or more in the energy sector of Iran, including a person that provides oil or liquefied natural gas tankers, or products used to construct or maintain pipelines used to transport oil or liquefied natural gas, for the energy sector of Iran; or (B) the person is a financial institution that extends twenty million dollars or more in credit to another person, for forty-five days or more, if that person will use the credit to provide goods or services in the energy sector in Iran. The Certification is as follows:

a. Certification that the Bidder is not on the List: Each person, where person means natural person, corporation, company, limited liability company, business association, partnership society, trust, or any other nongovernmental entity, organization, or group, and each person signing on behalf of any other party, certifies, and in the case of a joint bid or proposal or partnership each party thereto certifies as to its own organization, under penalty of perjury, that to the best of its knowledge and belief that each person is not on the list created pursuant to paragraph (b) of subdivision 3 of section 165-a of the State Finance Law, or,

b. Certification that the Bidder’s investment in Iran is ceasing: The person cannot make the

certification in Subparagraph a, above, but asks the Authority to consider them for award of the Contract by certifying, under penalty of perjury, that the person’s investment activities in Iran were made before April 12, 2012; the person’s investment activities in Iran have not been expanded or renewed after April 12, 2012; and the person has adopted, publicized and is implementing a formal plan to cease its investment activities in Iran and to refrain from engaging in any new investments in Iran.

_________________________________ ____________________________ Signature/Date Printed Name and Position

http://www.ogs.ny.gov/about/regs/docs/ListofEntities.pdf

december 17, 2013 re: request for proposal (rfp) no. 13045...

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