: 2 – Request for Proposal; 3 – Specific Contract...

554131 - Legend for RFP Section Reference: 2 – Request for Proposal; 3 – Specific Contract Provisions; 4 – General Contract Provisions; 5 – Attachments 1 of 1

Corporate Card RFP RFQ #40352

Addendum #3

NO. RFP Section

Reference Proposer Question/Comment

NYCT Answer

Section 5: Attachment 4 Package 1 1. Attachment 4,

Package 1 In Attachment 4, Package 1, the Authority has requested that we submit Form EEO-1 to define our Equal Employment Opportunity details and overall employer information. Due to the vast breadth of our operations, in response to requests such as yours, we typically submit only the consolidated Form EEO-1 for our entire organization in lieu of hundreds of pages of individual forms—is the consolidated form acceptable to the Authority?

The consolidated form is acceptable to the Authority.

Section 5: Schedule J 2. 5, schedule J –

Part I Schedule J (Responsibility Questionnaire) has two main categories of response approaches: “Bidders” and “Proposers.” Based on the scope of this RFP, which category should we use in responding to the questionnaire?

Based on the scope of this RFP the instructions for Proposers should be followed.

RFP Overview & Procedures

2/12 MTA Non-Task Order Contract No. RFQ 40352 Page 2 of 21 537438 Addendum #3

B. This Contract is for a specific project and the specific Scope of Work is outlined in ATTACHMENT 1.

C. The Authority encourages proposals and alternative proposals which address its requirements.

However, in order to afford the Authority the ability to properly evaluate and compare all proposals and alternative proposals received, it is requested that each Proposer clearly indicate, with specificity, in what respects its proposal, or alternate proposal, as the case may be, constitutes an enhancement, a reduction or other change in the General Contract Provisions or Scope of Work.

D. Pertinent Dates

These will include the following dates:

Release date of this RFP: April 2, 2013 Pre-proposal conference: April 30, 2013 All inquiries should be received by the Authority by: May 7, 2013 All proposals are due on: (the “Closing Date”): June 5, 2013 PARAGRAPH 2 GENERAL INSTRUCTIONS A. The Authority considers any information, which it may have released either orally or in

writing prior to the issuance of the Request for Proposal (RFP), to be preliminary in nature and shall not be bound by such information.

B. Each Proposer shall furnish the information required by this RFP. The person signing the

Proposal must initial erasures or other changes. C. If the Proposal is signed by other than the chairman, chief executive officer, president, a vice

president, or general partner of the Proposer, the Proposal is to include evidence of the agent’s authority.

D. Where particular goods and services are set forth in this RFP, the Authority shall not consider

proposals for goods and services other than those specified unless specifically authorized by this solicitation.

E. In general, the Authority seeks proposals under this RFP which are advantageous to the

Authority and satisfy its overall needs. In order to afford the Authority the ability to properly evaluate and compare all Proposals and alternate Proposals received, it is requested that:

1. each Proposer submit, at a minimum, a proposal based upon the SCOPE-OF-WORK

(Attachment No. 1), as specified by the Authority in this RFP; and 2. each Proposer submitting an alternate Proposal in accordance with this item clearly

indicate, with specificity, in what respects its alternate proposal constitutes an enhancement, reduction or other change in the SCOPE-OF-WORK.

SECTION VI

PROPOSER’S BAFO EXECUTION FORM

CONTRACT NO. RFQ 40352

NEW YORK CITY TRANSIT AUTHORITY PROPOSER’S EXECUTION FORM Division of Materiel Contract No. RFQ 40352

537235-Corporate Credit Card Program Proposer’s BAFO Execution Form Page 1 Addendum #3

SECTION V

PROPOSER’S BAFO EXECUTION FORM

Contract No.: RFQ 40352 DUE DATE: August 15, 2013 Location: Procurement TIME: 1:00 P.M. Local Time 2 Broadway, B19.153 New York, N.Y. 10004 A. Proposal’s must include a fully completed and executed copy of this form. In order to be

a responsive Proposal, all parts of the Proposal must be submitted. PROPOSERS MUST ATTACH COPIES OF ALL ADDENDA ISSUED OR ACKNOWLEDGE RECEIPT THEREOF WHERE INDICATED BELOW. The Authority, in its sole and absolute discretion, may treat a failure to annex or acknowledge receipt of Addenda or to attach any part of the Proposal as a minor informality where the Addenda or portion of the Proposal, as the case may be, is determined by the Authority not to be substantive in nature. The Authority may also treat any failure of the Proposer to fully complete any portion of the Proposal as a minor informality.

B. Execution of Proposal must be made on paragraph N, page no. 8. C. The undersigned Proposer, acknowledging that it has carefully examined the Request For

Proposal Package, which incorporates all prior revisions issued by Addenda, and the Request For BAFO’s offers to fully perform as set forth therein and in its proposal, at the prices stated in the BAFO Price Proposal Sheets as set forth in Paragraph F below, or as otherwise provided in the Contract.

D. The undersigned hereby designates the following office as its office for the purpose of

receiving any written notice permitted or required to be served upon the Proposer by any provision of the Contract Documents, including Notice of Award of the Contract:

________________________________________________________________ ________________________________________________________________ ________________________________________________________________ Telephone No. ( ____ ) _______________ Telecopier No. ( ____ ) _______________

E-Mail Address:__________________________________________________



E. (CHECK WHERE INDICATED BELOW IF THE PROPOSER IS A FOREIGN CORPORATION OR ENTITY, IN WHICH CASE THE PROPOSER AGREES TO ACCEPT PROCESS AS PROVIDED HEREIN.) THE UNDERSIGNED, AN INDIVIDUAL OR SOLE PROPRIETORSHIP, OR A PARTNERSHIP, OR GOVERNMENT ENTITY, OR A NON-PROFIT ORGANIZATION, OR A CORPORATION NOT ORGANIZED AND EXISTING UNDER THE LAWS OF THE STATE OF NEW YORK, AGREES THAT PERSONAL SERVICE OF PROCESS IN ANY ACTION, SUIT OR PROCEEDING INSTITUTED BY THE AUTHORITY AGAINST THE UNDERSIGNED ON OR IN CONNECTION WITH THIS PROPOSAL OR THE CONTRACT MAY BE MADE BY CERTIFIED OR REGISTERED MAIL ADDRESSED TO THE UNDERSIGNED AT THE ADDRESS REFERRED TO IN SECTION D ABOVE OF THIS PROPOSAL, UNLESS A DIFFERENT ADDRESS WITHIN THE STATE OF NEW YORK BE SPECIFIED BELOW, IN WHICH EVENT SERVICE AS AFORESAID MAY BE MADE ONLY AT THE ADDRESS SPECIFIED BELOW OR AT SUCH OTHER MAILING ADDRESS WITHIN THE STATE OF NEW YORK AS IS SUBSTITUTED THEREFOR BY THE UNDERSIGNED BY NOTICE IN WRITING TO THE AUTHORITY AS PROVIDED IN THE CONTRACT DOCUMENTS. FAILURE OF THE PROPOSER TO CHECK THE BOX BELOW SHALL CONSTITUTE THE PROPOSER’S STATEMENT THAT IT IS NOT A FOREIGN CORPORATION, AND MAY, IF UNTRUE, BE A GROUND FOR DISQUALIFICATION.

Proposer is a foreign corporation or entity __________________________________________________________________ __________________________________________________________________ __________________________________________________________________ Telephone No. ( ____ ) _______________ Telecopier No. ( ____ ) _______________

F. NON-COLLUSIVE BIDDING CERTIFICATION

1. By submission of this Proposal, the undersigned and each person signing on behalf of the undersigned, and in the case of a joint Proposal each party thereto certifies, as to its own organization, as required by Section 2878 of the Public Authorities Law of the State of New York, under penalty of perjury, that to the best of its knowledge and belief:

a. the prices in this Proposal 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 proposer or with any competitor;

b. unless otherwise required by law, the prices which have been quoted in

this Proposal have not been knowingly disclosed by the Proposer and will not knowingly be disclosed by the undersigned prior to opening, directly or indirectly, to any other proposer or to any competitor prior to the closing date for Proposal;



c. no attempt has been or will be made by the Proposer to induce any other person, partnership or corporation to submit or not to submit a Proposal for the purpose of restricting competition;

d. 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, which consist of the New York City Transit Authority, Manhattan and Bronx Surface Transit Operating Authority, Staten Island Rapid Transit Operating Authority, Metro-North Commuter Railroad, Long Island Rail Road, Triborough Bridge and Tunnel Authority, Metropolitan Suburban Bus Authority, MTA Capital Construction Company, First Mutual Transportation Assurance Company and South Brooklyn Rail Road (collectively referred to as the “MTA 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 consideration in connection with this Proposal/Contract; and

e. the Proposer is not in arrears to the City or State of New York, or the

MTA, or the MTA Affiliates and Subsidiaries upon debt or contract and is not a defaulter, as surety or otherwise, upon any obligation to the City or the State of New York, or the MTA, or the MTA Affiliates and Subsidiaries and has not been declared not responsible or disqualified by any agency of the City or the State of New York, any public authority of the State of New York, or the United States Government, nor is there any proceeding pending relating to the responsibility or qualifications of the Proposer to receive public contracts.

2. A Proposal shall not be considered for award nor shall any award be made where

1.a, 1.b, and 1.c, above, have not been complied with; provided, however, that if in any case the Proposer cannot make the foregoing certification, the Proposer shall so state and shall furnish with the Proposal a signed statement which sets forth in detail the reasons therefor. Where 1.a, 1.b, and 1.c., above, have not been complied with, the Proposal shall not be considered for award nor shall any award be made unless the Vice President, Division of Materiel of the Authority, or his or her designee, determines that such disclosure was not made for the purpose of restricting competition.

3. The fact that a Proposer (i) has published price lists, rates, or tariffs covering

items being procured, (ii) has informed prospective customers of proposed or pending publication of new or revised price lists for such items, or (iii) has sold the same items to other customers at the same prices being proposed, does not constitute, without more, a disclosure within the meaning of 1.a, 1.b, and 1.c above.



4. If the Proposer cannot certify as to statements 1.d or 1.e above, it shall set forth

below in detail the reasons therefor (if the space is not sufficient, add additional sheets to your Proposal.

G. Cost Proposal

1. All Proposal prices must be set forth on the BAFO Price Proposal Sheets. The

Authority reserves the right in its sole and absolute discretion to: a. waive informalities or inconsistencies in any Proposal submitted; b. reject all Proposals submitted; and c. take any other action with respect to contract award as permitted by law.

2. In the event that the BAFO Price Proposal Sheets reflect any item(s) as to which

quantities are estimated, the Proposer acknowledges that the quantities as thus specified in the BAFO Price Proposal Sheets are given only as a basis for the Proposal evaluation and are not in any way guaranteed or represented as correct or intended to be relied upon, and they shall not be taken as final and shall form no basis for any claim in case they do not correspond with the final measurements or quantities. It is further acknowledged that the Authority reserves the right to increase or to diminish or to omit entirely any of the quantities or items as herein stated.

3. The Grand Total is the aggregate total of the Proposal price(s) for the individual

item(s) set forth in the BAFO Price Proposal Sheets extended by the estimated quantities, where applicable. In the event that the Grand Total or any extended Unit prices reflect a clear mathematical error, then the correct calculation shall govern.

H. Parent Company Guaranty

Each Proposal shall attach hereto an executed Parent Company Guaranty, in the form provided in Attachment 7, pursuant to ARTICLE 31 of the General Contract Provisions, which shall be effective from the date of Notice of Award to the date of issuance of the Final Completion Certification.

I. Omnibus Procurement Act - Certification

1. All Proposers submitting a Proposal equal to or exceeding $15,000 must check

either box a or b as appropriate:



a. the goods which are supplied hereunder are substantially manufactured or

produced or assembled in New York State, or the services which are provided hereunder will substantially be performed within New York State;

or

b. the goods which are supplied hereunder are substantially produced outside

New York State, or the services which are provided hereunder will substantially be performed outside New York State.

2. Proposers, submitting a total Proposal equal to or greater than $1 million, by

signing this Proposal certify that:

a. The Proposer has made all reasonable efforts to encourage the participation of New York State Business Enterprises as suppliers and subcontractors on this project, and has retained the documentation of these efforts to be provided upon request to the State;

b. The Proposer has complied with the Federal Equal Opportunities Act of

1972 (P.L. 92-261), as amended; c. The Proposer agrees to make all reasonable efforts to provide notification

to New York State residents of employment opportunities on this project through listing any such positions with the Community Services 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. The Proposer agrees to document these efforts and to provide said documentation to the State upon request; and,

d. The Proposer acknowledges notice 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.

J. Certification of Labor Rates

The labor rates and overhead costs are current and other estimated costs have been determined by generally accepted accounting principles. Consultant represents: (a) that it ________ has, _______has not, employed or retained any company or person (other than a full time bono fide employee working solely for the Consultant) to solicit or secure its contract, and (b) that it ____ has, ____ has not, paid or agreed to pay any company or person (other than a full-time bona fide employee working solely for the Consultant) any fee, compensation, percentage or brokerage fee, contingent upon or resulting from the award of this contract, and



agrees to furnish information relating to (a) and (b) above, as required by the Contracting Officer.

Number of Consultant Employees _____ Over 500 ____+ Under 500 State Incorporated in: ___________ K. New York State MBE/WBE/EEO Certification

The Proposer agrees to the terms and conditions of non-discrimination as set forth in Paragraph 14 of the Request for Proposal and in Article 32 of the General Contract Provisions. The Proposer, as a precondition to entering into a valid and binding contract, shall during the performance of the Contract, agree to the provisions set forth in paragraphs A to C of Article 32 of the General Contract Provisions.

L. Certification of Compliance with the Metropolitan Transportation Authority

Vendor Code of Ethics

Consistent with the terms of the MTA Vendor Code of Ethics (the “Code”), which are incorporated herein by reference, the Proposer, by signing the Proposal, certifies that during the course of this solicitation 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 solicitation 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.

M. Acknowledgment of Addenda The Proposer hereby acknowledges receipt of all Contract Documents and Addenda through and including



ADDENDUM NO. .

(Proposer to insert number of last Addendum received.)

____________________________________________________________________________ No Further Text On This Page



N. Execution of Proposal Proposer is to complete and sign before a Notary Public the following Affidavit of Verification section: Type or Print Proposer's Full Legal Name*: ______________________________________________________ Address: ______________________________________________________ ______________________________________________________ Business Telephone Number: (_____) _________________________ Telecopier Number: (_____) _________________________ Type or Print Name ______________________________________________________ and Title of Person Executing BAFO ___________________________________________________ STATE OF ____________________________ ) ) SS.: COUNTY OF __________________________ ) The undersigned, being duly sworn says: (a) I am duly authorized by the Proposer to execute this Proposal; (b) I have examined all parts of the Contract Documents and this Proposer’s Proposal and hereby certify that the foregoing Proposal is in all respects true and correct; and (c) the Proposer hereby authorizes the Authority to make any necessary examination or inquiry in order to make a determination as to the qualifications and responsibility of the Proposer, as well as the authority of the person executing the Proposal. ________________________________________ (Signature of Person Executing) Proposer’s Execution Form Sworn to before me this ___________ day of _____________, 20____ ________________________________________ (Notary Public or Commissioner of Deeds) ____________________________________________________________________________ * Exact Name of Individual, Firm, Corporation or Partnership.


Corporate Card RFP RFQ #40352

Addendum #2

NO. RFP Section Reference

Proposer Question/Comment

NYCT Answer

Section 2: RFP Overview and Proposal Procedures 1. 2 – paragraph

1, A. Please provide the estimated annual spend for EACH of your card programs:

• Procurement Cards • Cardless Accounts / Ghost Cards • Travel Cards • Travel Services Cardless Accounts

NYCT = $50M total for 5 years • 518 Procurement Cards = $46.5M • 66 Travel Cards = $1.85M • 1 Ghost Cards = $1.65M

Long Island Rail Road = $12M for 5 years

• 90 Procurement Cards = $9.5M • 3 Travel Cards = $250K • 1 Ghost Cards = $2.25M

MTA Bus = $3.26M for 5 years

• 25 Procurement Cards = $2.416M • 1 Travel Cards = $20K • 1 Ghost Cards = $824K

Metro-North Rail Road = $20.31M for 5 years

• 106 Procurement Cards = $20M • 0 Travel Cards • 1 Ghost Cards = $310K

MTA Bridges & Tunnels = $10.67M for 5 years • 46 Procurement Cards = $10.6M • 0 Travel Cards • 1 Ghost Cards = $75K

MTA HQ = $3.06M for 5 years • 26 Procurement Cards = $2.135M • 10 Travel Cards = $500K • 1 Ghost Cards = $425K

Staten Island Rail Road = $250,000 for 5 years

• 13 Procurement Cards = $237.5K • 1 Travel Cards = $12.5K • 0 Ghost Cards




NYCT Answer

2. 2 – paragraph 1, A

Please provide the estimated number of cards for EACH of your card programs: • Procurement Cards • Cardless Accounts / Ghost Cards • Travel Cards

Please see the response to question 1.

3. 2 – paragraph 7, E.2.

In the RFP, it is mentioned that Bank shall have the opportunity to negotiate with the Authority – does the opportunity extend to all terms within RFP, including General and Specific Contract Provisions?

Proposers may take exceptions and propose changes to any part of the RFP. However, the Authority cannot state in advance that it will agree to all such changes. Proposers are reminded that the extents to which Proposers require changes to the contract documents is one of the evaluation criteria in selecting the successful vendor.

4. 2 – paragraph 7, B.1.b.ii

From the Written Technical Proposal, (page 6): Relevant to this RFP, what specific licenses would MTA like confirmation of?

As per Amendment 2, this section is no longer included in the RFP.

5. 2 – paragraph 1, A

Is the estimated spend annual or the sum of the five years?

The $90,892,000 estimated spend is for the five year contract term.

6. 2 – paragraph 7, section A.1

Should the CD (or DVD) contain the technical response as well as the Price Proposal or just the price proposal?

No, as per Section 2, paragraph 7, A.1 Proposer’s shall only submit an electronic copy of the completed Price Proposal Form.

7. 2 – paragraph 7, B.1.b.ii

Please clarify what you mean by “principals and staff”. Also, please provide examples of what you mean by professional licenses as it relates to this procurement.

See the response to Question 4.

8. 2 – paragraph 7, B.1.b.iii

What is an estimated manpower schedule and how is it used for this RFP.

The Authority is interested in learning the resources and staff hours that each Proposer recommends that the Authority provide to ensure a smooth implementation once the contract is awarded. See the response to Question 83.

9. 2 – paragraph 7, B.2

If submitting an alternate price proposal do we need to provide a full technical response for both the original response as well as the alternate response

Proposers should provide a full technical proposal that is based upon the Scope of Work as specified by the Authority and as per section 2, paragraph 2, E.2, each alternate proposal should clearly indicate any enhancements, reductions or changes to the Scope of Work. In addition, the alternate Price Proposal should set forth the associated change(s) in cost or price that is being proposed.




NYCT Answer

10. 2 – paragraph 7, B.1.xii

The execution form – stated required with response here and in Paragraph 11(A), page 8 states to not submit until business is awarded. Which one should we follow?

Section 2, paragraph 7, B.1.xii refers to the Proposer’s Execution Form, which must be submitted with your proposal. The Contract Execution Form is not required at this time.

11. 2 – paragraph 7, B.1.iv

Regarding the Bank’s past experience and the Authority’s, ask to list all programs implemented in the last two years, the Bank has several clients / applicable projects which we have implemented, and in some cases, we are under strict guidelines not to disclose the names of private clients. As such, we would like to submit 5 relevant client references as part of our proposal, per the Authority’s requirement under Paragraph 18 Technical Questions (pg. 13). Please confirm that this is acceptable.

Proposers may submit the same relevant clients/references for section 2, paragraph 7, B.1.iv and section 2, paragraph 18.2.b. However, Proposers are reminded that relevant experience is an evaluation criterion; therefore, it is to their advantage to provide a robust list of past clients as well as references.

12. 2 – paragraph 18, 12.c

Regarding question 12 “Financial,” please confirm that Proposer’s can refer to costs and fees directly in the body of our proposal, when necessary, while also including all charges and fees in the Price Proposal Form.

Proposer’s may refer to costs and fees directly in the body of their proposals, when necessary, but must also include all charges and fees in the Price Proposal Form.

13. 2 – paragraph 18, 12.b

Regarding question 12, “Financial,” Please provide the Authority’s current billing cycle, as well as the Authority’s current payment terms.

The Authority has a monthly billing cycle with a Net 30-day term.

Section 3: Specific Contract Provisions 14. 3 – Article 101 While the RFP appears to contemplate an enterprise (as opposed to individual)

liability program, the definitions reference a “Cardholder Agreement” between Bank and each Cardholder. Question: Was the inclusion of this defined term intentional, and if so can clarification be provided as to the type of agreement that is contemplated?

The Authority requires an enterprise liability program and that the Bank’s cardholder agreement provides general guidelines for use of the card. As such, per Addendum 2, the definition of Cardholder Agreement has been changed. It now references an agreement between the Bank and the Authority.




NYCT Answer

15. 3 – Article 108, D

The RFP states, “the Authority shall not accept liability for transactions that neither comply with any control restrictions nor are within the transaction limits that are in effect for the card.” Question(s): • Is it the Authority’s position that the Bank would be responsible for such

transactions regardless of whether the Bank provided an authorization for such a transaction, and

• Regardless of whether the Authority timely submitted a dispute in respect of

such a transaction, and • The outcome of any chargeback request as determined by Visa/MasterCard.

• The Authority shall not accept responsibility for fraudulent,

lost or stolen cards if the Bank’s controls fail. • No, the Authority will not be liable for fraudulent charges or

charges on lost or stolen cards if it fails to timely dispute them. The Bank, however, may propose guidelines for consideration.

• Yes, the Authority would be liable for use by its

Cardholders subject to any coverage available under the Visa/MasterCard liability waiver program.




NYCT Answer

16. 3 – Article 108, D

The RFP also states, “the Authority shall not accept any liability for unauthorized use of the Card(s), account numbers which are fraudulently used, and lost and stolen cards.” However, other portions of the RFP suggest that the Authority will be responsible for fraudulent charges or charges on lost and stolen cards under certain circumstances. Lost and stolen cards. The RFP suggests that the Authority would be liable for charges on lost and stolen cards incurred prior to the time Bank is notified that a card has been lost or stolen and/or receives a cancellation request with respect to such card only if (1) the Authority fails to “promptly” report the loss or theft to Bank, (2) the card was stolen and such theft was the result of the Authority’s “lack of reasonable security precautions and controls surrounding the cards”, or (3) the use of the lost/stolen card results in a benefit to the Authority or any Cardholder. Questions:

• Does the Authority agree with the above reading of the RFP regarding its liability for charges on lost and stolen cards?

• Would the Authority agree to be liable for charges on lost and stolen cards

until such time as it has notified Bank that a card has been lost or stolen? If not, would the Authority agree to cap the Bank’s responsibility for such charges at a specified amount per year, and that the Authority would be responsible for any such charges above that capped amount (and, if so, what cap amount would the Authority propose)?

• Would the Authority be willing to more specifically define “promptly” in

this context? If so, how? • Would the Authority be liable for charges on lost or stolen cards if it fails to

timely dispute them?

• No, the Authority does not agree with this reading of the

RFP regarding its liability for charges on lost and stolen cards.

• No, the Authority does not agree to be liable for charges on lost and stolen cards until the Authority has notified Bank that a card has been lost or stolen. See the response to question 15.

• No, the Authority does not agree to cap the Bank’s responsibility for such charges at a specified amount per year, and the Authority would not be responsible for any such charges above that capped amount

• As soon as reasonably possible. • See the response to question 15.

17. 3 – Article 108, D.4

Fraudulent use by Cardholders. Does the Authority agree that it would be liable for fraudulent use by its Cardholders subject to any coverage available under the Visa/MasterCard liability waiver program? If not, what is the Authority’s liability for fraudulent use by Cardholders?

Yes, the Authority would be liable for fraudulent use by its Cardholders subject to any coverage available under the Visa/MasterCard liability waiver program. See the response to question 15.




NYCT Answer

18. 3 – Article 108, D

Fraudulent use by non-Cardholders. The RFP suggests that the Authority would be liable for fraudulent use of cards or card numbers incurred prior to the time Bank receives a cancellation request with respect to such card or card number only if (1) the Authority fails to “promptly” report such fraudulent use to Bank, (2) such fraudulent use was the result of the Authority’s “lack of reasonable security precautions and controls surrounding the cards” or (3) the use of the card results in a benefit to the Authority or any Cardholder. Questions:

• Does the Authority agree with the above reading of the RFP regarding its liability for fraudulent charges?

• Would the Authority be willing to more specifically define “promptly” in

this context? If so, how?

• Would the Authority be liable for fraudulent charges if it fails to timely dispute them?

The RFP does not suggest that the Authority would be liable for charges on lost and stolen cards. • No, the Authority does agree with this reading of the RFP

regarding its liability for fraudulent charges. • See the response to question 16. • See the responses to questions 15 and 16.

19. 3 – Article 108, D

The RFP states that the Authority must notify the Bank of disputes within sixty (60) days of the statement date. The Visa/MasterCard deadline for submitting certain disputes is 75 days from the transaction date, which in some cases could mean that Bank would not be notified of a dispute in time to permit timely submission of a chargeback request. Question: Would the Authority consider shortening its dispute deadline and/or linking its dispute deadline to the transaction date?

As per Addendum 2, the Authority has linked its dispute deadline to the transaction date. See the revised Specific Contract Provisions.

20. 3 – Article 123 Would the addition of other entities under this provision be compulsory or would Bank have the right to reject the addition of other entities for credit or other business-related reasons?

All of the MTA Agencies must be able to participate in this contract upon award.

Section 4: General Contract Provisions 21. 4 – Article 206 This provision would preclude Bank from changing any term of the contract without

the written agreement of the Authority. Question: Would the Authority consider agreeing to a provision that permits Bank to change contract terms without its written agreement if such change is required by or in response to a change in law, regulation or Visa/MasterCard rules (including a change in credit card interchange)?

No. As per Article 206, all changes or modifications to this contract must be agreed to in writing.




NYCT Answer

22. 4 – Articles 208 and 209

The RFP does not appear to contemplate that Bank would have any termination rights (with cause (such as payment or other material breach), without cause, or otherwise). Question: Would the Authority be willing to agree to any termination rights in favor of Bank? If so, on what basis?

Proposers may suggest alternative language in their proposals, as a subject for negotiations; however, see the response to question 3, regarding the scope of negotiations.

23. 4 – Article 212, C

Would the Authority consider and negotiate alternatives to the “arbitrary, capricious or so grossly erroneous as to evidence bad faith” standard for judicial review set forth in Section C?

Proposer may suggest alternative language in their proposals, as a subject for negotiations; however, see the response to question 3, regarding the scope of negotiations.

24. 4 – Article 237, D and E

The terms outlined in Section IV, Article 237, Sections C and D state that workforce data will be provided AFTER the award of the contract. Please confirm that the Bank does not need to provide workforce data at this stage of the RFP.

The Bank shall provide a preliminary workforce utilization report as part of its initial proposal. After award, if necessary, the Bank shall provide a revised utilization report.

Section 5: Attachment 1 – Scope of Work 25. 5, Scope Of

Work – paragraph 2.C

The RFP indicates that the program will be subject to an “Aggregate Credit Limit” that is “specified by NYC Transit, the MTA and each of its participating subsidiaries and affiliates.” The RFP goes on to indicate that “[t]he Bank may at any time investigate the financial condition of the Authority, in connection with the issuance of Cards, maintenance of Accounts, and establishment of credit limits.” Question: Would the Bank have the right to adjust the Aggregate Credit Limit upon notice to the Authority, either without limitation or subject to restrictions? And, if yes with restrictions, what restrictions would the Authority require?

No, the Bank will not have the right to either adjust the Aggregate Credit Limit upon notice to the Authority, without limitation or subject to restrictions. However, the Bank may propose an “Aggregate Credit Limit” increase during the term of the contract.

26. 5, Scope Of Work – paragraph 3

The MTA is requesting a lot on the card (tax-exempt notation, card design, and website). Can you discuss whether some of these can be accomplished through cardholder communications, rather than putting everything on card?

No. The Authority prefers that this information remain on the card.


Can you provide a sample card? Yes. As per Addendum 2, a sample Procurement Card and a sample Travel Card are included with the RFP documents. See Attachment 6.


What is the volume of Foreign Currency transactions?

For year 2012, NYC Transit had 239 Foreign Currency transactions.


Can you expand on your expectation on training needs, both during implementation and ongoing?

The Scope of Work (see paragraph 10) describes the Authority’s training requirements and expectations.




NYCT Answer


Regarding customer support, what type of high-level (MTA wide) support are you used to getting through the incumbent (regular meetings, training, accounts reviews)?

The prior procurement did not contemplate MTA wide support. Proposers may propose Authority currently does not receive MTA wide high-level support.

31. 5, Scope Of Work – paragraph 13.B

Reporting/Accounting- will the MTA require separate data files be sent to each of the Agencies, or will the information be managed centrally?

Each Agency as well as the MTA BSC may request separate reports and data files on its transactions on an ad hoc basis. Each agency should have access to transaction data on its transactions while the MTA BSC should have access to reports on the overall program as well as by each agency since a central file and reports are required for accounting purposes. Proposers should note that these various reports must be accessible by the appropriate parties online.

32. 5, Scope Of Work – paragraph 13, A

Reports- in Scope of Work, letter A lists the data that should be available. Are these all hard requirements? Are they all provided to you currently?

Yes, these are hard requirements and yes, the incumbent currently provides this data.

33. 5, Scope Of Work – paragraph 13.C

Do you have any information regarding average ticket size or number of monthly transactions collectively among the Agencies?

For NYC Transit, the largest user of the Corporate Card Program, the average ticket size for procurement card is $350 and the average travel ticket size is $250. The number of monthly transactions for travel and procurement card combined is 2500. .

34. 5, Scope Of Work – paragraph 13.A

In general, what type of rebate structure is preferred by the MTA? (based on spend tier? speed of payment?)

The preferred rebate structure is based on a combination of spend and speed of payment. See Attachment 2 – Price Proposal, Instructions.


How many foreign currency transactions do you make on an annual basis?

See the response to question 28.


Please provide the number of Procurement Cards, Cardless Accounts, Travel Cards and Travel Services Card Accounts currently in use.



“The Bank shall maintain all information regarding this Contract throughout the Contract term plus two (2) additional years….” Please define what you mean by information.

This statement means that the bank shall maintain information that includes but it is not limited to Transaction Data, Monthly Statements, Cardholder Information, and Disputes.




NYCT Answer


Kindly reconfirm that tailored training videos can be satisfied through scheduled online training webinars.

The Authority shall accept training sessions that are conducted via a Webinar, however, these web based presentations must include information on how Cardholders as well as Project Managers and administrators can utilize the Bank’s website.


Kindly clarify the role of the Project Manager vs. role of Division Administrators in their providing support required by individual cardholders.

The RFP documents do not include the term Division Administrator, however, the term Project Manager is defined in Article 101 of the Specific Contract Provisions and the role is clarified in paragraph 16 of the Scope of Work.


Do the plastic cards have to be specifically identified as Purchasing or Travel or is a One Card solution acceptable?

A One Card solution is not acceptable. Each Card must be specifically identified as either a Purchasing Card or Travel Card.


Is it required that only a paper form can be used to request an account or can the MTA submit the information to the bank electronically?

The Authority can also submit the information electronically, but reserves the right to submit paper forms as well to request an account.


Can you share an example of a card with the following information in place: • The name, e.g. “MTA NYC TRANSIT”. • The type of Card, e.g. “PURCHASING” and/or “TRAVEL”. • The phrase, “FOR BUSINESS USE ONLY”. • The phrase, “TAX EXEMPT” and/or the tax exempt number. • The Bank’s toll-free help line telephone number. • Website URL address to reconcile transactions.

See response to question 27.


Can the bank provide an electronic statement to the Cardholder each month with the capability to print their statement?

Yes, the Bank may provide an electronic statement to the Cardholder each month with the capability to print their statement. The Bank should notify each Cardholder via an e-mail to their Authority e-mail address when their monthly electronic statement is available.


Is it a requirement to take account changes in paper format, or can you request changes through our electronic capability?

The Authority can request changes either though the Banks electronic interface or through paper. See the response to question 41.




NYCT Answer


How are your foreign transactions translated to US Dollar transactions today?

Foreign transactions are currently translated to US Dollar transactions using the Government mandated/wholesale currency market rate.


Is it a strict requirement to not close an account without first notifying the PA in advance?

Yes. Nevertheless, the Bank may suspend card use and advise the PA immediately if fraud is suspected.


Can you elaborate on the training video required?



Please provide the name(s) of the Authority’s travel management companies. The Authority’s current travel management company is Ultramar.


Please provide a photocopy (masking the account number) of the Authority’s current card design, so that we can better understand the artwork and design required.

See response to question 27.

50. 5, Scope Of Work – paragraphs 1 and 5

How do cardholders reconcile Travel Card transactions today? In what system? Currently, Travel Card reconciliation is done internally. Nevertheless, the Bank can propose other alternatives.

51. 5, Scope Of Work – paragraph 13.A

Regarding your Procurement Card reallocation process, what is your current process to approve transactions? For example on a per transaction basis or on a statement basis? What is the approval workflow?

Cardholders have the capability to get supervisory approvals on the transaction level through the Bank’s website. Nevertheless, the Bank can propose offer alternatives such as gaining approvals on a Statement basis.


Regarding Training, please confirm that all agencies will participate in the five, 60-minute training sessions together, or confirm that each agency will require five, 60-minute training sessions separately.

Each Agency administers and manages its program separately upon contract award.


Please provide the liability, billing and payment structure for your Travel Card program.

The billing cycle is monthly and per section 2, paragraph 13 the Authority complies with the Public Authority’s Law of Prompt Payment.


Please describe the Authority’s Ghost Card program including the current use cases for the program.

Ghosts cards are used to pay for authorized business travel such as airplane tickets through Ultramar Travel and for office supplies through W.B. Mason Co., Inc.




NYCT Answer


Does the Authority use a single-use/virtual card program today? If so, please describe this program in detail.

No, the Authority does not currently use a single-use/virtual card program. The Bank may propose such programs in an alternate proposal.

56. 5, Scope Of Work

We understand that all items in Paragraphs 7 and 18 need to be addressed completely. Please confirm if the Scope of Work (pages 1-10) also needs to be addressed point-by-point.

Per section 2, paragraph 7, B.1.a of the Request for Proposal, Proposers are expected to submit a narrative proposal that clearly and specifically addresses the Scope of Work.

Section 5: Attachment 2 - Price Proposal Forms 57. 5, Price

Proposal Form – Overview

Are each of the individual MTA Agency’s on the same cycle and payment terms schedule?

Yes. Each MTA Agency is bound by the terms and conditions of the RFP.

58. 5, Price Proposal Form – paragraph C

Will the Authority consider providing an excel version of the Price Proposal Form for all Proposers?

The Excel file has been provided to each Proposer that has requested the contract documents on a CD entitled “Price Schedule”.


Please confirm that Proposers can submit a separate schedule listing all potential program fees and charges, in addition to submitting the Price Proposal Form.

Proposers may include potential fees and charges that were not contemplated in the Price Proposal Form in paragraph C. If necessary, Proposers may add additional lines to paragraph C of the Price Proposal Form.


Regarding Custom Programming Fees, please describe the type of custom programming that the Authority anticipates for this program (i.e. custom reporting, custom file development).

Two of the agencies had some custom mapping completed to develop ghost cards. While the Authority does not anticipate utilizing any customization after the initial program implementation, the Authority requires that each Proposer provide any custom programming fees that its other clients traditionally utilize e.g., custom reporting and custom file development.

61. 5, Price Proposal Form – Instructions

In the Instructions section, the Authority states that the Price Proposal form must be submitted in both print and electronic format, and the electronic submittal must be in Microsoft Excel. The form as presented consists of Excel tables embedded in a Word document. Can we complete the existing tables and return the Price Proposal form in its current state, or does the Authority wish for the tables and accompanying pricing information to be transferred to a separate Excel document?

The Price Proposal Form has been provided in both a Word and Excel format. Proposers are expected to complete and submit both the existing tables in the Word document as well as the tables in the Excel document with their Proposals. See the response to question 58.




NYCT Answer

Section 5: Schedule A 62. 5, Schedule A –

paragraph C Give copies of the insurance policies - we simply do not do this, however can we provide evidence of insurance by supplying Certificates of Insurance?

As per paragraph B.3.C, since this contract does not require Builder’s Risk and Railroad Protective Liability insurance, Certificates of Insurance may be supplied as evidence of the policies that are required as part of this contract. The Authority simply reserves the right to request copies of the policies. If a Proposer takes exception to the Authority’s right to request copies of the policies, then the Proposer should follow the procedures outlined in the Request for Proposal for taking exceptions to the Authority’s terms and conditions.

63. 5, Schedule A – paragraph B

Deductibles -The contract states policy deductibles cannot exceed $100,000. We have a $250,000 deductible on each Workmens Compensation claim. Can an exception under this contract be made?


64. 5, Schedule A – paragraph B.1.e

Under Commercial General Liability - We would not secure XCU coverage. Is this coverage required for this contract?

XCU coverage is not required for this contract.

65. 5, Schedule A – paragraph C

We will provide an Accord Certificate of Insurance rather than an Authority Certificate of Insurance Form or MTA Certificate of Insurance. Is this acceptable?

As per paragraph C, an ACCORD is acceptable.

Section 5: Schedule J 66. 5, schedule J –

Part VI.2 Is a Performance Bond required for this contract?

Performance Bonds are not required for this contract.

67. 5, schedule J – Part V.13.A-E

Please confirm, we should only list proposals or contracts managed by the individual designated as the authorized point of contact as indicated in Part II number 5 found on page 6, and not throughout the entire firm.

No, the answers to 13.B –E apply to the Proposer as a whole - the only question that applies just to the bids or proposals managed by the Proposer’s office as listed in answer to question 5 of Part II is the answer to 13.A.

68. 5, schedule J – Part V.13.C

Please define what you mean by “current uncompleted”.

The reference to current uncompleted private sector projects means a current private sector project that has not yet been completed.

69. 5, schedule J – Part VI.1

In an attempt to limit the number of pages in our response, will you accept a link to our financial statements (three years audited statements) in lieu of hard copy? Alternatively, could we provide the annual statements on a CD or DVD?

No, neither a link nor a CD or DVD shall be acceptable.

70. 5, schedule J – Part VI.1

The Authority asks for certified financial statements for the last three years. In lieu of hardcopies, will you accept a web link to our financials?





NYCT Answer

General Questions

71.

Please further describe the Authority’s implementation requirements. The Scope of Work and Article 111 of the Specific Contract Provisions outlines the Authority’s implementation requirements. Proposers are expected, however, to propose recommendations for a smooth implementation.

72.

Will the Authority implement each agency concurrently? The Authority anticipates that each Agency shall be implemented concurrently in order to avoid a break in service.


73.

Please provide the Authority’s desired program launch date. Is there any flexibility with this date?

The Authority’s anticipated program launch date is December 1, 2013. The Authority may accept an earlier launch date.

74.

What is the name(s) of your current provider(s) for the T&E and Purchasing card program in place today?

The incumbent is J.P. Morgan Chase. See the response to question 48.

75. What is the current contract total price? NYC Transit’s portion of the current total contract is an estimated $106M.

76. What is the Average Transaction size for the travel program? See the response to question 33.

77. What is the Average Transaction size for the purchasing program? See the response to question 33.

78. Are there any problems or difficulties with the existing program? The Scope of Work includes any improvements and upgrades that the Authority requires.

79.

Gen

eral

Que

stio

ns

Do you have automated expense reporting today and how are transactions reconciled today?

No, the Authority does not have automated expense reporting. Cardholders can reconcile their transactions through the incumbent’s website.




NYCT Answer

80. Are cardholders billed individually and do they pay their bills individually or does the MTA receive a central bill and pay all statements centrally?

Cardholders are not billed individually. Instead, each agency receives a central bill on behalf of its cardholders and the MTA BSC pays each agency’s bill. Nevertheless, the Bank is responsible for providing each Cardholder with a monthly statement.

81. Please discuss in general your expectations around implementation timing, technical resources available to assist with data integration to PeopleSoft, and system training.

There are currently two variations on the delivery of invoices: direct interface and manual load via e-mail. MTA IT resources will be available for testing incoming files. Ideally, in the future, there will be one process to interface invoices to PeopleSoft.

82. Are you willing to disclose who the incumbent is? See the response to question 74.

83. In addition to the Project Manager, is there a dedicated Implementation Team at the MTA/NYCT to specifically work with the Bank in facilitating onboarding once the contract is awarded?

The Authority shall develop its implementation team(s) once the contract is awarded and shall utilize the resources and staff hours that were requested in the selected proposal as a guide.

84. In order to follow our standard credit review and risk processes, please confirm MTA’s source of payment for the Corporate Card Program.

The Authority utilizes Operating Funds.

85. Due to scope of services being asked for, the Bank would request that certain RFP terms be modified and the Bank's Commercial Card Agreement either be executed or its terms incorporated into the final agreement with the Authority. Is the Authority willing to review and execute the Bank's Agreement or incorporate its terms into the overarching agreement?

The Authority will not execute a Proposer’s form agreement. However, section 2, paragraph 7, B.1.b.v outlines the process by which Proposers may take exceptions to the terms and conditions of this Contract. A Proposer that seeks to modify and/or take exceptions to the Authority’s terms and conditions should follow this process.

86.

Gen

eral

Que

stio

ns

Will you permit the bank to initiate payment in full each month through a direct debit to a DDA account in the Agency’s name?

No, the Authority does ACH credits after an internal review process.




NYCT Answer

87. G

ener

al Q

uest

ions

Will the Authority permit us to initiate payment in full each month through direct debits to DDA accounts in each of the individually-billed Agency’s names? If so, please also confirm that each agency has a DDA with one of the following banks:

• Wells Fargo • JPM Chase • Bank of America • Citibank • US Bank • Capital One • California Bank and Trust • Union Bank of California • Comerica • Silicon Valley Bank • Metropolitan National Bank • UMB Bank


NEW YORK CITY TRANSIT AUTHORITY

CONTRACT NO. RFQ 40352 CORPORATE CREDIT CARD PROGRAM

NEW YORK CITY TRANSIT AUTHORITY TABLE OF CONTENTS Division of Materiel Contract No. RFQ 40352

1/06/537358 – Corporate Credit Card Program Addendum #2 Table of Contents Page i

TABLE OF CONTENTS SECTION I: IMPORTANT NOTICE TO PROPOSERS .............................................................. i-ii SECTION II: REQUEST FOR PROPOSAL………………………………………………….. 1-21 PARAGRAPH 1 Introduction..............................................................................................................1 PARAGRAPH 2 General Instructions .................................................................................................2 PARAGRAPH 3 Alternate Proposals ..................................................................................................3 PARAGRAPH 4 Point of Contact .......................................................................................................4 PARAGRAPH 5 Requests for Clarification and Addenda ..................................................................4 PARAGRAPH 6 Restrictions on Contact with Authority Employees.................................................4 PARAGRAPH 7 Proposal Submission Requirements.........................................................................5 PARAGRAPH 8 Withdrawal of Proposals..........................................................................................7 PARAGRAPH 9 Incurring Costs.........................................................................................................7 PARAGRAPH 10 Disclosure of Proposals............................................................................................8 PARAGRAPH 11 Contract Execution and Award Procedures .............................................................8 PARAGRAPH 12 Negotiations .............................................................................................................8 PARAGRAPH 13 Prompt Payment.......................................................................................................9 PARAGRAPH 14 RFP Protests.............................................................................................................9 PARAGRAPH 15 Omnibus Procurement Act of 1992 .......................................................................10 PARAGRAPH 16 Metropolitan Transportation Authority Vendor Code of Ethics............................12 PARAGRAPH 17 Proposer's Qualifications .......................................................................................12 PARAGRAPH 18 Technical Questions...............................................................................................13 PARAGRAPH 19 Oral Presentations and Demonstrations .................................................................19 PARAGRAPH 20 Proposal Evaluation ...............................................................................................19 SECTION III: SPECIFIC CONTRACT PROVISIONS…………………………………….. 1-15 ARTICLE 101 Definitions...................................................................................................................1 ARTICLE 102 Project Description......................................................................................................5 ARTICLE 103 Term of Contract.........................................................................................................5 ARTICLE 104 Time for Completion and Delivery.............................................................................5 ARTICLE 105 Not Used .....................................................................................................................5 ARTICLE 106 Not Used .....................................................................................................................5 ARTICLE 107 Not Used .....................................................................................................................5 ARTICLE 108 Price to Include/Invoices and Payments .....................................................................6 ARTICLE 109 Not Used ...................................................................................................................10 ARTICLE 110 Not Used ...................................................................................................................10 ARTICLE 111 Not Used ...................................................................................................................10 ARTICLE 112 Not Used ...................................................................................................................10 ARTICLE 113 Rebates......................................................................................................................10 ARTICLE 114 Survival .....................................................................................................................11 ARTICLE 115 Order of Precedence..................................................................................................11


1/06/537358 – Corporate Credit Card Program Addendum #2 Table of Contents Page ii

ARTICLE 116 Entire Agreement ......................................................................................................11 ARTICLE 117 Transition ..................................................................................................................11 ARTICLE 118 Software License.......................................................................................................12 ARTICLE 119 Ownership of Licensed Software..............................................................................12 ARTICLE 120 Proprietary Rights .....................................................................................................13 ARTICLE 121 Infringement of Proprietary Righs, Wararnty, and Indemnification.........................13 ARTICLE 122 Bank Assistance ........................................................................................................13 ARTICLE 123 Other Entities ............................................................................................................13 ARTICLE 124 Force Majeure ...........................................................................................................15 ARTICLE 125 Confidentiality ..........................................................................................................15 ARTICLE 126 Disaster Recovery .....................................................................................................15 SECTION IV: GENERAL CONTRACT PROVISIONS..............................................................1-30 ARTICLE 201 Agreement...................................................................................................................1 ARTICLE 202 Notices ........................................................................................................................1 ARTICLE 203 General Rules of Interpretation...................................................................................1 ARTICLE 204 Assignment/Change in Control...................................................................................2 ARTICLE 205 Coordination With Other Contractors.........................................................................3 ARTICLE 206 Changes.......................................................................................................................3 ARTICLE 207 Extensions of Time .....................................................................................................4 ARTICLE 208 Remedies in Case of Default & Termination for Cause .............................................6 ARTICLE 209 Termination for Convenience by the Authority..........................................................7 ARTICLE 210 Not Used .....................................................................................................................7 ARTICLE 211 Authority of the Project Manager ...............................................................................7 ARTICLE 212 Disputes.......................................................................................................................8 ARTICLE 213 Withholding Money Due To Contractor to Meet Claims or Liens.............................9 ARTICLE 214 Claims By Contractor ...............................................................................................10 ARTICLE 215 Substitution of Approved Securities .........................................................................10 ARTICLE 216 Use of Monies Withheld ...........................................................................................11 ARTICLE 217 Authority May Avail Itself of All Remedies ............................................................11 ARTICLE 218 Relationship Between the Authority and Others ......................................................11 ARTICLE 219 Liability and Indemnification ...................................................................................12 ARTICLE 220 Patents, Copyrights and Infringement Claims ..........................................................13 ARTICLE 221 Quantities are Approximate/Variable Quantities Clause..........................................14 ARTICLE 222 General Representations and Warranties ..................................................................14 ARTICLE 223 No Estoppel and No Waiver .....................................................................................17 ARTICLE 224 Safety Precautions.....................................................................................................17 ARTICLE 225 Inspection and Evaluation.........................................................................................18 ARTICLE 226 Books and Records/Audit and Examination .............................................................18 ARTICLE 227 Subcontractor/Supplier Books and Records .............................................................18 ARTICLE 228 Brand Names/Substitution of Specified Material .....................................................18 ARTICLE 229 Removal of Material/Waste Material........................................................................19 ARTICLE 230 Quality Assurance.....................................................................................................20 ARTICLE 231 Compliance with Applicable Laws, Regulations/Environmental Matters................20


1/06/537358 – Corporate Credit Card Program Addendum #2 Table of Contents Page iii

ARTICLE 232 Final Payment to Act as Release...............................................................................22 ARTICLE 233 Independent Contractor.............................................................................................23 ARTICLE 234 Contractor's Employees ............................................................................................23 ARTICLE 235 Confidentiality/Advertising Limitation ....................................................................24 ARTICLE 236 Tax Exemption..........................................................................................................24 ARTICLE 237 Equal Employment Opportunities for Minority Group Members and Women........24 ARTICLE 238 Antitrust Assignment ................................................................................................26 ARTICLE 239 Grand Jury Testimony...............................................................................................26 ARTICLE 240 Diesel Emission Reduction Act ................................................................................27 ARTICLE 241 New York Laws/Choice of Law, Consent to Jurisdiction and Venue ......................27 ARTICLE 242 Statute of Limitations on Right to Sue the Authority/No Claim Against Authority

Officers, Agents or Employees .................................................................................28 ARTICLE 243 Prompt Payment to Subcontractors and Retainage……………………………..... 28 ARTICLE 244 Contract Documents Contain All Terms/Contractor Has Examined Contract .........29 ARTICLE 245 All Legal Provisions Included ..................................................................................29 ARTICLE 246 Severability ...............................................................................................................29 ARTICLE 247 Survival .....................................................................................................................30 SECTION V: CONTRACT ATTACHMENTS/SCHEDULES Attachment 1 Scope of Work ......................................................................................................... 1-11 Attachment 2 Price Proposal Forms ................................................................................................ 1-2 Attachment 3 Authority Observed Holidays ........................................................................................1 Attachment 4 Package 1: For Use with Contracts that do not have Minority/Women Owned Business Enterprise (M/WBE) Goals...................................................................................... 1-10 Attachment 5 Vendor Code of Ethics............................................................................................. 1-18 Attachment 6 Sample Procurement Card and Sample Travel Card .....................................................1 Schedule A Insurance Requirements .......................................................................................... 1-11 Schedule B Site Inspection/Pre-Proposal Conference ......................................................................1 Schedule G Rider to Contract Documents..................................................................................... 1-4 Schedule J Responsibility Questionnaire ................................................................................... 1-36 Schedule S Iran Energy Sector Divestment Certification.................................................................1 Schedule W Compliance with NYS State Finance Law ............................................................... 1-4 SECTION VI: PROPOSER’S EXECUTION FORM Proposer’s Execution Form................................................................................................................... 1-8 SECTION VII: CONTRACT EXECUTION PAGES Contract Execution Pages ..................................................................................................................... 1-3

New York City Transit Authority Division of Materiel

Contract No. RFQ 40352 537438


Division of Materiel

Section II

Request for Proposal

Contract No. RFQ 40352



REQUEST FOR PROPOSALS OVERVIEW AND PROPOSAL PROCEDURES

PARAGRAPH 1 INTRODUCTION

A. The New York City Transit Authority (the "Authority" or “NYC Transit”), a public benefit corporation organized under the Public Authorities Law of the State of New York, which for purposes hereof shall be deemed to include the Manhattan and Bronx Surface Transit Operating Authority (“MaBSTOA”), the Metropolitan Transportation Authority (MTA), the MTA’s subsidiaries and affiliates, Metro-North Commuter Railroad (“MN”), Triborough Bridge and Tunnel Authority (“B&T”), Long Island Rail Road (“LIRR”) , Staten Island Rapid Transit Operating Authority (“SIRTOA”), MTA Capital Construction Company (“MTACC”), and MTA Bus Company (“MTA Bus”) is inviting proposals from qualified Contractors interested in providing a Corporate Card Program for use by approved employees as set forth in ATTACHMENT No. 1, SCOPE OF WORK. The Corporate Card shall permit designated employees to make purchases of equipment, material, supplies and services, including travel-related services.

Projected procurement card usage is provided in the table below for NYC Transit, the MTA and its subsidiaries and affiliates.

MTA Agency Name Estimated Number of

Corporate Cards

Estimated Anticipated Spend for 12/1/2013 to

11/30/2018 New York City Transit 600 $50,000,000

Long Island Rail Road 90 $12,000,000MTA Bus 25 $3,260,000MTA Bridges & Tunnels 47 $10,675,000Metro-North Rail Road 106 $20,310,000MTA Headquarters 39 $3,060,000Staten Island Rail Road 12 $250,000

Total 919 99,555,000

The above numbers are for informational purposes only as an indicator of the estimated number of issued cards and anticipated spend for the term of the contract. These numbers do not represent a commitment on behalf of the Authority to enroll a minimum number of cardholders or reach a certain charge volume during the contract term.



B. This Contract is for a specific project and the specific Scope of Work is outlined in ATTACHMENT 1.

C. The Authority encourages proposals and alternative proposals which address its requirements.

However, in order to afford the Authority the ability to properly evaluate and compare all proposals and alternative proposals received, it is requested that each Proposer clearly indicate, with specificity, in what respects its proposal, or alternate proposal, as the case may be, constitutes an enhancement, a reduction or other change in the General Contract Provisions or Scope of Work.

D. Pertinent Dates

These will include the following dates:

Release date of this RFP: April 2, 2013 Pre-proposal conference: April 30, 2013 All inquiries should be received by the Authority by: May 7, 2013 All proposals are due on: (the “Closing Date”): May 30, 2013 PARAGRAPH 2 GENERAL INSTRUCTIONS A. The Authority considers any information, which it may have released either orally or in

writing prior to the issuance of the Request for Proposal (RFP), to be preliminary in nature and shall not be bound by such information.

B. Each Proposer shall furnish the information required by this RFP. The person signing the

Proposal must initial erasures or other changes. C. If the Proposal is signed by other than the chairman, chief executive officer, president, a vice

president, or general partner of the Proposer, the Proposal is to include evidence of the agent’s authority.

D. Where particular goods and services are set forth in this RFP, the Authority shall not consider

proposals for goods and services other than those specified unless specifically authorized by this solicitation.

E. In general, the Authority seeks proposals under this RFP which are advantageous to the

Authority and satisfy its overall needs. In order to afford the Authority the ability to properly evaluate and compare all Proposals and alternate Proposals received, it is requested that:

1. each Proposer submit, at a minimum, a proposal based upon the SCOPE-OF-WORK

(Attachment No. 1), as specified by the Authority in this RFP; and 2. each Proposer submitting an alternate Proposal in accordance with this item clearly

indicate, with specificity, in what respects its alternate proposal constitutes an enhancement, reduction or other change in the SCOPE-OF-WORK.



All affected provisions should be cited and any proposed modifications set forth with clear pricing implications stated as to each. Each Proposer is encouraged to submit an alternate proposal or proposals containing any enhancements/reductions/changes it wishes to offer. Each such alternate proposal, however, must be accompanied by a separate Price Proposal, in the required format, clearly indicating those items affected, items added/deleted or other changes resulting from any alternate proposed on the assumption of changed contract or technical provisions and must clearly set forth the amount of change in price/cost being proposed. The Authority is willing to negotiate all aspects of alternate proposals to the extent that cost savings and/or other advantages, which the Authority desires to entertain, are demonstrated by the Proposer offering the alternate proposal. However, as set forth in the SCOPE-OF-WORK, Proposers should be aware that alternate proposals, utilizing computer hardware and software, must be compatible with existing Authority hardware, software and/or operation parameters, as applicable.

F. Prospective Proposers should be aware that the Authority considers it essential that thorough

and precise proposals are received so that effective evaluation and comparison can take place within the time allowed, and so that any resulting negotiations not become needlessly protracted. Accordingly, the Authority reserves the right not to consider any proposal or alternate proposal prepared with an apparent disregard therefor such that evaluation and comparison are determined by the evaluation committee to be difficult or impossible. Among the things which the Authority may consider as unacceptable include, but are not limited to, blanket reservations, general objections, general offers of enhancement or general statements of needed modification regarding the Scope of Work.

G. A Pre-Proposal Conference will be held on April 30, 2013 at 2 Broadway on the 6th floor

in Conference Room 603 at 1:00 P.M. Proposers who wish to attend the pre-proposal conference may notify the Procurement Representative. The pre-proposal conference will be informal. The Procurement Representative will entertain and respond to oral inquiries at the pre-proposal conference, however, only a written interpretation or correction issued as an Addendum by the Authority shall be binding.

PARAGRAPH 3 ALTERNATE PROPOSALS Proposers may submit alternate proposals. See PARAGRAPH 2, GENERAL INSTRUCTIONS above.



PARAGRAPH 4 POINT OF CONTACT Prospective Proposers are advised that the Authority’s point of contact (the “Procurement Representative” or “Point of Contact”) for all matters concerning this RFP is:

Amanda Phillips, Procurement Manager New York City Transit Authority Division of Materiel, Room B19.153 2 Broadway New York, NY 10004 Telephone: (646) 252 - 6036 Facsimile: (646) 252 - 6094 Email: [email protected]

PARAGRAPH 5 REQUESTS FOR CLARIFICATION AND ADDENDA A. Any inquiry regarding this RFP must be made in writing except that the Authority will

entertain oral inquiries at the pre-proposal conference, if any. To be considered, inquiries must be addressed to the Point of Contact. Proposers are advised that the Authority cannot guarantee that it will be able to respond to inquiries received later than ten (10) business days prior to the Closing Date.

B. The Authority shall issue responses to inquiries and any other corrections, amendments, and

the like which it deems necessary in written addenda issued prior to the Closing Date. Issuance of an addendum is defined as placement of copies of such addendum at the Bid Reception Desk, 3 Stone Street, New York, NY 10004. At that desk, the Authority shall furnish prospective Proposers with copies of such addenda upon request. The Authority shall endeavor to e-mail addenda to each person recorded as having been furnished a copy of the RFP, but Proposers shall be responsible for assuring that they receive all addenda.

C. Proposers should not rely on any representations, statements, or clarifications not made in this

RFP or in a formal addendum. PARAGRAPH 6 RESTRICTIONS ON CONTACT WITH AUTHORITY EMPLOYEES Prospective Proposers are advised that, from the date this RFP is issued until the award of any resultant contract, they are not permitted to contact Authority employees about a matter related to this solicitation unless they have received the permission of the Point of Contact responsible for this procurement.



PARAGRAPH 7 PROPOSAL SUBMISSION REQUIREMENTS A. General

1. Proposers shall submit an original (unbound) and ten (10) copies of each proposal (bound). The original should contain original signatures and must be marked “Master Copy.” The Proposer shall also submit one CD or DVD with an electronic copy of the Price Proposal Form. The Price Proposal Form must be completed using Microsoft Excel.

2. Proposers are cautioned that they must submit their Proposal directly to the Bid

Reception Desk, 3 Stone Street, New York, NY 10004. Proposers must include their complete return address, Contract number, Contract title and the Proposal Due Date on the envelope(s) enclosing any material. Proposers are responsible for informing its commercial delivery service(s) of all delivery requirements, and for assuring that information required on the envelope(s) appears on any outer wrapper or envelope used by such service.

3. Proposals shall be received by no later than 1:00PM on the Closing Date. 4. Request for Proposal Fee for the Contract is $0 5. The Authority will not accept faxed or e-mailed proposals. 6. Unnecessarily elaborate brochures or other presentations beyond that sufficient to

present a complete and effective proposal are not desired. Elaborate artwork, expensive paper and binding and expensive visual and other presentation aids are neither necessary nor wanted.

B. Proposals are to contain the following:

1. WRITTEN TECHNICAL PROPOSAL:

a. A narrative proposal which clearly and specifically addresses the Scope of Work, the proposed approach to the work, experience of the personnel who will work on this project, responses to the technical questions set forth in Paragraph 18 below, and any other information called for in the RFP or which the Proposer deems relevant. Proposers should respond to all technical questions in the order asked and for questions requiring multiple responses, the response should follow the format of the question e.g., a., b., c. etc.

b. A project organization chart showing principal officers. (President, Vice

President, Financial Officer, etc.)

i. Provide listing and résumés of all personnel, including any subcontractor’s personnel, to be assigned to this project. Provide



past experience as a Project Manager/project administrator for the proposed Project Manager, hereinafter referred to as the Project Administrator;

ii. A detailed estimated manpower schedule (where applicable);

iii. A list of prior applicable projects the Proposer has undertaken.

Provide a chronologic listing of the company’s past job experience, as a prime or subbank, and any proposed subbank’s past job experience for the last two (2) years. For each project, include the name of the organization, a brief description of the job, contract dollar value, duration of contract, and reference contact at the organization including their telephone number and e-mail address. Indicate key personnel who are working or have worked on such contracts;

iv. A letter statement of exceptions which the Proposer takes to any

terms and conditions of this Contract. However, if the Proposer does not take any exceptions, the Proposer must still submit a letter statement, indicating that the Proposer takes no exceptions to any terms and conditions of this Contract. Note: The General Contract Provisions contains contract clauses and requirements of the State of New York and/or Metropolitan Transportation Authority. These terms and conditions are standard, and as a rule will not be changed or waived;

v. A Certificate of Compliance with Insurance Requirements. Each

Proposer shall transmit, as part of his or her proposal, a letter from an acceptable insurance company or companies, as the case may be, which satisfactorily establishes to the Authority that such insurance company will issue the necessary insurance policies, or evidence of existing policies, as required in the appended Contract under Schedule A, Insurance Requirements;

vi. A completed Responsibility Questionnaire attached hereto as

Schedule J. All Proposers shall complete and submit “Schedule J - Responsibility Questionnaire” with their Proposal in accordance with the instructions in Part I, number 1 of the questionnaire;

vii. A completed Schedule S – Iran Energy Sector Divestment

Certification certifying that the Proposer is not on the Office of General Services’ list of persons who have been determined to engage in investment activities in Iran;

viii. A completed Schedule W - “Compliance with NYS State Finance

Law Sections 139-j and 139-k (“Lobbying Law”);



ix. A completed Package 1, inclusive of the following forms; EEO-1,

WF-257, Staffing Plan and EEO Policy Statement; the established goal is 0% for MBE and 0% for WBE;

x. Provide the start and end dates of your fiscal year;

xi. The Proposer’s Execution Form. The Proposer shall submit a fully

completed and duly executed Proposer’s Execution Form, which is hereby provided as part of the RFP.

2. WRITTEN PRICE PROPOSAL:

Price Proposal. Proposers shall use the Price Proposal form provided in ATTACHMENT 2, PRICE PROPOSAL FORM including the rebate schedule that sets forth the percent rebate based on dollar volume per fiscal year and submit an electronic version as stated in SUBPARAGRAPH 7(A)(1) above. Additionally, this section requires Proposers to submit schedules for fees or charges. Proposers may submit alternate price proposals using the format provided.

PARAGRAPH 8 WITHDRAWAL OF PROPOSALS Proposers may withdraw their proposals from consideration at any time prior to award of the Contract. Proposers who decide to withdraw their proposals are asked to notify the Authority of such withdrawal in writing directed to the Procurement Representative so that we do not waste time considering the proposal. The Authority shall have the right to discard or retain for its records all copies of proposals withdrawn from consideration. PARAGRAPH 9 INCURRING COSTS The Authority shall not be held liable for any pre-contract activity or costs incurred by Proposers in the preparation of their proposals or during any negotiations on proposals or proposed contracts or for any work performed in connection therewith. The selected Contractor may not claim reimbursement for expenditures prior to the effective date contained in the written Notice to Proceed of the agreement as issued by the Authority’s Contracting Officer.



PARAGRAPH 10 DISCLOSURE OF PROPOSALS Upon submission, proposals and other materials submitted by Proposers become records subject to the Freedom of Information Law of New York State (“FOIL”). The Authority may deny the public access to such records or applicable portions thereof which are trade secrets or are maintained for the regulation of commercial enterprise which if disclosed would cause substantial injury to the competitive position of the subject enterprise, are specifically exempted from disclosure by state or federal statute, or are otherwise exempted from disclosure under FOIL. Proposers should mark confidential only those portions of their proposals, which they believe are not required to be disclosed under FOIL. The Authority, however, is obligated to disclose information consistent with the requirements of FOIL notwithstanding any such markings made by Proposers. PARAGRAPH 11 CONTRACT EXECUTION AND AWARD PROCEDURES A. The Proposer shall complete Section VI, Proposer’s Execution Form. This solicitation

contains Contract Execution pages (Section VII) following the Proposer’s Execution Form (Section VI). However, the Proposer is not to execute these documents at the time of submission of the proposal. Prior to Contract award, the prospective awardee will be notified of the required timeframe for it to execute five (5) originals of the Contract, including original Contract Execution pages and applicable Acknowledgment page. Upon execution of such five (5) originals, the prospective awardee shall return them to the Procurement Representative. At the time of Contract award, the Authority will transmit a fully executed Contract to the Contractor.

B. The Authority reserves the right to: (i) reject all proposals submitted; (ii) accept any proposal

or alternate as submitted without oral presentations or negotiations; (iii) require revisions to, corrections of or other changes to any proposal submitted as a condition to its being given any further consideration; (iv) reject, without entertaining revisions, a proposal with major substantive deficiencies: (v) select for negotiations one or more of the proposals per the procedures in PARAGRAPH 20, PROPOSAL EVALUATION.

C. In general, contract(s) resulting from this solicitation will be awarded to the qualified

Proposer(s), whose proposal the Authority believes will be the most advantageous to the Authority, cost and other evaluation factors considered. Any award will be contingent upon approval by the Authority’s Board, if required. No contract shall be effective until the Authority issues a Notice to Proceed.

PARAGRAPH 12 NEGOTIATIONS A. The Authority may: (a) select for negotiations only the overall best proposal or alternate

submitted, as determined by the Authority; (b) negotiate with those Proposers whose acceptable proposals or alternates fall within a competitive range; (c) negotiate with one or more Proposers in any manner it deems fit (such negotiations may be concurrent or sequential as the Authority determines).



B. In the event the Authority chooses to negotiate with more than one Proposer it may, following the conclusion of all negotiations, issue a revised RFP or portion thereof and solicit “Best and Final Offers” (BAFOs). After receipt of BAFOs, the Authority reserves the right to: (a) reopen negotiations; (b) accept improvements to, enhancements of or other revisions to any proposal or alternate at any time if it deems such to be in its best interest.

C. No Proposer shall have any rights against the Authority arising at any stage of the solicitation

from any negotiations that take place, or from the fact that the Authority does not select a Proposer for negotiations.

PARAGRAPH 13 PROMPT PAYMENT Pursuant to Section 2880 of the Public Authorities Law, a copy of the MTA’s Statement of Rules and Regulations with respect to prompt payment of invoices will be made available to any Proposer or prospective Proposer requesting same of the Procurement Representative. PARAGRAPH 14 RFP PROTESTS A. Protests will only be accepted from prospective or actual Proposers whose direct economic

interest would be affected by the award or non-award of the Contract. Protests must be in writing and will generally not be considered unless submitted within five (5) business days from the date the protestor knew or should have known the facts forming the basis of the protest. Protests prior to a proposal due date should be filed not later than five (5) business days prior to the due date in order to be considered timely. Unsolicited supplemental protest submissions will generally not be considered. A protest must include at least the following information: name, address, telephone and fax numbers of the protestor, the solicitation bid or contract number, a detailed statement of the legal and factual grounds for the protest including copies of relevant documents and a statement as to what relief is requested. A protest found by the Chief Officer, Operating Department Procurements or his or her designee (the “Protest Officer”) in his or her sole discretion to be patently without merit or not brought in a timely manner shall be rejected without consideration. The Protest Officer may take any action or make any requests he or she deems necessary in order to investigate the protest and develop a recommendation or disposition of the protest.

B. The Chief Officer, Operating Department Procurements in consultation with the Department

of Law, may determine that an award must be made prior to resolution of the protest when the Authority determines that:

1. the items to be procured are urgently required; or

2. delivery or performance will be unduly delayed by failure to make the award

promptly; or

3. failure to make prompt award will otherwise cause undue harm to the Authority.

4. The protestor will be given a written notice of the decision to proceed with the award.



C. Post Award Protests. Protests after an award should be received by the Authority not later

than two (2) calendar weeks after the award and are subject to the substantive requirements as provided in this paragraph. Post-award protests received more than two (2) calendar weeks after the award of a contract shall be considered an “informal inquiry” and will be referred to the appropriate parties administering the contract.

D. A copy of the Authority’s Protest Procedures may be obtained by contacting the Procurement

Representative. PARAGRAPH 15 OMNIBUS PROCUREMENT ACT OF 1992 A. 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.

B. Definitions:

1. “New York State Business Enterprise” shall mean a business enterprise, including a sole proprietorship, partnership, or corporation, which offers for sale or lease or other form of exchange, goods which are sought by the Authority and which are substantially manufactured, produced or assembled in New York State, or services which are sought by the Authority and which are substantially performed within New York State.

2. “Foreign Business Enterprise” shall mean a business enterprise, including a sole

proprietorship, partnership, or corporation, which offers for sale or lease or other form of exchange, goods sought by the Authority and which are substantially produced outside New York State, or services which are sought by the Authority and which are substantially performed outside New York State.

3. “New York Resident” shall mean a natural person who maintains a fixed, permanent

and principal home located within New York State and to which such person, whenever temporarily located, always intends to return.

4. “Procurement Contract” shall mean any written agreement entered into by the

Authority for the acquisition of goods or services of any kind, in the actual or estimated amount of fifteen thousand dollars ($15,000) or more. The term does not include an agreement for employment in civil service.

C. All Proposers submitting a Proposal equal or greater than one million dollars shall provide

notification to New York State business enterprises of opportunities to participate, in this Contract, as subcontractors or suppliers.

D. Proposers are advised that information on the availability of New York State subcontractors

and suppliers is available from:



New York State Department of Economic Development

Division for Small Business 30 South Pearl Street, 7th Floor

Albany, N.Y. 12245 (800) 782-8369 Fax: (518) 292-5884

E. Proposers are advised that a Directory of certified minority and women-owned business

enterprises may be accessed online at www.empire.state.ny.us (once at the website, click on “ESD’s Business Services”; then click on “Minority/Women Business”). Proposers who have questions concerning the Directory should contact the:

Empire State Development

Division of Minority and Women Business Development 30 South Pearl Street Albany, N.Y. 12245

(518) 292-5250 Fax: (518) 292-5803 F. The Authority is required to collect specifications of New York State business enterprises to

be used in the development of specifications for the purchase of goods. As an assistance to New York State business enterprises that wish to submit their specifications to the Authority, a copy of the “Stock Item Specifications Form” may be obtained from:

New York City Transit Authority

3 Stone Street New York, NY 10004

Attention: Bid Reception Desk (646) 252-6101 Fax: (646) 252 – 6108/6109

G. Proposers located in a foreign country are notified that the State may assign or otherwise

transfer offset credits created by any procurement contract of one million dollars or more to third parties located in New York State, and that Proposers shall be obligated to cooperate with the State in any and all respects in making such assignment or transfer, including but not limited to, executing any and all documents deemed by the State to be necessary or desirable to effectuate such assignment or transfer, and using their best efforts to obtain recognition and accession to such assignment or transfer by any applicable foreign government.

H. Proposers are hereby notified that state agencies and authorities are prohibited from entering

into contracts with businesses whose principal place of business is located in a discriminatory jurisdiction. A “discriminatory jurisdiction” is defined as any other country, nation, province, state or political subdivision which employs a preference or price-distorting mechanism to the detriment of, or otherwise discriminates against, a New York state business enterprise in the procurement of commodities and services by the same or a non-governmental entity influenced by the same. A list of discriminatory jurisdictions is maintained by the commissioner of the NYS Department of Economic Development.



PARAGRAPH 16 METROPOLITAN TRANSPORTATION AUTHORITY VENDOR CODE OF ETHICS

Proposer’s Certification of Compliance with the MTA Vendor Code of Ethics (the “Code”): All Vendors, as defined by the Code, involved in this Solicitation and during the performance of any resultant contract are subject to the Code, which is attached herein as ATTACHMENT NO. 5 and located on the MTA website at www.mta.info/mta/procurement/vendor-code.htm. Accordingly, all Proposers must certify compliance with the Code. SECTION VI, PROPOSER’S EXECUTION FORM includes the Certification of Compliance with the MTA Vendor Code of Ethics.

PARAGRAPH 17 PROPOSER’S QUALIFICATIONS A. All prospective proposers should be aware that a Proposer consisting of more than one (1)

business entity must clearly identify itself as a joint venture and provide all information with respect to each such entity as required by the RFP. In order to qualify as a Proposer satisfactory to the Authority, in addition to the other requirements herein provided, a Proposer must be prepared to prove to the satisfaction of the Authority that is has the integrity, facilities and financial resources and stability to successfully and faithfully perform the Contract in accordance with the Contract documents. Among the requisites for qualification that may be required by the Authority, the Proposer must show that its other commitments and contractual obligations will not impair or adversely impact its performance of this Contract.

B. A Proposer in arrears in the payment of any amount due to the Metropolitan Transportation

Authority, Authority or any of its affiliated agencies will be required to pay said amount in full in order to be considered a responsible Proposer, unless and to the extent that the Authority, upon satisfactory explanation made by the Proposer, excuses it from the payment thereof at this time or permits further deferment of payment.

C. The Proposer is required to be adequately financed to pay promptly for all labor and materials

as such obligations become due and to avoid the necessity for assignment of any monies payable. The Proposer must be prepared to submit a sworn statement, in the form furnished by the Authority (see SCHEDULE J, RESPONSIBILITY QUESTIONNAIRE), of the Proposer’s financial condition, and if selected for negotiation, to prepare to be examined thereon.

D. Proposer’s submission must also set forth a document with evidence satisfactory to the

Authority that the Proposer is able to procure any insurance policy(ies) that are required to perform the Work prior to any award resulting from this RFP. Such satisfactory evidence would include Certificates of Insurance. The Proposer shall also be required to secure necessary licenses, permits or certifications, required by any legislative or regulatory body with jurisdiction of the subject matter and may be required to furnish evidence of same.

E. By submitting a Proposal, the Proposer agrees to provide the Authority additional

information, or to clarify or supplement information already furnished, including but not limited to information relating to its past performance, its plan for performing the Contract,



investigations, indictments, convictions, the Proposer’s safety practices and record, and financial conditions. The Proposer agrees to permit the Authority to conduct site visits to Proposer’s facilities as applicable.

PARAGRAPH 18 TECHNICAL QUESTIONS

1. PROPOSER’S INFORMATION

a. What is your company’s name, address, and federal identification number? b. Please provide the name, title, address if different from the company’s address, telephone

number, e-mail, and fax number for Proposer’s contact person for this RFP. 2. PROPOSER’S BACKGROUND/EXPERIENCE Describe Proposer’s experience with providing corporate cards to State and Federal governmental entities.

a. Provide the number of such programs currently active and the current total number of cards issued there under.

b. Provide at least five references from current clients, at least two of which should be a

government entity. Each reference must contain the organization's name and address, with the name, title, and phone number of a contact person. Please indicate how the contact person is related to the organization's corporate card program.

c. Provide any other background information or data you feel would be helpful in presenting

a complete picture of Proposer's capabilities. Describe any new concepts, innovative ideas, and/or partnership arrangements that are proposed. Specify any features, by card type being proposed.

3. PROPOSER’S BACKGROUND PROGRAM BENEFITS Provide details of all program benefits and additional coverages available to Cardholders under the proposed program. This may include membership rewards programs, additional warranties, loss/damage coverage on car rentals, emergency traveler services, travel accident insurance, flight insurance, baggage insurance, etc. 4. CARD ISSUANCE

a. The designated Project Manager at each participating MTA subsidiary and affiliate will determine the authorized card users. The MTA and each of its participating subsidiaries and affiliates must have the ability to designate more than one Project Manager and cards should not be issued without the prior approval of the appropriate Project Manager. Discuss in detail your card issuance policy and procedures and include the following:



i. Circumstances under which you would agree to a policy of no credit checks prior to card issuance.

ii. Circumstances where spending limits are imposed.

iii. A description of how the contractor shall provide a card format distinctive to

each participating MTA subsidiary and affiliate and what data can be embossed on the card (e.g., cardholder name, company name.)

iv. A description of how much data can be imbedded in the card (e.g., cost center

data)

b. Distribution: Once the initial cards have been issued in accordance with the Scope of Work, the Authority expects the Proposer to distribute new cards resulting from this program within ten (10) Business Days. Please explain what, if any, additional time may be required to supply and mail these cards to the appropriate Project Manager(s).

5. CARD TERMINATION, SUSPENSION, CANCELLATION

a. The Scope of Work requires Proposer to take immediate action when a Project Manager requests a card termination, temporary suspension or cancellation of a cardholder’s account. Please describe your notification requirements including the required information and the preferred method of notification e.g., e-mail, telephone, facsimile. In addition, indicate if Project Managers can temporarily suspend cards without full cancellation.

b. The Scope of Work requires that Project Managers receive written notice 72 hours prior to

suspension or cancellation of any card or cardless account. Please describe your process for this notification.

6. CARD RENEWAL Describe the proposed card renewal process and requirements in detail.



7. CONTROLS

a. Tax Exempt Notification: Describe proposed approach to indicate to vendors that the Authority’s purchases are "Tax Exempt".

b. Restrictions: The Scope of Work contains detailed controls and restrictions that Project

Managers will use to manage the corporate card program including but not limited to single per transaction dollar limits for cardholders, monthly transaction limits and vendor restrictions.

i. Please describe the proposed plan or approach to comply with these

requirements and to help prevent future non-compliant use of cards as determined by the Project Managers. This narrative should include a description of preemptive controls such as transaction limits, SIC/MCC blocking, vendor blocking, etc. and post audit controls such as usage and exception reports. Proposers shall summarize any additional limits or controls available under the proposed program and indicate where the proposed program meets or exceeds those outlined in the Scope of Work.

ii. Please summarize the proposed fraud detection process.

8. CUSTOMER SERVICE

a. Disputed Items, Returned Items, Credits, Charge-Backs: Explain in detail the proposed methods for handling disputed and returned items, credits and charge-backs. Please be sure to specifically describe the following:

i. How disputed charges will be handled including credits to the Authority

pending resolution of the questioned or disputed item.

ii. How returned items would be processed and Proposer’s approach to ensure that store credits are not issued and that refunds and/or credits are reflected on the cardholder’s statement.

iii. How charge-backs for items resolved in favor of the Authority will be

processed.

b. Customer Support: The Scope of Work requires customer support on a 24 hours a day, 7 days a week basis. Describe the resources and coverage time available under the proposed program. In addition describe the proposed approach for assisting Cardholders with reporting lost or stolen cards, account inquiry, and disputed charges and helping Program Administrators with changing card attributes, limitations, restrictions including the mechanism for requesting these changes and the time frames for processing these changes.



c. Program Management and Technical Support: Describe in detail the immediate and long term support structure you propose in connection with this program, with specific reference to:

i. Program implementation, including staffing level assigned for this purpose,

length of time required to launch program, and training and program materials to be provided.

ii. Ongoing support of the card program, including degree and availability of both

management and technical support.

d. Disaster Recovery: Describe in detail the Proposer’s disaster preparation and recovery plans. Please be sure to specifically explain the following:

i. Proposer’s data protection, restoration, and recovery plans.

ii. Proposer’s approach to maintaining the integrity and functionality of its

technology systems.

iii. Proposer’s strategy for ensuring that the Authority’s corporate card program remains functional in the event that Proposer experiences a disaster or emergency.

9. TRAINING Describe any special training features of the proposed program and how the proposed program complies with the training requirements outlined in the Scope of Work. 10. TECHNOLOGY & DATA REPORTING The Authority prefers systems that minimize month-end manual identification of accounting data by department. Indicate the proposed program’s automated accounting capabilities and its abilities to interface with PeopleSoft 9.0. Please describe the reporting capabilities of the proposed card program. This narrative should address:

a. The type, frequency, and format (paper or electronic) of the standard reports available

under the proposed program, the fees if any, associated with these reports, and samples of these reports including cardholder statements, billing statements, management reports, and other reports to be provided to Cardholders, and Project Managers under the program.

b. Any custom reports that are available and the fees that are associated with these reports.

c. Any reporting formats available under the proposed program and the program’s electronic

reporting capabilities, e.g., EDI, FTP, Internet, website, etc. Please indicate where



appropriate if reports are available in multiple formats and any differences in the level of detail that is available in each format, as well as the availability of the report. In addition, please summarize the options available under the proposed program for mailing paper reports to individuals or to a central location and a timeframe for the mailings.

d. Describe what levels of data, e.g.,: level 1, level 2 level 3, and line item detail is captured

at the point of sale, and what data is housed in your system, what data is sent to your clients, and the fees, if any, associated with providing this data?

e. If applicable, describe the difference in your Purchasing Card data and your Travel Card

data and the level of detail provided for each type of data. f. The nature and extent of business travel and expense management consulting services

offered and its cost, if any, for such services. g. Describe how 1099 information is passed to the Project Managers. Is it part of the

transaction data feed or a separate feed? Discuss the timeliness of delivery of this data to the Project Managers.

h. Provide any other information on reports that are available under the proposed program

for various levels of the participating MTA subsidiaries and affiliates that will give the Selection Committee a clear picture of the reporting options and features available under the proposed program.

11. AUTOMATED BILLING AND ACCOUNTING Please provide the total number of your vendors currently capable of capturing point of sale data, the level of the data captured, and the Proposer’s plan to increase the number of vendors that will have the ability to capture point of sale data during the term of the contract.



12. FINANCIAL

a. Rebates: The Authority prefers that each agency’s quarterly rebate be based on the combined projected annual spend for all agencies and the payment terms (the average number of days between the billing date and the ACH payment posting date) for each individual agency. In addition, that the Authority's projected combined annual spend should be established using the total spend for all of the agencies for the prior quarter(s) and the Bank shall be responsible for calculating and distributing the rebate payout to each agency. The Authority anticipates that the quarterly rebate shall be calculated using the following equation [(Transaction Volume for Authority's Standard Transactions1 x Rebate Rate) + (Transaction Volume for Authority's Large Ticket Transactions2 x Rebate Rate)] - Fees3

i. Please describe how the proposed incentives would be distributed to the Authority

(payment method, frequency, etc.) and how the proposed incentives shall be calculated. Please provide a sample statement. The statement should explain in detail how the incentives were calculated.

b. Billing: Please describe your proposed billing policies and procedures. What cycles are

available (i.e. biweekly, monthly, bimonthly)? What kinds of statements are provided (i.e. paper, electronic, both)? Please provide a sample statement.

c. Service Charges and Fees: Please list and explain the fees associated with your proposed

card program such as card fees, delinquency fees, foreign exchange conversion fees and the cost of technical assistance. Please specify the amounts of these fees in the Price Proposal Form.

13. SUPPLIERS-PROGRAM ENROLLMENT AND ENHANCEMENT The contract requires that Proposers maintain a program to recruit new suppliers for inclusion into the proposed card program. Please describe this program and address the following issues:

a. Are you an acquirer? b. Describe your payment terms with such enrolled suppliers and the costs for inclusion of

suppliers in your card program.

c. Describe the equipment required by suppliers to accept your card and the fees associated with this equipment.

d. How many suppliers accept your card?

e. How many of these suppliers provide extra data? Describe what data is captured as well as

the level of the data. 1 Transactions that do not meet the criteria for the large ticket interchange program. 2 Large Ticket Transactions - Transactions that are subject to the large ticket interchange program. 3 Includes foreign exchange fees and losses such as monies owed to the Bank..



f. What percentage of data from the suppliers would reach the MTA Agency Project

Manager or cardholder?

g. Describe your enrollment goals and the action plan for recruiting new suppliers. PARAGRAPH 19 ORAL PRESENTATIONS AND DEMONSTRATIONS The Authority may require selected Proposers to give oral presentations regarding their proposals after the RFP Closing Date. At such oral presentation, Proposers may be required by the Authority to demonstrate or exhibit aspects relating to their proposal, including but not limited to its corporate card program management software, as requested by the Authority. PARAGRAPH 20 PROPOSAL EVALUATION A. The proposal will be evaluated by a Selection Committee composed of Authority and/or MTA

personnel experienced in the disciplines necessary to make a value judgment and decision regarding the Written Technical Proposal and oral presentation, if necessary.

B. The Selection Committee members will base their evaluation on selection criteria, which are

listed in relative order of importance below. C. Each Selection Committee member will evaluate each Proposer on the above-mentioned

selection criteria. The Selection Committee will then determine those firms to be invited to participate in negotiations.

D. In making the determination as to which proposal offers the best value to the Authority, the

Authority will review all factors that contribute to the total cost of the proposal. Accordingly, the Authority may not necessarily make an award to the lowest priced proposal in the event that the Authority determines that the lowest priced proposal does not offer the best value to the Authority. In addition, the Authority may not necessarily make the award to the Proposer with the highest technical ranking. Even if price is not the most important evaluation criterion for this solicitation, price may be the controlling factor to the extent that competing proposals are otherwise determined to be substantially equal.

E. In order to qualify as a responsible Proposer and be eligible for award, in addition to other

requirements herein provided, a Proposer must be prepared to prove to the satisfaction of the Authority that it has the integrity, skill, and experience to faithfully perform the Contract and that it has the necessary resources to perform the Work in a satisfactory manner and within the times specified. All Proposers shall complete and submit a Responsibility Questionnaire (Schedule J) with their Proposal in accordance with the instructions contained therein.

F. No Proposer shall have any rights against the Authority arising at any stage of the solicitation

from any negotiations that takes place, or from the fact that the Authority does not select a Proposer for negotiations.



G. Evaluation Criteria:

1. Overall Technical Qualifications to Include Such Matters as:

a. Relevant Experience and Qualifications

• Experience in Relevant Areas

1. Proposer’s demonstrated experience in providing corporate card programs of a similar size and scope to those required by this RFP. The Proposer shall detail the technical solutions and administrative processes used in previous programs.

2. Volume and comprehensiveness of the list of merchants, especially suppliers of industrial and electrical parts and equipment who accept the Proposer’s Card.

3. Proposer’s ability and experience in providing training and customer support for a corporate card program of a similar size and scope to the program described in this RFP.

• Experience of Project Team: Qualifications and experience of personnel of Proposer assigned to work on this specific Contract.

• Past Performance on Similar Projects: The Proposer must provide a list of any previously contracted public sector (Federal, State, and Local) projects of a similar magnitude and nature.

b. Approach to the Work

• The Proposer shall show its understanding of the requirements of the Contract. The proposal shall show independent thinking on the part of the Proposer, and establish that the Proposer fully reviewed the project requirements. The proposal shall also describe in detail, the availability of multi-disciplined staff, Proposer’s ability to mobilize quickly and include solutions and/or recommendations that are relevant to the project.

• Quality and availability of Proposer’s information management and report systems such as hierarchical data access (consolidated data for all MTA subsidiaries and affiliates and at each individual agency’s level), report generation capabilities, data analysis tools as well as Proposer’s global reporting ability e.g., report automation, summary reporting, and detail level reporting.

c. Other Technical Matters



• Proposer’s program control features such as the ability to limit card acceptance by spend type and merchant type.

• Benefits and features of Proposer’s programs, including the quality of alternatives and enhancements that exceed specified requirements.

2. Overall Project Cost and Value to the Authority:

a. Rebates: Proposed financial rebates (see Price Proposal Form) based on yearly dollar volume and speed of payment and the formula by which the Proposer shall calculate the Authority’s rebate.

b. Fees: Proposed fees, if any; including all incentives to the Authority, the transaction fees charged to suppliers and any software configuration fees.

3. Other Relevant Matters:

a. Compliance with and acceptance of the terms and conditions or willingness to negotiate same in a timeframe consistent with the Authority’s needs.

b. Quality of written Proposal and overall responsiveness to the RFP.

c. Quality of oral presentation, if any.

[END OF SECTION]

NEW YORK CITY TRANSIT AUTHORITY SPECIFIC CONTRACT PROVISIONS Division of Materiel Contract No. RFQ 40352

Doc. # 536972 Specific Contract Provisions Page 2 of 15

1/11.1

retrieved and destroyed such Cards, or (ii) that the Authority used reasonable efforts to retrieve such Cards but was unable to do so.

10. “Cardholder” shall mean an Employee who has been issued a Card in accordance with this

contract. 11. “Cardholder Agreement” shall mean an agreement between the Bank and the Authority

governing the use of a Card in effect from time to time. 12. “City” shall mean the City of New York, according to its boundaries at the date of this

Contract. 13. “Contract”, “Contract Documents” or “Agreement” shall mean the ATTACHMENTS,

APPENDIX, BID, CONTRACT TESTIMONIUM, GENERAL CONTRACT PROVISIONS, INFORMATION FOR BIDDERS (IFB), SPECIFIC CONTRACT PROVISIONS, SCHEDULES deemed included (if any), TECHNICAL SPECIFICATIONS (if any), FORMS OF BONDS (if any), CONTRACT DRAWINGS (if any), all ADDENDA hereafter issued (if any), and the Notice of Award.

14. “Contractor” or “Bank” shall mean the proposer to whom this Contract is awarded, its

successors and assignees. For convenience the Bank is hereinafter referred to as if the Bank were an individual. The word “he” shall, as the sense may require include “she”, “it” and “they”; the word “him” shall include “her”, “it” and “them”; and the word “his” shall include “her”, “its” and “their”.

15. "Day" or "day" shall mean one calendar day including Saturday, Sunday and Authority

observed holidays unless otherwise specified. 16. “Directed”, “required”, “permitted”, “ordered”, “designated”, “selected”, “prescribed”, or

words of like import used in the specifications or upon the drawings (if any) shall mean, respectively, the direction, requirement, permission, order, designation, selection or prescription of the Project Manager; and similarly the words “approved”, “approved manner”, “approval”, “acceptable”, “satisfactory”, “equal”, “necessary”, or words of like import shall mean, respectively, approved by, or acceptable or satisfactory to, or equal, or necessary in the opinion of the Project Manager.

17. “Disputes Resolution Officer” or “DRO” shall mean the individual designated by the

Authority to resolve disputes between parties. 18. “DOT” shall mean the United States Department of Transportation. 19. “Employee” shall mean an individual employed by the Authority or any director, officer,

partner or member of, or other individual whom the Authority may designate. 20. “Federal” or words of like import shall mean the United States of America.



1/11.1

B. Unless otherwise stipulated in writing by the parties, the Authority shall make payment subject to the following conditions, which are, unless waived in whole or in part by the Authority in writing, conditions precedent to payment:

1. The Bank is not, in the Project Manager’s and/or Procurement Specialist’s opinion, in

breach of any terms or provision of this Contract;

2. The Project Manager has accepted the Work.

C. The Authority may withhold sums equal to any claims of the Authority against the Bank, for indemnification or otherwise, pending settlement or other disposition of such claim. The Authority may withhold from any payment otherwise due the Bank so much may be necessary to protect the Authority and if it elects may also withhold any amounts due from the Bank to any Subbanks or Suppliers for work performed or material furnished by them. The foregoing provisions shall be construed solely for the benefit of the Authority and will not require the Authority to determine or adjust any claims or disputes between the Bank and his Subcontractors or Suppliers, or to withhold any monies for their protection unless the Authority elects to do so. The failure or refusal of the Authority to withhold any monies from the Bank shall in no way impair the obligations of any surety or sureties under any bonds furnished under this contract. The Authority may withhold payment to the Bank, if the Bank fails to remedy unsuitable conditions. The Bank shall be given written notice of any unsuitable conditions.

D. Disputed Amounts

1. The Authority shall not accept liability for transactions that neither comply with any control restrictions nor are within the transaction limits that are in effect for that card. In addition, the Authority shall not accept liability for unauthorized use of the Card(s), account numbers which are fraudulently used, and lost or stolen cards.

2. The Authority and its Cardholders shall use their best efforts to resolve all business-

to-business purchase disputes directly with the merchants in question; such disputes shall include, but are not limited to, disputes arising out of quality issues, purchase price discrepancies, warranty issues, and other performance issues. The Authority may dispute those amounts reflected on the invoice it believes to be incorrect because (a) the amount shown on the invoice does not reflect the actual face value of the transaction; (b) the transaction shown on the invoice did not result from the use of the Cards, the Cardless Accounts, or the account numbers; or (c) the invoice reflects fees not properly accrued under this Agreement. The Authority shall notify the Bank in writing of its intent to dispute an amount within seventy-five (75) Days from the transaction date.

3. The Bank shall promptly investigate the disputed amount and within ninety (90) Days

determine whether the amount is the responsibility of the Authority. If the investigation is resolved by the Bank in favor of the merchant, the Authority shall



1/11.1

remit the prior disputed amount to the Bank on the Authority’s receipt of its next billing statement. No fees (including interest, finance charges, or late fees) shall accrue because of the disputed amount pending resolution of the dispute.

4. In the event that Transactions are posted to accounts involving fraud, unauthorized

use, or any other circumstance under which the merchant may be held liable under applicable Corporate Card rules, the Authority shall so notify the Bank in writing or via e-mail. The Bank shall attempt to charge the transaction back to the merchant in accordance with Corporate Card procedures. However, if the Transactions resulted from the use of a Card on which no Cardholder’s name is embossed, no fraud related chargebacks will be granted for such Transaction. Any accepted chargeback will be credited to the Authority’s or Cardholder’s next billing statement. The Authority or Cardholder shall not be relieved of liability for the Transaction if the chargeback is rejected in accordance with the Visa/MasterCard/American Express/Discover liabiliy waiver program. The Authority shall not accept liability for unauthorized use of Card or account numbers that are fraudulently used and lost or stolen cards.

5. The Authority shall promptly make a request, that a Card or Cardless Account be

canceled, or that the authorization of any Cardholder to use a particular Card or Cardless Account be terminated, as the case may be, if:

a. The Authority or a Cardholder knows of or suspects the loss, theft or possible

unauthorized use of a Card or Cardless Account. In such event, the Authority shall not be liable for any Transactions occurring on the Card or Account after the effective time of such request. In addition, the Authority shall not be liable for any Transactions, resulting from Card theft or other fraudulent use by non-Cardholders, occurring on the Card or Cardless Account prior to the effective time of such request if the suspected loss, theft or unauthorized use was promptly reported to Bank in accordance with paragraph D.6 below, unless such theft or fraudulent use occurs as a result of the Authority 's lack of reasonable security precautions and controls surrounding the Cards or Cardless Accounts or such use results in a benefit, directly or indirectly, to the Authority or any Cardholder.

b. The Authority wishes to cancel a Card or Cardless Account or terminate the authority of any Cardholder to use a particular Card or Cardless Account. In such event, the Authority shall not be liable for any Transactions occurring on the Card or Cardless Account (or Transactions made by such Cardholder, as the case may be) after the effective time of such request.

c. The Cardholder’s employment or other relationship with the Authority is

terminated. In such case, the Authority agrees to provide such documentation or information including the home address and home phone number of the Cardholder along with such actions as Bank may request in connection with a corporate liability waiver claim with any insurer relating to such terminated

3/13.1



Schedule A

INSURANCE REQUIREMENTS

CONTRACT No. RFQ 40352

NEW YORK CITY TRANSIT AUTHORITY INSURANCE REQUIREMENTS Division of Materiel

3/13.1 Addendum #2 Schedule A Page 1

Contract No: RFQ 40352 Description: ALL AGENCY CORPORATE CARD CONTRACT.

A. The Contractor/Consultant shall provide insurance in the following types as indicated by

the checked box(es) and in amounts of at least those set forth below: [INSURANCE MINIMUM AMOUNTS

Workers’ Compensation Statutory Limits

Employer’s Liability $ 1,000,000

Commercial General Liability (amount is each occurrence) $ 1,000,000

B. INSURANCE REQUIREMENTS

As used in this Schedule A, the term “Contractor” includes Contractors and Consultants. Except that as otherwise provided in this Schedule A and/or the Specifications/Scope of Work, the Contractor shall procure, at its sole cost and expense, and shall maintain in force at all times during the term of this Contract, through the completion of Contract, including the Warranty Period, if applicable, policies of insurance as herein set forth, written by companies with an A.M. Best Company rating of A-/“VII” or better, and approved by the New York City Transit Authority (the “Authority”)/MTA and shall deliver evidence of such policies. These policies shall: (i) be written in accordance with the requirements of the paragraphs below, as applicable; (ii) state or be endorsed to provide (a) that the coverage afforded under the Contractor’s policies shall apply on a primary basis and not on an excess or contributing basis with any policies that may be available to the Authority/MTA, and (b) that the Contractor’s policies, primary and excess, shall be exhausted before implicating any Authority/MTA policy available; (iii) Contractor’s policies shall state or be endorsed to provide that, if a subcontractor’s policy contains any provision that may adversely affect whether Contractor’s policies are primary and must be exhausted before implicating any Authority/MTA policy available, Contractor’s and subcontractor’s policies shall nevertheless be primary and must be exhausted before implicating any Authority/MTA policy available and (iv) should any of the policies listed herein be canceled, materially changed or not renewed, notice shall be delivered in accordance with the insurance policy provisions to the Authority/MTA c/o MTA Risk and Insurance Management Department, Standards, Enforcement & Claims Unit 2 Broadway, 21st floor, New York, NY 10004. Policies written on a claims made basis are not acceptable, except for Professional Liability. At least two (2) weeks prior to the expiration of the policies, Contractor shall endeavor to provide evidence of renewal or replacement policies of insurance, with terms and limits no less favorable than the expiring policies. Except as otherwise indicated in the detailed coverage paragraphs below, self insured retentions and policy deductibles shall not exceed $100,000, unless such increased deductible or retention is approved in writing by Authority/MTA. The Contractor shall be responsible for all claims expense and loss payments within the deductible or



self-insured retention. The insurance monetary limits required herein may be met through the combined use of the insured’s primary and umbrella/excess policies.

1. Commercial General Liability Insurance (I.S.O. 2001 Form or equivalent approved by

the Authority) in the Contractor’s name with limits of liability specifically written for this Contract of not less than the amount set forth in PARAGRAPH A, above, for each occurrence. The Products/Completed Operations Aggregate Limit on a combined single limit basis for injuries to persons (including death) and damage to property must also be at least equal to the amount set forth in PARAGRAPH A, above as the per occurrence limit for Commercial General Liability. The limits may be provided in the form of a primary policy or combination of primary and umbrella/excess policy. When the minimum contract amounts can only be met when applying the umbrella/excess policy, the umbrella/excess policy must follow form of the underlying policy and be extended to “drop down” to become primary in the event the primary limits are reduced or aggregate limits are exhausted. Such insurance shall be primary and non-contributory to any other valid and collectible insurance and must be exhausted before implicating an available Authority/MTA policy.

Such policy should be written on an occurrence form, and shall include:

a. Contractual coverage for liability assumed by the Contractor under this Contract. b. Personal and Advertising Injury Coverage. c. Products and Completed Operations extending at least one year after project

completion. d. Independent Contractors Coverage.

e. “XCU” coverage (Explosion, Collapse, and Underground Hazards) where

necessary. f. Contractual Liability Exclusion, applicable to construction or demolition

operations to be performed within 50 feet of railroad tracks, must be removed, where necessary.

g. Additional Insured Endorsement (I.S.O. Form CG 20 10 1185 Form B version or

equivalent approved by the Authority) naming the following entities and their subsidiaries and affiliates:

i. New York City Transit Authority (“NYCT”), the Manhattan and Bronx

Surface Transit Operating Authority (“MaBSTOA”), the Staten Island Rapid Transit Operating Authority (“SIRTOA”), the including its subsidiaries and affiliates, MTA Capital Construction (“MTACC”), and the City of New York (“City” as Owner), MTA Bus Company (MTA Bus), including its subsidiaries and affiliates, The State of New York, the



City of New York, PBS Capital LLC, MIU Realty, LLC, JLK Capital, LLC, Green Bus Holding Corp., Jamaica Bus Holding Corp., Triboro Coach Holding Corp. and New York Bus Services, Triborough Bridge & Tunnel Authority (B&T), Metropolitan Transportation Authority (MTA) and its subsidiaries and affiliates and the State of New York, Metro-North Railroad (MNRR), Long Island Rail Road (LIRR), Metropolitan Transportation Authority (MTA) and its subsidiaries and affiliates and New York & Atlantic Railway Company (when applicable), United States Trust Company of New York as Trustee under the 2 Broadway Ground Lease Trust, Two Broadway LLC, ZAR Realty, Cassidy Turley New York, Inc., Cassidy Turley PMG, Inc. and the respective affiliates and subsidiaries existing currently or in the future of and successors to each Indemnified Parties listed herein.

ii. In the event the work under the Contract includes construction at, or the

use of the loading dock, at 2 Broadway, New York, New York, Additional Insureds shall also include:

(1) Triborough Bridge & Tunnel Authority (“B&T”), Metro North

Commuter Railroad Company (“MNR”), Long Island Railroad (“LIRR”), MTA Bus Company (“MTABus”), United States Trust Company of New York as Trustee under the 2 Broadway Ground Lease Trust, Two Broadway LLC, ZAR Realty, Cassidy Turley New York, Inc. Cassidy Turley PMG, Inc. and the respective affiliates and subsidiaries existing currently or in the future of and successors to each Indemnified Party listed herein.

2. Workers’ Compensation Insurance complying with the statutory requirements of the

State of New York, covering all employees of the Contractor. Employer’s Liability Insurance coverage with limits of not less than $1,000,000, each accident or illness shall be included. When applicable, the policy shall be endorsed to include the Longshore and Harbor Workers’ Compensation Act and/or Maritime Coverage Endorsement (Jones Act Endorsement).

a. Longshore & Harbor Workers' Compensation Act Endorsement - When

work will be performed on or over navigable waterways, a Longshore and Harbor Workers Endorsement shall be provided to cover the employees for wages, transportation, maintenance and cure, in accordance with applicable laws.

b. Maritime Coverage Endorsement (Jones Act) - When operations are to be

performed upon navigable waterways and barges, Tug Boats, and all other vessels on the ocean and all intra-coastal rivers and canals, as well as drivers, divers, and underwater personnel are utilized, a Maritime Coverage Endorsement shall be provided to cover the seamen, masters and members of a crew in accordance with applicable laws, providing remedy for damage or injury in the course of employment.



3. Business Automobile Liability Insurance Policy (I.S.O. Form CA 00 01 10 01 or

equivalent approved by the Authority) if vehicle enters the Authority’s property or is used as part of service provided, in the Contractor’s name with limits of liability not less than the amount set forth in Paragraph A, above, 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. (Additional pollution liability insurances may be required, which are identified in below paragraphs.) a. If the project involves transporting and/or disposing of any hazardous material or

waste off of the jobsite, the Contractor or any subcontractor performing such work must add the MCS-90 endorsement to the automobile policy. The CA-9948 03/06 endorsement or equivalent is also required if transporting to a site outside of NYS or the contractor is domiciled in a state other than New York State.

b. If the MCS-90 or CA-9948 endorsements are required, the policy limits of liability

must be increased to at least $5,000,000 each occurrence pursuant to federal, state or local laws, rules and regulations, and copies of the MCS-90 and CA-9948 endorsements shall be provided for review as part of the insurance submission.

4. Any additional insurance policies not stated herein that are necessary to obtain required

permits or otherwise comply with applicable law, ordinances or regulations regarding the performance of the Work.

C. The Contractor shall furnish evidence of all insurance policies before any work is started to the

Authority:

c/o MTA Risk & Insurance Management Standards Enforcement & Claims Unit.

2 Broadway – 21st Floor New York, NY 10004

Certificates of Insurance may be supplied as evidence of the above policies, except for the Builder’s Risk and Railroad Protective Liability policies. However, the Authority reserves the right to request copies of such policies herein described above. 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 Certificate of Insurance Form or MTA Certificate of Insurance Form for Joint Agency Agreements, as applicable (unless approval has been received from NYCT to submit an ACORD form for an operating contract with a value under $250,000); (2) be signed by an authorized representative of the insurance carrier or producer and notarized; (3) disclose any deductible, sublimit, self-insured retention, aggregate limit or any exclusions to the policy that materially change the coverage; (4) indicate the Additional Insureds, Additional Named Insureds and/or Named



Insureds as required herein; Contractor/Consultant must provide a physical copy of the Additional Insured Endorsement (ISO Form CG 20 10 1185 Form B version or equivalent) – endorsements must include policy number(s); (5) reference the Contract by number on the face of the certificate; and (6) expressly reference the inclusion of all required endorsements.

Evidence of Railroad Protective Liability and/or Builder's Risk Insurance (including the installation floater), when applicable, requires submission of the policy. A binder will be accepted, pending issuance of the policy.

D. Nothing herein contained shall be deemed to limit the Contractor’s liability to the limits of

liability, or coverage of Policies listed in Paragraph A/Paragraph B above, their renewals, or replacement.

E. The Contractor shall immediately file with the Authority’s Tort Division (with a copy to the

Project Manager), 130 Livingston Street, 11th Floor, Brooklyn, New York 11201, a notice of any occurrence likely to result in a claim against the Authority, and shall also file with the Torts Division detailed sworn proof of interest and loss with the claim. This paragraph shall survive the expiration or earlier termination of the Contract.

F. If, at any time during the period of this Contract, insurance as required is not in effect, or proof thereof is not provided to the Authority, the Authority shall have the option to: (i) direct the Contractor to suspend work with no additional cost or extension of time on account thereof; or (ii) treat such failure as an Event of Default.

[The NYCT Certificate of Insurance begins on the next page.]

Capital Contract Operating Contract Outside Contract

New York City Transit CERTIFICATE OF INSURANCE

AGREEMENT or CONTRACT #: AGREEMENT or CONTRACT NAME/DESCRIPTION:

INSURANCE PRODUCER: ADDRESS: PHONE #:

CERTIFICATE ISSUANCE DATE:

DATE RECEIVED:

REFERENCE #:

CO LTR COMPANIES AFFORDING COVERAGE

A NAIC #

B NAIC #

INSURED: ADDRESS: PHONE #:

C NAIC #

D NAIC #

E NAIC #

F NAIC #

CERTIFICATE HOLDER: ADDRESS: Phone #:

New York City Transit/MTA Attention: Risk & Insurance Management 2 Broadway 21st Floor New York, NY 10004 Capital Contracts Only: (646) 252-1426 Operating Contracts Only: (646) 252-1435

G NAIC #

COVERAGES (See Notes 1 and 2)

CO LTR TYPE OF INSURANCE POLICY

NUMBER EFFECTIVE

DATE EXPIRATION

DATE LIMITS

BI & PD COMBINED OCCURRENCE $

GENERAL AGGREGATE $

PRODUCTS/COMPLETED OPERATIONS AGGREGATE $

GENERAL LIABILITY Commercial General Liability Form Underground Expl.& Collapse Hazard Products/Completed Operations Contractual Liability Independent Contractors Fifty Foot Exclusion Removed Personal & Advertising Injury SIR/Deductible $

OTHER $ BODILY INJURY (Per Occurrence) $

PROPERTY DAMAGE (Per Occurrence $

AUTOMOBILE LIABILITY Any Auto Owned Autos Hired Autos Non-Owned Autos

BODILY INJURY/PROPERTY DAMAGE COMBINED SINGLE LIMIT (Each Accident

$

AUTO ONLY EACH ACCIDENT $

EA ACC $ GARAGE LIABILITY

Any Auto OTHER THAN AUTO ONLY AGG $

EACH OCCURRENCE $

EXCESS LIABILITY Umbrella Form Other Than Umbrella Form SIR/Deductible $

AGGREGATE $

STATUTORY LIMITS

WORKER’S COMPENSATION AND EMPLOYER’S LIABILITY

USLH Jones Act “All States” Coverage

EMPLOYER’S LIABILITY $

PROFESSIONAL LIABILITY

Includes Pollution Liability Deductible $

$

OTHER: $

OTHER: $

OTHER: $

EVIDENCE OF RAILROAD PROTECTIVE LIABILITY AND/OR BUILDER'S RISK INSURANCE, WHEN APPLICABLE, REQUIRES SUBMISSION OF THE ORIGINAL POLICY.

THE ORIGINAL BINDER(S) WILL BE ACCEPTED, PENDING ISSUANCE OF THE ORIGINAL POLICY(S). 3/2013.1

CERTIFICATE OF INSURANCE NYCT (Continued) Page 2

LIABILITY COVERAGES: ADDITIONAL INSUREDS (See Note 3) Check all that apply Coverage: General Liability, Garage Liability, Excess/Umbrella Liability Contractor’s Pollution Liability, Pollution Legal Liability, etc. For all NYCT Agreements New York City Transit Authority (“NYCT”), Manhattan and Bronx Surface Transit Operating Authority (“MaBSTOA”), Staten Island Rapid Transit Operating Authority (“SIRTOA”), MTA Capital Construction Co. (“MTACC”), MTA Bus Company (“MTABus”), Metropolitan Transportation Authority (“MTA”) and its subsidiaries and affiliates, and the City of New York (as owner) and the respective affiliates and subsidiaries existing currently or in the future of and successors to each Indemnified Party listed herein.

.

2 BROADWAY AGREEMENTS (When work is performed at 2 Broadway), Please Also Include:

Triborough Bridge & Tunnel Authority (“B&T”), Metro North Commuter Railroad Company (“MNR”), Long Island Railroad (“LIRR”), the State of New York, MTA Bus Company (“MTABus”), United States Trust Company of New York as Trustee under the 2 Broadway Ground Lease Trust, Two Broadway LLC, ZAR Realty, Cassidy Turley New York, Inc. and Cassidy Turley PMG, Inc. and the respective affiliates and subsidiaries existing currently or in the future of and successors to each Indemnified Party listed herein.

Other:

PROPERTY COVERAGES: (See Note 3) Check all that apply

ADDITIONAL NAMED INSUREDS/LOSS PAYEE Property, Builder’s Risk, etc.

LOSS PAYEE Coverage: Crime Insurance, Valuable Papers For all NYCT Agreements

New York City Transit Authority (“NYCT”), Manhattan and Bronx Surface Transit Operating Authority (“MaBSTOA”), Staten Island Rapid Transit Operating Authority (“SIRTOA”), MTA Capital Construction Co. (“MTACC”), MTA Bus Company (“MTABus”), Metropolitan Transportation Authority (“MTA”) and its subsidiaries and affiliates, and the City of New York (as owner) and the respective affiliates and subsidiaries existing currently or in the future of and successors to each Indemnified Party listed herein.

.

2 BROADWAY AGREEMENTS (When work is performed at 2 Broadway), Please Also Include:

Triborough Bridge & Tunnel Authority (“B&T”), Metro North Commuter

Railroad Company (“MNR”), Long Island Railroad (“LIRR”), the State of New York, MTA Bus Company “(MTABus”), United States Trust Company of New York as Trustee under the 2 Broadway Ground Lease Trust, Two Broadway LLC, ZAR Realty, Cassidy Turley New York, Inc., Cassidy Turley PMG, Inc. and the respective affiliates and subsidiaries existing currently or in the future of and successors to each Indemnified Party listed herein.

Other: 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 Agreement/Contract herein designated, has been procured by and furnished on behalf of the Insured and is in full force and effect for the period listed on the front of 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 New York City Transit Authority (NYCT); and that coverage is afforded for the Insured’s obligations under that provision of the contract providing for indemnification of the Indemnified Parties, including the New York City Transit Authority (NYCT), named therein. When applicable, the subscribing insurance company(s) certifies that: any exclusion applying to construction or demolition operations on or within fifty (50) feet of railroad property (stations, yards, tracks, etc.); has been removed.

NOTE 2: Should any of the insurance policies referred to herein be canceled, changed or not renewed, notice should be delivered in accordance with the policy provision to:

New York City Transit Authority c/o MTA Risk and Insurance Management Department, 2 Broadway, 21st Floor, New York, NY 10004. NOTE 3: All references to Additional Insureds and Additional Named Insureds include those entities’ directors, officers, employees, partners, agents, subsidiaries and

affiliates. NOTE 4: This certificate is issued to the Certificate Holder in consideration of the Agreement/Contract 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/Contract with the Named Insured.

AUTHORIZED INSURER/PRODUCER _______________________________________________

BY _______________________________________________ (signature of authorized Insurer/Producer)

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

and 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)

CERTIFICATES OF INSURANCE MUST BE COMPLETED BY AUTHORIZED INSURANCE REPRESENTATIVES ONLY. 3/2013.1

Guidelines for Submission of Evidence of Insurance NEW YORK CITY TRANSIT (NYCT) AGREEMENTS

These are basic acceptance guidelines-read your agreement for specific insurance requirements. Policies must be written by Carriers rated A-/VII or better to be acceptable to MTA & MTA’s Operating Agencies

1. General Requirements:

• Use New York City Transit (NYCT) Certificate if contract applies to only NYCT; • Use Joint Agency Certificate if contract applies to more than one MTA Agency; • ACORD Certificate may be used for operating-funded contracts under $250,000 unless otherwise noted in agreement. On the Certificate, you are required to: • Reference the Agreement or Contract #; • Disclose any deductible, self-insured retention, sub-limit or aggregate limit; • Provide insured’s telephone number, contact person and e-mail address; • Must be signed by an Authorized Representative of the Insurance Carrier or Producer and notarized. • Insurance expiration dates may not be within 30 days of submission unless written assurance from the authorized broker that

the policy (s) will be renewed with the same terms and conditions is submitted with the certificate. • Select / Check (�) the appropriate boxes for Additional Insured / Additional Named Insureds and/or Loss Payees.

2. Minimum Coverages (Refer to Agreement for Specific Insurance Requirements):

a. Workers’ Compensation • The New York State Insurance Fund form is acceptable. • If a company is located out of state, an "All States" endorsement is required • Sole Proprietors may provide documentation from their accountant or attorney confirming their exempt status.

b. General Liability (Refers To Primary and Umbrella/Excess Liability Policies) • Minimum limits of Commercial General Liability may be satisfied by a combination of primary and umbrella / excess

policies and must follow form of the underlying policy and be extended to “drop down” to become primary in the event the primary policy is exhausted.

• A physical copy of the Additional Insured Endorsement (I.S.O. Form CG 20 10 1185 Form B version or equivalent) reflecting the policy number(s) and covering the required Indemnitees in the contract must accompany the certificate of insurance.

c. Railroad Protective Liability (RRPL) / Builder’s Risk (including installation floater) • A Certificate of Insurance is not acceptable proof of these coverages: an insurance binder must be provided pending

issuance of actual policy. • RRPL binder and or BR must list all required “Named” and/or “Additional Named” Insureds, as applicable. • Actual policies must be submitted within 30 days from issuance of binder.

d. Environmental Coverages - Contractor or its sub-contractor may provide: • Contractor’s Pollution Liability coverage must be endorsed to include the Additional Insureds per terms of contract and

a copy of the physical endorsement must accompany the certificate of insurance. • Pollution Legal Liability coverage must be endorsed to include the Additional Insureds as required in the contract.

Evidence of coverage can be satisfied by the following: o Stand-alone Pollution Legal Liability policy listing the Non-Owned Disposal Site o A Non-0wned Disposal Site Endorsement to the Contractors Pollution Liability policy. o A certificate of insurance from the disposal facility adding the applicable Agency (s) as Additional Insured.

• The Hauler must provide evidence of its Business Auto Liability policy with copies of the MCS90 & CA9948 endorsement.

e. Joint Venture • If the Contractor/Consultant is a Joint Venture, the joint venture shall provide evidence of liability insurance in the

name of the Joint Venture.

o If insurance is not purchased in the name of the Joint Venture, the member with the majority ownership interest in the joint venture must endorse its general liability policy to name the Joint Venture as an “ADDITIONAL NAMED” insured.

3. Provide Signed Certificate or a Certified Copy(s) of the actual Policy(s) to:

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

INS-PROCEDURE-GUIDELINES – MTARIM -3/2013.1

Capital Contract Operating Contract All Other Agreements

Metropolitan Transportation Authority CERTIFICATE OF INSURANCE (For Joint Agency Agreements)

AGREEMENT or CONTRACT #: AGREEMENT or CONTRACT NAME/DESCRIPTION:

Producer: ADDRESS: PHONE #:

CERTIFICATE ISSUANCE DATE:

DATE RECEIVED:

REFERENCE #:

CO LTR COMPANIES AFFORDING COVERAGE

A NAIC #

B NAIC #

INSURED: ADDRESS: PHONE #:

C NAIC #

D NAIC #

E NAIC #

F NAIC #

CERTIFICATE HOLDER: ADDRESS: PHONE #:

Metropolitan Transportation Authority Attention: Risk & Insurance Management 2 Broadway 21st Floor New York, NY 10004 (646) 252-1425

G NAIC #

COVERAGES (See Notes 1 and 2) CO LTR

TYPE OF INSURANCE POLICY NUMBER

EFFECTIVE DATE

EXPIRATION DATE LIMITS

BI & PD COMBINED OCCURRENCE $

GENERAL AGGREGATE $

PRODUCTS/COMPLETED OPERATIONS AGGREGATE $

GENERAL LIABILITY Commercial General Liability Form Underground Expl.& Collapse Hazard Products/Completed Operations Contractual Liability Independent Contractors Fifty Foot Exclusion Removed Personal & Advertising Injury SIR/Deductible $

OTHER $ BODILY INJURY (Per Occurrence) $

PROPERTY DAMAGE (Per Occurrence) $

AUTOMOBILE LIABILITY Any Auto Owned Autos Hired Autos Non-Owned Autos

BODILY INJURY/PROPERTY DAMAGE COMBINED SINGLE LIMIT (Each Accident)

$

AUTO ONLY EACH ACCIDENT $

EA ACC $ GARAGE LIABILITY Any Auto OTHER THAN

AUTO ONLY AGG $

EACH OCCURRENCE $

EXCESS LIABILITY Umbrella Form Other Than Umbrella Form SIR/Deductible $

AGGREGATE $

STATUTORY LIMITS

WORKER’S COMPENSATION AND EMPLOYER’S LIABILITY

USLH Jones Act “All States” Coverage

EMPLOYER’S LIABILITY $

PROFESSIONAL LIABILITY

Includes Pollution Liability Deductible $

$

OTHER: $

OTHER: $

OTHER: $

EVIDENCE OF RAILROAD PROTECTIVE LIABILITY AND/OR BUILDER’S RISK INSURANCE, WHEN APPLICABLE, REQUIRES SUBMISSION OF THE ORIGINAL POLICY.

THE ORIGINAL BINDER(S) WILL BE ACCEPTED, PENDING ISSUANCE OF THE ORIGINAL POLICY (S). 3/2013.1

CERTIFICATE OF INSURANCE MTA Joint Agency (Continued) Page 2

LIABILITY COVERAGES:

ADDITIONAL INSUREDS (See Note 3) Check all that apply Coverage: General Liability, Garage Liability, Excess/Umbrella Liability Contractor’s Pollution Liability, Pollution Legal Liability, etc.

Metro-North Commuter Railroad Company, Metropolitan Transportation Authority, including its subsidiaries and affiliates, Connecticut Department of Transportation, the State of Connecticut, Jones Lang LaSalle Americas, Inc., Midtown Trackage Ventures LLC, Midtown TDR Ventures LLC. (If work is other than GCT, see Agreement for additional Indemnitees) and the respective affiliates and subsidiaries existing currently or in the future of and successors to each Indemnified Party listed herein.

New York City Transit Authority (“NYCT”), Manhattan and Bronx Surface Transit Operating Authority (“MaBSTOA”), Staten Island Rapid Transit Operating Authority (“SIRTOA”), MTA Capital Construction Co. (“MTACC”), MTA Bus Company (“MTA Bus”),Metropolitan Transportation Authority (“MTA”) including its subsidiaries and affiliates, and the City of New York (as owner) and the respective affiliates and subsidiaries existing currently or in the future of and successors to each Indemnified Party listed herein.

Triborough Bridge & Tunnel Authority (“B&T”), Metropolitan Transportation Authority (“MTA”) including its subsidiaries and affiliates, and the State of New York and the respective affiliates and subsidiaries existing currently or in the future of and successors to each Indemnified Party listed herein. Other: ______

Long Island Rail Road (“LIRR”), Metropolitan Transportation Authority (“MTA”), including its subsidiaries and affiliates, New York & Atlantic Railway Company, when applicable National Railroad Passenger Corp. (Amtrak), NJ Transit Corporation, NJ Transit Rail Operations, Inc. Consolidated Rail Corporation, CSX Transportation Inc. and Triborough Bridge & Tunnel Authority (B&T). The Port Authority of NY and NJ. and the respective affiliates and subsidiaries existing currently or in the future of and successors to each Indemnified Party listed herein.

MTA Bus Company (MTA Bus), Metropolitan Transportation Authority (“MTA”) including its subsidiaries and affiliates, the State of New York, the City of New York, PBS Capital LLC, MIU Realty, LLC, JLK Capital, LLC, Green Bus Holding Corp., Jamaica Bus Holding Corp. and Triboro Coach Holding Corp and New York Bus.Services and its affiliates and the respective affiliates and subsidiaries existing currently or in the future of and successors to each Indemnified Party listed herein. 2 Broadway Agreements:

Check this Box also for use of 2 B’way loading dock): United States Trust Company of New York as Trustee under the 2 Broadway Ground Lease Trust, Two Broadway LLC, ZAR Realty,. Cassidy Turley New York, Inc. and Cassidy Turley PMG, Inc. and the respective affiliates and subsidiaries existing currently or in the future of and successors to each Indemnified Party listed herein.

Other: ______

PROPERTY COVERAGES: (See Note 3) Check all that apply

ADDITIONAL NAMED INSUREDS/LOSS PAYEE Property, Builder’s Risk, etc.

LOSS PAYEE Coverage: Crime Insurance, Valuable Papers

Metro-North Commuter Railroad Company, Metropolitan Transportation Authority, including its subsidiaries and affiliates, Connecticut Department of Transportation, the State of Connecticut, Midtown Trackage Ventures LLC, Midtown TDR Ventures LLC. (If work is other than GCT, see Agreement for additional Indemnitees) and the respective affiliates and subsidiaries existing currently or in the future of and successors to each Indemnified Party listed herein.

New York City Transit Authority (“NYCT”), Manhattan and Bronx Surface Transit Operating Authority (“MaBSTOA”), Staten Island Rapid Transit Operating Authority (“SIRTOA”), MTA Capital Construction Co. (“MTACC”), MTA Bus Company (“MTA Bus”), Metropolitan Transportation Authority (“MTA”) including its subsidiaries and affiliates, and the City of New York (as owner) and the respective affiliates and subsidiaries existing currently or in the future of and successors to each Indemnified Party listed herein.

Triborough Bridge & Tunnel Authority (“B&T”), Metropolitan Transportation Authority (MTA) including its subsidiaries and affiliates, and the State of New York and the respective affiliates and subsidiaries existing currently or in the future of and successors to each Indemnified Party listed herein..

Other: ______

Long Island Rail Road (LIRR), Metropolitan Transportation Authority (MTA), including its subsidiaries and affiliates, New York & Atlantic Railway Company, when applicable. National Railroad Passenger Corp. (Amtrak), NJ Transit Corporation, NJ Transit Rail Operations, Inc. Consolidated Rail Corporation, CSX Transportation Inc. and Triborough Bridge & Tunnel Authority (B&T). The Port Authority of NY and NJ. and the respective affiliates and subsidiaries existing currently or in the future of and successors to each Indemnified Party listed herein.

MTA Bus Company (“MTA Bus”), Metropolitan Transportation Authority (“MTA”) including its subsidiaries and affiliates, the State of New York, the City of New York, PBS Capital LLC, MIU Realty, LLC, JLK Capital, LLC, Green Bus Holding Corp., Jamaica Bus Holding Corp. and Triboro Coach Holding Corp. and New York Bus.Services and its affiliates and the respective affiliates and subsidiaries existing currently or in the future of and successors to each Indemnified Party listed herein.. 2 Broadway Agreements:

Check this Box also for use of 2 B’way loading dock): United States Trust Company of New York as Trustee under the 2 Broadway Ground Lease Trust, Two Broadway LLC, ZAR Realty, Cassidy Turley New York, and Inc., Cassidy Turley.PMG, Inc and the respective affiliates and subsidiaries existing currently or in the future of and successors to each Indemnified Party listed herein.

Other: ______ 3/2013.1

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 Agreement/Contract herein designated, has been procured by and furnished on behalf of the Insured and is in full force and effect for the period listed on the front of 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’s obligations under that provision of the contract providing for indemnification of the Indemnified Parties, including the Metropolitan Transportation Authority, named therein. When applicable, the subscribing company(s) certifies that: any exclusion applying to construction or demolition operations on or within fifty (50) feet of a railroad (stations, yards, tracks, etc.); and/or any employer liability exclusion which may otherwise operate to exclude claims for bodily injury asserted by an employee of an Additional Insured have been removed.

NOTE 2: Should any of the insurance policies referred to herein be canceled, changed or not renewed, notice should be delivered in accordance with the policy provision to: Metropolitan Transportation Authority c/o MTA Risk and Insurance Management Department, 2 Broadway, 21st Floor New York, NY 10004.

NOTE 3: All references to Additional Insureds and Additional Named Insureds include those entities’ directors, officers, employees, partners, agents, subsidiaries and affiliates.

NOTE 4: This certificate is issued to the Certificate Holder in consideration of the Agreement/Contract entered into with the Name Insured. It is understood and agreed that the certificate holder relies on the certificate as basis for continuing such Agreement/Contract with the Name Insured.

AUTHORIZED INSURER/PRODUCER _______________________________________________

BY _______________________________________________ (signature of authorized Insurer/Producer)

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 and 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)

CERTIFICATES OF INSURANCE MUST BE COMPLETED BY AUTHORIZED INSURANCE REPRESENTATIVES ONLY. Revised 3/2013.1

Guidelines for Submission of Evidence of Insurance MTA JOINT/MULTI-AGENCY AGREEMENTS

These are basic acceptance guidelines-read your agreement for specific insurance requirements. Policies must be written by Carriers rated A-/VII or better to be acceptable to MTA & MTA’s Operating Agencies

1. General Requirements: • Use Joint Agency Certificate if contract applies to more than one MTA Agency;

• ACORD Certificate may be used for operating-funded contracts under $250,000 unless otherwise noted in agreement. On the Certificate, you are required to: • Reference the Agreement or Contract #; • Disclose any deductible, self-insured retention, sub-limit or aggregate limit; • Provide insured’s telephone number, contact person and e-mail address; • Must be signed by an Authorized Representative of the Insurance Carrier or Producer and notarized. • Insurance expiration dates may not be within 30 days of submission unless written assurance from the authorized broker

that the policy (s) will be renewed with the same terms and conditions is submitted with the certificate. • Select / Check (�) the appropriate boxes for Additional Insured / Additional Named Insureds and/or Loss Payees.

2. Minimum Coverages (Refer to Agreement for Specific Insurance Requirements):

a. Workers’ Compensation • The New York State Insurance Fund form is acceptable. • If a company is located out of state, an "All States" endorsement is required. • Sole Proprietors may provide documentation from their accountant or attorney confirming their exempt status.

b. General Liability (Refers To Primary and Umbrella/Excess Liability Policies) • Minimum limits of Commercial General Liability may be satisfied by a combination of primary and umbrella / excess

policies and must follow form of the underlying policy and be extended to “drop down” to become primary in the event the primary policy is exhausted.

• A physical copy of the Additional Insured Endorsement (I.S.O. Form CG 20 10 1185 Form B version or equivalent) reflecting the policy number(s) and covering the required Indemnitees in the contract must accompany the certificate of insurance.

c. Railroad Protective Liability (RRPL) / Builder’s Risk (including Installation Floater) • A Certificate of Insurance is not acceptable proof of these coverages: an insurance binder must be provided pending

issuance of actual policy. • RRPL binder must list all required “Named” and/or “Additional Named” Insureds, as applicable. • Actual policies must be submitted within 30 days from issuance of binder.

d. Environmental Coverages - Contractor or its sub-contractor may provide: • Contractor’s Pollution Liability coverage must be endorsed to include the Additional Insureds per terms of contract

and a copy of the physical endorsement must accompany the certificate of insurance. • Pollution Legal Liability coverage must be endorsed to include the Additional Insureds as required in the contract.

Evidence of coverage can be satisfied by the following: o Stand-alone Pollution Legal Liability policy listing the Non-Owned Disposal Site. o A Non-0wned Disposal Site Endorsement to the Contractors Pollution Liability policy. o A certificate of insurance from the disposal facility adding the applicable Agency (s) as Additional Insured.

• The Hauler must provide evidence of their Business Auto Liability policy with copies of the MCS90 & CA9948 endorsement.

e. Joint Venture

• If the Contractor/Consultant is a Joint Venture, the joint venture shall provide evidence of liability insurance in the name of the Joint Venture.

o If insurance is not purchased in the name of the Joint Venture, the member with the majority ownership interest in

the joint venture must endorse its general liability policy to name the Joint Venture as an “ADDITIONAL NAMED” insured.

3. Provide Signed Certificate or a Certified Copy(s) of the actual Policy(s) to:

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

INS-PROCEDURE-GUIDELINES – MTARIM 3/2013.1

NEW YORK CITY TRANSIT AUTHORITY RIDER TO CONTRACT DOCUMENTS Division of Materiel

536996 – Corporate Credit Card Program Addendum #2 Schedule G



Schedule G

Rider to Contract Documents



536996 – Corporate Credit Card Program Addendum #2 Schedule G Page 1

The following changes, deletions and/or additions to the Contract Documents are hereby deemed included in the Contract by the attachment of this Rider:

1. CONTRACT TERMS AND CONDITIONS – Article 221(B)

That portion of the above mentioned paragraph beginning with the phrase in the third line “except that …” is hereby deleted and the following shall be inserted: “the estimated quantities and total contract dollar amounts are for bid evaluation purposes. The Authority reserves the right to increase/decrease those amounts at its discretion.” 2. GENERAL CONTRACT PROVISIONS – Article 212 The following subparagraph appends the article entitled DISPUTES. The Disputes Resolution Officer (“DRO”) assigned for the purposes of this

Contract is: the Chief Operations Officer, Division of Materiel.

3. GENERAL CONTRACT PROVISIONS – Article 219 Paragraph A. shall be deleted in its entirety and the following inserted in lieu thereof:

A. The term “Indemnified Parties,” whenever referred to in this Article, shall be deemed to mean the Authority, the MTA, its affiliate agencies (including, but not limited to MTA Bus Company), PBS Capital LLC, MIU Realty, LLC, JLK Capital, LLC, Green Bus Holding Corp., Jamaica Bus Holding Corp., Triboro Coach Holding Corp., New York State, and their members, officers, employees, and agents.

4. GENERAL CONTRACT PROVISIONS - Article 235 Article 235 –Confidentiality/Advertising Limitation is hereby deleted in its entirety and the following Article shall be inserted in lieu thereof:

“The Contractor hereby acknowledges and agrees that the materials and information supplied or revealed by the Authority to the Contractor in the course of or in connection with the performance by the Contractor of its obligations hereunder contain valuable confidential business information and trade secrets relating to the Authority’s business which are the sole and exclusive property of the Authority, and the Contractor agrees to observe complete confidentiality with respect thereto. The Contractor’s obligations and the Authority’s rights under this Article shall survive the expiration or termination of this Agreement for any reason whatsoever (including, without limitation, a material breach by the Contractor of its obligations hereunder). (a) Confidential Information



1. For purposes of this Article, the term “Contractor” shall be deemed to include its principals, members, directors, officers and employees, and shall also be deemed to include its Subcontractors, Suppliers, consultants and agents, as well as their principals, members, directors, officers, employees, agents and consultants. The Contractor and the above-mentioned individuals or entities shall keep confidential all information furnished to it (them) by the Authority or otherwise learned or derived by it (them) about or in connection with this Project, any other MTA/Authority project or contract or MTA/Authority policies, procedures, operations, or infrastructure (“Confidential Information”). Confidential Information includes, but is not limited to, specifications, drawings, plans, diagrams, sketches, renderings and other technical data and information, as well as all designs, maps, surveys, design calculations, shop drawings, charts, photographs (including “progress photographs”) and CADD materials and media. Confidential Information pertaining to this Project may only be utilized in connection with such Project and by individuals who, in fact, have a “need to know” the contents of such Confidential Information, and must be appropriately safeguarded by the Contractor from disclosure to anyone who is not so authorized by the Authority to have access thereto.

2. Neither the Contractor nor any of the above-mentioned individuals or

entities may sell, transfer, disclose, display or otherwise make available to anyone any part of such Confidential Information without the prior written consent of the Authority.

3. The Contractor and the above-mentioned individuals or entities shall

not and hereby represent and warrant that it/they will not (nor will it/they through an agent or third party), unless agreed to in writing by the Authority: (i) send, ship, mail, deliver, email or otherwise transmit in or by any fashion whatsoever (whether manually, by machine, by facsimile or other electronic or digital technology or by other technology or method), or (ii) enter into or issue an agreement, subcontract or other instrument to send, ship, mail, deliver, email or otherwise transmit in or by any fashion whatsoever (whether manually, by machine, by facsimile or other electronic or digital technology or by other technology or method), any such Confidential Information in any form or by any means (and if in electronic form, for any such Confidential Information to be transmitted to or reside in a computer or electronic device located) outside of the United States.

4. The Contractor shall advise each of its employees, agents, consultants,

Subcontractors and Suppliers who may be exposed to such Confidential Information of their obligation to maintain the confidentiality thereof. In addition, the Contractor agrees to cooperate fully and provide any



assistance necessary to ensure the confidentiality of the Confidential Information.

5. At any time during the term of this Contract, the Contractor shall

forthwith deliver to the Authority any and all media containing any Confidential Information as the Authority shall request. The special confidentiality obligations as set forth in this Article shall continue until specifically released by the Authority in writing, except where release thereof has been finally ordered by a court of competent jurisdiction.

6. The Contractor and the above-mentioned individuals or entities hereby

represent and warrant that at the conclusion of the Project or upon its termination, any Confidential Information that is to be retained by it/them for archival/audit/legal purposes shall be certified as such and shall be maintained in a secure facility, and that it/they shall maintain care, custody and control over any and all media containing any Confidential Information while in such secure facility and until any and all media containing the Confidential Information are either returned to the Authority or destroyed as provided in paragraph 7., below.

7. Except as provided in paragraph 6, above, at the conclusion of the

Project or upon its termination, unless otherwise instructed in writing by the Authority, the Contractor and the above-mentioned individuals or entities shall destroy its/their copies of any and all media containing all Confidential Information such that recognition or reconstruction of the Confidential Information is precluded. Unless otherwise permitted by the Authority, cross-cut shredding of hardcopy items, physical destruction of diskettes, floppies, CDs, DVDs, and any other recordable media, deleting of electronic items by permanent deletion or non-retrievable/irreversible placement in delete-overwrite status are the Authority’s required methods of such destruction with respect to documents or materials containing Confidential Information which the Authority has instructed are to be destroyed.

8. In the event the Contractor or any of the above-mentioned individuals

or entities learns or believes that Confidential Information has been released or believes that Confidential Information is about to be released, the Authority shall be notified immediately.

(b) Approval for Publication of Reports

The Contractor and the above-mentioned individuals or entities shall neither publish nor circulate in any form or media any Confidential Information or any reports, studies, analyses, recommendations, or any other materials of whatsoever nature prepared by the Contractor or any of the above-mentioned individuals or entities, without first obtaining the written approval of the Authority.



(c) Press Releases

To the fullest extent permitted by law, the Contractor and the above-mentioned individuals or entities agree(s) that it/they will not issue any news release to the public press or any publication wholly or partly related to its/their work under this Contract without first obtaining the written approval of the Authority. The Contractor and the above-mentioned individuals or entities further agree(s) that it/they will not make speeches, engage in public appearances, publish articles or otherwise publicize its work under this Contract without the prior written approval of the Authority.

(d) Violations of this Article

Breach of any of the foregoing provisions may be deemed by the Authority to be a material breach of the Contract. It is understood and agreed that in the event of any such breach by the Contractor of these provisions, damages may not be an adequate remedy and the Authority shall be entitled to injunctive relief to restrain any such breach or threatened breach.”

.

554642 – Corporate Credit Card Program Sample Cards



Attachment 6

Sample Procurement Card and Sample Travel Card


554642 – Corporate Credit Card Program Sample Cards Page 1

Travel Card

Procurement Card

SECTION VI

PROPOSER’S EXECUTION FORM

CONTRACT NO. RFQ 40352


554776 Corporate Card Program Amendment #2 Proposer’s Execution Form Page 2

SECTION VI

PROPOSER’S EXECUTION FORM

Contract No.: RFQ 40352 DUE DATE: May 30, 2013 Location: Procurement TIME: 1:00 P.M. Local Time 2 Broadway, B19.153 New York, N.Y. 10004 A. Proposal’s must include a fully completed and executed copy of this form. In order to

be a responsive Proposal, all parts of the Proposal must be submitted. PROPOSERS MUST ATTACH COPIES OF ALL ADDENDA ISSUED OR ACKNOWLEDGE RECEIPT THEREOF WHERE INDICATED BELOW. AN ADDENDUM WHICH CHANGES ANY PART OF THE PROPOSAL MUST BE ATTACHED OR THE CHANGE OTHERWISE CLEARLY INCORPORATED IN THE PROPOSAL. The Authority, in its sole and absolute discretion, may treat a failure to annex or acknowledge receipt of Addenda or to attach any part of the Proposal as a minor informality where the Addenda or portion of the Proposal, as the case may be, is determined by the Authority not to be substantive in nature. The Authority may also treat any failure of the Proposer to fully complete any portion of the Proposal as a minor informality.

B. Execution of Proposal must be made on paragraph M, page no. 7. C. The undersigned Proposer, acknowledging that it has carefully examined the Request

For Proposal Package, which incorporates all prior revisions issued by Addenda, offers to fully perform as set forth therein and in its proposal, at the price(s) stated in the Proposers Technical and Cost Forms in Section V, Attachment 2 of the Contract, as set forth in paragraph F below, or as otherwise provided in the Contract.

D. The undersigned hereby designates the following office as its office for the purpose of

receiving any written notice permitted or required to be served upon the Proposer by any provision of the Contract Documents, including Notice of Award of the Contract:

________________________________________________________________ ________________________________________________________________ ________________________________________________________________ Telephone No. ( ____ ) _______________ Telecopier No. ( ____ ) _______________

E-Mail Address:__________________________________________________



E. (CHECK WHERE INDICATED BELOW IF THE PROPOSER IS A FOREIGN CORPORATION OR ENTITY, IN WHICH CASE THE PROPOSER AGREES TO ACCEPT PROCESS AS PROVIDED HEREIN.) THE UNDERSIGNED, AN INDIVIDUAL OR SOLE PROPRIETORSHIP, OR A PARTNERSHIP, OR GOVERNMENT ENTITY, OR A NON-PROFIT ORGANIZATION, OR A CORPORATION NOT ORGANIZED AND EXISTING UNDER THE LAWS OF THE STATE OF NEW YORK, AGREES THAT PERSONAL SERVICE OF PROCESS IN ANY ACTION, SUIT OR PROCEEDING INSTITUTED BY THE AUTHORITY AGAINST THE UNDERSIGNED ON OR IN CONNECTION WITH THIS PROPOSAL OR THE CONTRACT MAY BE MADE BY CERTIFIED OR REGISTERED MAIL ADDRESSED TO THE UNDERSIGNED AT THE ADDRESS REFERRED TO IN SECTION D ABOVE OF THIS PROPOSAL, UNLESS A DIFFERENT ADDRESS WITHIN THE STATE OF NEW YORK BE SPECIFIED BELOW, IN WHICH EVENT SERVICE AS AFORESAID MAY BE MADE ONLY AT THE ADDRESS SPECIFIED BELOW OR AT SUCH OTHER MAILING ADDRESS WITHIN THE STATE OF NEW YORK AS IS SUBSTITUTED THEREFOR BY THE UNDERSIGNED BY NOTICE IN WRITING TO THE AUTHORITY AS PROVIDED IN THE CONTRACT DOCUMENTS. FAILURE OF THE PROPOSER TO CHECK THE BOX BELOW SHALL CONSTITUTE THE PROPOSER’S STATEMENT THAT IT IS NOT A FOREIGN CORPORATION, AND MAY, IF UNTRUE, BE A GROUND FOR DISQUALIFICATION.

Proposer is a foreign corporation or entity ________________________________________________________________ ________________________________________________________________ ________________________________________________________________ Telephone No. ( ____ ) _______________ Telecopier No. ( ____ ) _______________

F. NON-COLLUSIVE BIDDING CERTIFICATION

1. By submission of this Proposal, the undersigned and each person signing on behalf of the undersigned, and in the case of a joint Proposal each party thereto certifies, as to its own organization, as required by Section 2878 of the Public Authorities Law of the State of New York, under penalty of perjury, that to the best of its knowledge and belief:

a. the prices in this Proposal 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 proposer or with any competitor;

b. unless otherwise required by law, the prices which have been quoted in

this Proposal have not been knowingly disclosed by the Proposer and will not knowingly be disclosed by the undersigned prior to opening, directly or indirectly, to any other proposer or to any competitor prior to the closing date for Proposal;



c. no attempt has been or will be made by the Proposer to induce any other

person, partnership or corporation to submit or not to submit a Proposal for the purpose of restricting competition;

d. 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, which consist of the New York City Transit Authority, Manhattan and Bronx Surface Transit Operating Authority, Staten Island Rapid Transit Operating Authority, Metro-North Commuter Railroad, Long Island Rail Road, Triborough Bridge and Tunnel Authority, Metropolitan Suburban Bus Authority, MTA Capital Construction Company, First Mutual Transportation Assurance Company and South Brooklyn Rail Road (collectively referred to as the “MTA 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 consideration in connection with this Proposal/Contract; and

e. the Proposer is not in arrears to the City or State of New York, or the

MTA, or the MTA Affiliates and Subsidiaries upon debt or contract and is not a defaulter, as surety or otherwise, upon any obligation to the City or the State of New York, or the MTA, or the MTA Affiliates and Subsidiaries and has not been declared not responsible or disqualified by any agency of the City or the State of New York, any public authority of the State of New York, or the United States Government, nor is there any proceeding pending relating to the responsibility or qualifications of the Proposer to receive public contracts.

2. A Proposal shall not be considered for award nor shall any award be made

where 1.a, 1.b, and 1.c, above, have not been complied with; provided, however, that if in any case the Proposer cannot make the foregoing certification, the Proposer shall so state and shall furnish with the Proposal a signed statement which sets forth in detail the reasons therefor. Where 1.a, 1.b, and 1.c., above, have not been complied with, the Proposal shall not be considered for award nor shall any award be made unless the Vice President, Division of Materiel of the Authority, or his or her designee, determines that such disclosure was not made for the purpose of restricting competition.

3. The fact that a Proposer (i) has published price lists, rates, or tariffs covering

items being procured, (ii) has informed prospective customers of proposed or pending publication of new or revised price lists for such items, or (iii) has sold the same items to other customers at the same prices being proposed, does not



constitute, without more, a disclosure within the meaning of 1.a, 1.b, and 1.c above.

4. If the Proposer cannot certify as to statements 1.d or 1.e above, it shall set forth

below in detail the reasons therefor (if the space is not sufficient, add additional sheets to your Proposal.

G. Price Proposal

1. All Proposal prices must be set forth in the Proposer’s Technical and Cost

Forms. The Authority reserves the right in its sole and absolute discretion to: a. waive informalities or inconsistencies in any Proposal submitted; b. reject all Proposals submitted; and c. take any other action with respect to contract award as permitted by law.

2. In the event that the Proposer’s Technical and Cost Forms reflect any item(s) as

to which quantities are estimated, the Proposer acknowledges that the quantities as thus specified in the Proposer’s Technical and Cost Forms are given only as a basis for the Proposal evaluation and are not in any way guaranteed or represented as correct or intended to be relied upon, and they shall not be taken as final and shall form no basis for any claim in case they do not correspond with the final measurements or quantities. It is further acknowledged that the Authority reserves the right to increase or to diminish or to omit entirely any of the quantities or items as herein stated.

3. The Grand Total is the aggregate total of the Proposal price(s) for the individual

item(s) set forth in the Proposer’s Technical and Cost Forms extended by the estimated quantities, where applicable. In the event that the Grand Total or any extended Unit prices reflect a clear mathematical error, then the correct calculation shall govern.

H. Omnibus Procurement Act - Certification

1. All Proposers submitting a Proposal equal to or exceeding $15,000 must check

either box a or b as appropriate:

a. the goods which are supplied hereunder are substantially manufactured or produced or assembled in New York State, or the services which are provided hereunder will substantially be performed within New York State;

or



b. the goods which are supplied hereunder are substantially produced outside New York State, or the services which are provided hereunder will substantially be performed outside New York State.

2. Proposers, submitting a total Proposal equal to or greater than $1 million, by

signing this Proposal certify that:

a. The Proposer has made all reasonable efforts to encourage the participation of New York State Business Enterprises as suppliers and subcontractors on this project, and has retained the documentation of these efforts to be provided upon request to the State;

b. The Proposer has complied with the Federal Equal Opportunities Act of

1972 (P.L. 92-261), as amended; c. The Proposer agrees to make all reasonable efforts to provide

notification to New York State residents of employment opportunities on this project through listing any such positions with the Community Services 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. The Proposer agrees to document these efforts and to provide said documentation to the State upon request; and,

d. The Proposer acknowledges notice 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.

I. New York State MBE/WBE/EEO Certification The Proposer agrees to the terms and conditions of non-discrimination as set forth in Paragraph 14 of the Request for Proposal and in Article 237 of the General Contract Provisions. The Proposer, as a precondition to entering into a valid and binding contract, shall during the performance of the Contract, agree to the provisions set forth in paragraphs A to C of Article 237 of the General Contract Provisions. J. Certification of Compliance with the Metropolitan Transportation Authority

Vendor Code of Ethics

Consistent with the terms of the MTA Vendor Code of Ethics (the “Code”), which are incorporated herein by reference, the Proposer, by signing the Proposal, certifies that during the course of this solicitation 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 solicitation 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.

K. Acknowledgment of Addenda The Proposer hereby acknowledges receipt of all Contract Documents and Addenda through and including

ADDENDUM NO. .

(Proposer to insert number of last Addendum received.)

____________________________________________________________________________ L. Execution of Proposal Proposer is to complete and sign before a Notary Public the following Affidavit of Verification section: Type or Print Proposer's Full Legal Name*: ______________________________________________________ Address: ______________________________________________________ ______________________________________________________ Business Telephone Number: (_____) _________________________ Telecopier Number: (_____) _________________________



Type or Print Name ______________________________________________________ and Title of Person Executing Proposal _________________________________________________ STATE OF ____________________________ ) ) SS.: COUNTY OF __________________________ ) The undersigned, being duly sworn says: (a) I am duly authorized by the Proposer to execute this Proposal; (b) I have examined all parts of the Contract Documents and this Proposer’s Proposal and hereby certify that the foregoing Proposal is in all respects true and correct; and (c) the Proposer hereby authorizes the Authority to make any necessary examination or inquiry in order to make a determination as to the qualifications and responsibility of the Proposer, as well as the authority of the person executing the Proposal.

__________________________________ (Signature of Person Executing Proposer’s Execution Form) Sworn to before me this ___________ day of _____________, 20____ ________________________________________ (Notary Public or Commissioner of Deeds) ____________________________________________________________________________ * Exact Name of Individual, Firm, Corporation or Partnership. **FAILURE TO COMPLETE AND RETURN MAY DEEM BID NON-RESPONSIVE**

Date post:	28-Sep-2020
Category:	Documents
Upload:	others
View:	1 times
Download:	0 times