request for proposal

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NEW YORK STATE THRUWAY AUTHORITY 200 Southern Boulevard Post Office Box 189 Albany, NY 12201-0189

February 10, 2014

REQUEST FOR PROPOSAL 13C28 Collection Services for Electronic Tolling, Unpaid Tolls & Other Authority Receivables

Inquiries To: Denis Britvan at 518/436-3075 or E-mail: [email protected] Fax: (518) 471-4442

Time and Due Date of Proposal Submission: 1:00 P.M. EST, March 24, 2014

Time and Date of Pre-proposal Meeting: N/A

Contract Period: The Contract shall be for a term of three years. In addition, the Authority shall have the option, in its sole discretion, to renew the Contract for one additional two-year term.

INSTRUCTIONS Attach this form to the front of your proposal. Indicate whether or not your firm is certified by NYS as a Minority or Women Owned Business Enterprise by circling yes or no. Circle one: Yes No Complete all information below, including signature, to acknowledge your understanding and acceptance of the provisions of the Non-Collusive Bidding Certification as indicated at the bottom of this document. The Signatory to this document must be authorized to bind the proposing firm contractually.

Firm Name

Federal Tax ID No.

Street Address

City/State/Zip

Area Code/Telephone (800 if available)

Fax

E-mail

Print Name

Title

Signature

Date

NON-COLLUSIVE BIDDING CERTIFICATION By submission of this bid, each bidder and each person signing on behalf of any bidder certifies, and in the case of joint bid, each party thereto certifies as to its own organization, under penalty of perjury, that to the best of his/her knowledge and belief: 1) The prices of this bid have been arrived at independently, without collusion, consultation, communication, or agreement, for the purposes of restricting competition, as to any matter relating to such prices with any other Bidder or with any competitor; and 2) Unless otherwise required by law, the prices which have been quoted in this bid have not been knowingly disclosed by the Bidder and will not knowingly be disclosed by the Bidder prior to opening, directly or indirectly, to any other Bidder or to any competitor; and 3) No attempt has been made or will be made by the Bidder to induce any other person, partnership or corporation to submit or not to submit a bid for the purpose of restricting competition.

New w York k State e Thruw way Au uthoritty And New w York k State e Canal Corp poration

Requ uest for f Propo osal

Collect C tion Se ervices s for Electron nic Tolling, Unpaid Tolls & Othe er Auth hority R Receiv vables

RFP No: 13C C28 uest Iss sued: Requ Propo osals Due: D

Febrruary 10, 2014 4 Marc ch 24, 2 2014

RF FP TABLE OF CO ONTENTS Artic cle I – Back kground/A Administrattive Matterrs Section 1.1 1 Section 1.2 1 Section 1.3 1 Section 1.4 1 Section 1.5 1 Section 1.6 1

Page es

Backg ground................................................................... 3 Key Dates D ..................................................................... 4 Permissible Conttacts/Conta act Person .......................... 5 Written Question ns & Respo nses ................................... 6 Excep ptions to Te erms & Con nditions ................................ 6 RFP Errors E or Om missions ... ........................................... 6

Artic cle II – Serv vices Requ uested Section 2.1 2 Backg ground................................................................... 7 Section 2.2 2 Scope e of Service es .............. ........................................... 11 Section 2.3 2 Fee Proposal P ................................................................ 15 Artic cle III – Pro oposal Req quirements s Section 3.1 3 Conte ent of Propo osal ...................................................... 15 Section 3.2 3 Submission of Prroposal ..... ........................................... 20 Artic cle IV – Eva aluation off Proposals s Section 4.1 4 Section 4.2 4 Section 4.3 4 Section 4.4 4 Section 4.5 4 Section 4.6 4 Section 4.7 4

Overv view ....................................................................... 21 Prelim minary Revie ew ....................................................... 21 Evalua ation/Criterria ............. ........................................... 21 Oral Presentation P ns/Interview ws/Facility IInspectionss ........ 22 Selecttion of Prop poser(s) .... ........................................... 22 Additio onal Procurement Rig ghts ..................................... 23 Grieva ance Policy y ........................................................... 23

cle V – Con ntract Term ms and Con nditions Artic Section 5.1 5 Contra act Term ............................................................... 24 Section 5.2 5 Indepe endent Con ntractor ..... ........................................... 24 Section 5.3 5 Personnel, Equip pment and S Supplies ............................. 24 Section 5.4 5 Insura ance Requirements .... ........................................... 24 Section 5.5 5 Liabilitty .......................................................................... 28 Section 5.6 5 Ethics s ............................................................................ 29 Section 5.7 5 Confid dentiality an nd Non-Dis closure ............................... 30 Section 5.8 5 New York Y State Finance F La aw §§ 139-j and 139-k Certificatio on ......................................................... 30 5 Iran Divestment D Certification C n ......................................... 30 Section 5.9 Section 5.10 5 Suspe ension, Aba andonment and Termination ................ 30 Section 5.11 5 Respo onsibility Prrovisions ... ........................................... 31 Section 5.12 5 Standard Contract Clauses,, Appendice es, Exhibitss and Supplements ................................................................. 32 RFP 13C28 1 Collectiion Services for fo Electronic Tolling, Unpaiid Tolls & Oth her Authoriity Receivable es

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ART TICLE I - Backgrou und/Adm ministrativ ve Matterrs Secttion 1.1 - Background B d The New York k State Thruway Authority and Canal Co orporation a are seekin ng ed and qua alified conssulting and//or contracting firms tto proposals from experience proviide collection services for three e Program areas ope erated by the Thruwa ay Authority: 1. 1 Electron nic toll collec ction system ms known a as E-ZPasss and Video o Tolling a. E-ZPass E Acc counts b. E-ZPass E Vio olations c. Unpaid U Vide eo Toll Invoices 2. 2 Unpaid tolls t at Toll Booths 3. 3 Other Au uthority Rec ceivables A is a public corporation o organized and existing pursuant tto The Thruway Authority Article 2, Title 9 of the New York Sta ate Public A Authorities Law for the e purpose o of finan ncing, cons structing, re econstructin ng, improviing, develo oping, main ntaining an nd operating a high hway system known as a the Gove ernor Thom mas E. Dewe ey Thruwayy. The powers of the Thruway Authoritty are vest ed in and exercised by a seven nmem mber Board appointed by the Go overnor witth the advice and con nsent of th he State e Senate. s a 570-mile superhig ghway systtem crossin ng the Statte. It is th he The Thruway is est toll superhighway system in the United States. Th he Thruwayy route from m longe the New N York City C line to the Penns sylvania line e at Ripley is 496 miles long an nd includes the 426-mile main nline conne ecting New York City a and Buffalo o, the State’’s two largest cities. Otherr Thruway sections m make directt connectio ons with th he necticut and Massach husetts Turrnpikes, Ne ew Jersey G Garden Sta ate Parkwa ay Conn and other majo or expressw ways that le ead to New w England, Canada, tthe Midwesst er Expresssway was a added to th he and the South. In 1991 the Cross-Westcheste of Thruway system. In all,, the Thruway is comprised off 2,818 lane miles o way, 806 bridges, b over 350 builldings, 134 4 interchang ges, 35 tan ndem areass, roadw 27 service s area as, 275 tolll booths, nearly n 120 water serrvices, 18 w waste wate er treatment plants and 26 6 motor fu ueling statiions for A Authority ve ehicles an nd pment. Ope erationally, the Authorrity is segm mented into four region nal division ns equip – New N York, Albany, Syracuse and Bufffalo – witth the Ad dministrativve Head dquarters lo ocated in Albany.

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In 19 992, legisla ation was enacted e tha at transferre ed jurisdictiion over the New Yorrk State e canal system from th he New York State De epartment o of Transporrtation to th he Thruway Autho ority. This legislation n also crea ated the N New York S State Cana al poration as s a subsidiary of the e Thruway Authority to operate e, maintain n, Corp cons struct, recon nstruct, imp prove, deve elop, financce and prom mote the ca anal system m. This system consists of o 524 miles of co onnected, navigable waterwayys enco ompassing: the Erie Canal C (338 miles, easst to west),, the Cham mplain Cana al (60 miles, m south h to north), the Osweg go Canal (2 24 miles so outh-east to o north-wesst, betw ween Lake Ontario and the Erie Canal), an nd the Cayu uga-Seneca Canal (12 miles s, south-we est to north h-east linkin ng the Erie e Canal with h Cayuga a and Senecca Lake es). There are also 90 miles of navigable channel through Cayuga Lake tto Ithac ca and Sen neca Lake to Watkin ns Glen, re espectivelyy. Comprissed of botth "cana alized" natu ural rivers and a dug cha annel, the ccanal syste em's 57 lockks and 16 liift bridg ges facilitate e navigation as part of a larger n network of n navigable w waterways iin New York State e extending g south to Florida, no orth to Can nada, and west to th he at Lakes and the Mississippi Rive er. Grea t purpose es of this Request R for Proposals (“RFP”), the term “Authority” sha all For the mean n both the New York State S Thruw way Authorrity and the New York State Cana al Corp poration. Secttion 1.2 - Key K Dates Prov vided below w is a tenta ative schedule for the milestoness in this RFP processs, listed d in the ord der of occurrrence. The Authorityy reserves tthe right to change an ny or all of these dates d as it deems d nec cessary or cconvenient in its discrretion; in th he even nt of such a date chan nge, all parrties that ha ave been fu urnished w with this RFP will be b duly notiffied. nt Even

Date

RFP Issuance Dead dline for Wrritten Questtions and Exceptions E tto Terms and Conditions C ance of Wriitten Respo onses Issua Prop posal Due Date D

Februaryy 10, 2014

RFP 13C28 1 Collectiion Services for fo Electronic Tolling, Unpaiid Tolls & Oth her Authoriity Receivable es

Februaryy 24, 2014 March 10, 2014 March 24, 2014 at 1:00 P.M M. EST

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P e Contacts s/Contact P Person Secttion 1.3 – Permissible This procureme ent is subje ect to and shall be co onducted in accordan nce with th he hority/Canal Corpora ation Guid delines Regarding Permissiblle Thruway Auth Conttacts During a Procurrement and d the Proh hibition of Inappropria ate Lobbyin ng Influe ence (attac ched hereto o as Exhibit 1). All que estions con ncerning thiis RFP musst be addressed to the person lis sted below w identifie ed as a Purchasin ng repre esentative in i Section 1.3 hereof. Proposerss and prosp pective Pro oposers ma ay not approach a any a other Authority A offficer, employee, conttractor or a agent or an ny otherr State entity relative to t this RFP (except ass provided in Exhibit 1)). Denis Britvan asing Office er I Purcha ork State C k State Thru uway Autho ority/New Yo Canal Corpo oration New York 200 Southern Boule evard Albany, New N York 1 12209 Phone: (518) 436-3 3075 518) 471-44 442 FAX: (5 E-ma ail: denis.brritvan@thru uway.ny.go ov Bria an Cassidy E-ZP Pass Custom mer Service e Superviso or New York k State Thru uway Autho ority/New Yo ork State C Canal Corpo oration 200 Southern Boule evard Albany, New N York 1 12209 Mich hael Perrott o Acting E-ZPass s Operation ns Manager New York k State Thru uway Autho ority/New Yo ork State C Canal Corpo oration 200 Southern Boule evard Albany, New N York 1 12209 Henry Collins Assis stant Counssel New York k State Thru uway Autho ority/New Yo Canal Corpo oration ork State C 200 Southern Boule evard Albany, New N York 1 12209 In the event the e contact persons p listted above a are not ava ailable, Pro oposers ma ay direc ct their que estions to Mari-Ann M Brower B at (5 518) 436-3 3161 or Ke evin Allen a at (518) 436-2736.

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W Que estions & Responses R s Secttion 1.4 - Written The Authority will w provide official written respo nses to all written qu uestions tha at s to t the Authority contact person o on or beforre the date e set forth iin are submitted Section 1.2 of this RFP. These T officiial respons es will be d distributed tto all partie es that have been furnished with w this RF FP. Prosp ective Prop posers should rely onlly on th hese officia al written re esponses. Questions submitted after the d due date se et forth in Section 1.2 of this RFP may not n receive an official a answer. Secttion 1.5 - Exceptions to Terms and a Condiitions The selected Proposer will be require ed to enter into a Con ntract with tthe Authoritty b is not lim mited to, the terms an nd condition ns set forth h in Article V that includes, but d Appendice es A, C and d D attache ed hereto. IIf a Propose er objects tto of this RFP and s term or o condition n, the Propo oser must sstate such o objection in n writing an nd any such subm mit such ob bjection to the Authoritty contact p person iden ntified as a Purchasin ng repre esentative in Section 1.3 hereoff by the de eadline forr submissio on of writte en ques stions set forth f in Section 1.2 herein. h Su uch objectio ons must b be stated iin detaiil and, if the e Proposer is seeking alternative e language for a particcular term o or cond dition, accompanied by b the Prop poser’s requ uested alte ernative lan nguage. Th he Authority will ad ddress such h objections s in its officcial responsses to quesstions and/o or via addenda a to this RFP. Secttion 1.6 – RFP R Errors s or Omiss sions If a Proposer P believes b the ere is any ambiguity, a cconflict, disscrepancy, omission o or otherr error in this RFP, such s Propo oser should d immediate ely notify th he Authoritty conta act person of such error and re equest clariification of or modification to thiis docu ument. Suc ch notice sh hall be give en prior to tthe final filin ng date forr submissio on of prroposals. Modificatio ons to this RFP, whe en approprriate, will b be made b by adde enda hereto o and distributed to alll parties w who have be een furnish hed with thiis RFP. Clarifications of this RFP, when appropria ate, will be made by w written noticce to alll parties wh ho have bee en furnished d with this R RFP.

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ART TICLE II – Services s Reques sted Secttion 2.1 – Backgroun B d The Authority is i seeking one qualiffied collectiion agencyy to perform m collectio on n as neede ed and non-exclusive e basis. D Debt forwa arded to th he serviices on an Prop poser will be primary debt d from the t Authority. In addittion, the Au uthority ma ay turn over part of the debt from its prev vious collecctions contrractor to the e successfu ul Prop poser. Therre are thre ee general program areas that the Propo oser will b be respo onsible for collection efforts: e 1. 1 Electroniic toll collec ction system ms known a as E-ZPasss and Video o Tolling a. E-ZPass Accoun nts b. E-ZPass Violatio ons c. Unpa aid Video To oll Invoices 2. 2 Unpaid Tolls T at Toll Booths 3. 3 Other Au uthority Rec ceivables E Toll Collectio on Systems s and Video o Tolling 1. Electronic A. A E-ZPass Accounts If a custo omer fails to t replenish h the prepa aid balance e on their a account, th he account balance falls into the negative. T The New Y York Customer Servicce Center (NYCSC) ( regularly (bi-monthly ( y or month hly) sendss customerrs statemen nts that provide the ba alances on ttheir accou unts. If an a account is iin the nega ative for ove er 30 days, the NYCSC C sends the customerr an accoun nt revocatio on warning letter. If the t custom mer still doe es not make paymen nt within 30 0 days, th he account is revoke ed. As partt of this p process, th he following g fees are applied a to the t accoun t: revocatiion fee (currently $25), and an additional a fee f for failiing to returrn any Tag g(s) (curren ntly $16 pe er Tag) thatt are registtered to the e account. The accou unt may now w be sent tto collection ns. Any additional a trips t with a Tag asssociated with such a an account will w be treated as viola ations. B. B E-ZPass Violations The E-ZP Pass syste em includes s, as a com mponent, a Violation E Enforcemen nt System (“VES”) ( tha at automatically deteccts when a proper toll payment iis not received in an E-ZPass E lan ne. VES ca aptures a license plate e image of a vehicle id dentified as s not having g paid the proper toll (e.g. revokked E-ZPasss account, or non-E--ZPass cus stomer) an nd a toll trransaction data recorrd indicating g non-paym ment is generated. T This data, after being g verified, iis forwarde ed to the NYCSC N for review. T The license e plate in tthe violatio on image is read and entered e into o the system m by NYCS SC personnel.

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NYCSC personnel first check k the licensse plate ag gainst the database o of valid E-Z ZPass acco ount holderrs. If a ma atch is found to a va alid E-ZPasss account, the toll is debited d from m the custo omer’s acco ount. When a match iis d the name e and addre ess of the rregistered owner of th he vehicle is not found obtained from the appropriate a state Divission of Mottor Vehicless (“DMV”) o or Registry Departmen nt. Upon securing s th he owner’s address fro om the DMV V or Regis stry Departm ment, NYC CSC person nnel send a notice to o the patro on requestin ng the toll and a a violattion fee. If n no responsse is received within 3 30 days, the e NYCSC sends s a delinquency n notice. If th here is still n no responsse 30 days after the delinquency d y notice, the e NYCSC ssends a third and fina al notice to o the custo omer. If th he custome er does no ot respond to the thirrd notice wiithin 30 day ys, the acco ount may be e referred tto collection ns. For each h violation, the custo omer/patron is respo onsible for paying th he unpaid to oll plus a $2 25* adminis strative fee . On the M Mainline of tthe Thruwa ay the custo omer’s/patro on’s entry point p into th he system is not identiified and th he unpaid to oll is calcula ated by ass suming the point of en ntry is the fu urthest poin nt from the point of ex xit. The un npaid toll am mount mayy be reduce ed when th he customer can provide informa ation about the point o of entry. Att Barriers o on the Thru uway the to oll is identiified and p posted to tthe Notice of Violatio on Enforcem ment Action n accurately y. * For the first f notice the e $25 Adminis strative Fee iss reduced to $5.00 if it is p paid by the du ue date on the first notic ce. The Administrative fee e for ALL Vio olations prior to March 28tth, 2013 wa as $25.00

C. C Unpaid Video V Toll In nvoices The Authority is pllanning to implementt an All Ellectronic To olling (AET T) solution on three of o its Barrie er Toll Plazzas. Patrons of the T Thruway will o payment options, o E-Z ZPass or pa ay an invoicce by mail. have two AET Facilities  Harrim man Toll Ba arrier  Yonke ers Toll Barrrier  Tappa an Zee Brid dge A patron n who does s not have an E-ZPa ass accoun nt will be considered a Video Toll Invoice based cu ustomer. Using the License P Plate imag ge obtained from the toll lane, a custome er invoice w will be gen nerated an nd mailed to o the custo omer 30 days later. Th he custome er will have e 30 days tto pay the toll t transacttions listed on the inv oice. If a payment is n not receive ed in 30 da ays, a seco ond notice is mailed w with a $5 llate fee ap pplied to th he invoice. When the 2nd invoice e is not paiid within 30 0 days, a $25 fee pe er rd transaction is asses ssed and sent as the third notice e. When the e 3 invoicce 0 days, the invoice ma ay be sent to o collection ns. is not paid within 30

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As of the date of o the issu uance of this RFP, AET hass not bee en implemented, howe ever it is exp pected to b be implemented during g the term o of this agreement. 2. Unpaid Tolls T at Toll Booths When a patron has s insufficien nt funds to p pay their to oll in a Cassh Toll Lane e, ssues the Patron P an Unpaid To oll Receipt (UPT) usin ng the Toll Collector is the patro on’s Driverr’s License e number, name, add dress, and customer's signature e acknowle edging and agreeing tto the term ms of repayment of thiis debt. The customer receives a copy of the Unpaid d Toll Rece eipt and ha as seven da ays to make e payment.. They can make paym ment by eitther sendin ng in a chec ck or mone ey order to the t addresss on the re eceipt, or byy visiting th he Authority y’s website e, or calling the Autho ority’s UPT T call centter to makke paymentt using a crredit card. In I addition,, the patron n can make e a paymen nt with a To oll Collectorr at any Au uthority toll booth with h proper doccumentatio on identifyin ng the unpaid toll. Th he Authorityy’s Finance e Departm ment acceptts and applies paymen nts received d. If payme ent is not re eceived with hin 45 dayss of the datte of issue of the UPT T, an invoic ce for the amount a due is mailed tto the custo omer. If payyment is no ot received within 30 days, a second an nd final no otice, is ma ailed to th he customer. If payment is not made within 30 days, th he invoice m may be sen nt to collecttions. 3. Other Au uthority Rec ceivables The Auth hority on oc ccasion willl have rece eivables or services re endered tha at have exc ceeded a re easonable time frame e for payme ent. While tthe paymen nt due time frame for the t receivable or serviices provide ed will varyy, vendors o or eived addittional noticces requessting paym ment to th he patrons have rece Authority y. Placemen nt of this de ebt shall incclude but no ot be limited d to;  Comm mercial Pos stpaid E-ZP Pass Accou unts exceed ding their su urety Bond  Thruw way Permits s  Advertising Deviices  Logo Signs  Cana al Permits  Radio o Accounts  Cana al Cruising Vendors V  Misce ellaneous Sundry S acco ounts includ ding scrap metals  Otherr debt as ne eeded

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Place ement of Fiiles 1. Electronic E to oll collection n systems known k as E E-ZPass and Video To olling a. E-ZPass Accounts b. E-ZPass Violations c. Unpaid Video V Toll In nvoices The T Authoritty may refe er accounts s for Electrronic Toll C Collections Systems fo or collection to o the succe essful Proposer by dirrecting the NYCSC to o transfer tto th he success sful Propos ser three files each d ay – one ffor E-ZPasss Accountss, one for E-ZP Pass Violations, and th he other forr Unpaid Viideo Toll Invoices. Th he unts as welll as update ed files will contain information aboutt new collecction accou nformation about existting collecttion accoun nts. The file es may be placed an nd in obtained from designatted directorries on the successfull Proposer’ss file server; sfer Protoco ol (FTP) pro ocess will cconnect to tthe file servver once pe er a File Trans ve files to or o from their proper dirrectories for further pro ocessing. day and mov Attachment A 1, Placem ment of Files for Ele ectronic To oll Collectio on Systemss, provides the e listing of Placementt Files thatt the succe essful Prop poser will b be re eceiving. Attachment A t 2, Negativ ve Accountt Balance Collectionss – Interfacce Control C Doc cument, prrovides the e Interface Control D Document ((ICD) for E EZPass Z Acco ounts and Attachment A 3, Violation n Collection n File Interfface Contro ol Document, D provides the ICD for E-ZPa ass Violatio ons (Titled d Violation ns Collections C File). F 2. Unpaid U tolls from patrons unable to t make cassh paymen nts at toll bo ooths The T files willl be sent to o the succe essful Prop poser on a monthly ba asis and will contain the following f information  Name  Address L Nu umber  Driver’s License o  Date of occurrence a)  Location (Toll Plaza ount (Includes $2 fee)  Toll Amo mber  UPT Num 3. Other O Autho ority Receiv vables files records wiill vary by tthe type of debt. Som me of the record ds will conta ain:  Name  Address  Debt Am mount d  Invoice date  Descriptiion of debt (services)

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The T files will be sent to o the successful Propo oser on an as needed basis. Du ue to o the infreq quent naturre of this ty ype of debtt, this proccess will be e done on a manual m basis. The Autthority will work with tthe selecte ed proposer to develo op th he best process for tra ansferring th he debt. Estim mated amou unt of place ement Attac chment 4, Estimated E Debt D Volum me, shall pro ovide the P Proposer a g guideline fo or the estimated e amount a of debt d by volu ume and do ollar amoun nt by Progrram Area a as defin ned in Section 2.1, Bac ckground. It is the t goal off the Authority to utiliz ze firms tha at have a d demonstrate ed history o of hiring g, training, developing g, promoting g and retain ning minoriity group m members an nd wom men and to encourage e participatio on by qualif ied certified d Minority a and Women nOwned Busines ss Enterpris se (“M/WBE E”) firms. Secttion 2.2 – Scope S of Services Priorr to an acco ount being forwarded f to t the succcessful Prop poser, the A Authority will send d notification n to the deb btor that the ey owe succh debt to th he Authorityy and failurre to pa ay may res sult in the debt d being turned ove er to a collection age ency. For a all acco ounts referrred, the successful s Proposer will be re equired to perform a all collection activities neces ssary to re ecover all monies du ue to the A Authority a as docu umented by y the Elec ctronic Toll Collection n Systems,, Unpaid T Tolls at To oll Bootths, and oth her Authoritty receivables provide ed. The succcessful Pro oposer musst at all times ope erate in a competent c and professsional manner and m may not usse threa ats, intimida ation or ha arassment in the colllection proccess. The e successfu ul Prop poser will be e required to operate within indu ustry guidelines and a adhere to a all appliicable Federal and State S laws and regullations reg garding deb bt collectio on practtices. The e successfu ul Proposer must rem main in goo od standing with ACA A International thrroughout th he entire Co ontract perio od. The general guiidelines and d services required arre as follow ws: 1) Debtor D Acco ount Establlishment – For Electro onic toll co ollection sysstems for E EZPass Z and Video V Tollin ng . The T Propose er shall: a) Establish h and main ntain an ac ccount for each debto or. For Ellectronic to oll collection n systems for E-ZPas ss, and the e Video Tolling progrram any E EZPass Accounts, A E-ZPass Violations V and Unpaiid Video T Toll Invoice es incurred by a single e debtor, may m be gro uped togetther as dire ected by th he Authority y.

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b) Maintain readily accessible e and readable files containing cred dit authoriza ations and all a written corresponde c ence to and d from the d debtor. Proposer’s d database sso c) Provide the Authorrity with on--line accesss to the P that the Authority can c have re eal-time infformation a about the status of an ny given acc count and handle h custtomer inquiiries directe ed to the Au uthority. 2) Skip S Tracing g 3) Collection C Staffing – the e Proposerr shall have e a collectio on staff that includes: a) Sufficient staff to pe erform all collection c ta asks. All sstaff shall b be hired an nd ned prior to commencing operatio ons. fully train b) A staffing ratio that includes a minimum m of one frront line su upervisor fo or n front line collectors. c every ten o Spanish speaking g collector o on staff. c) At least one e d) Trained employees The T selected d Proposerr shall prov vide annual updates to o the collecction staffin ng plan, subjec ct to the app proval of the e Authority.. C tions – the e Proposer shall: 4) Communica a) Include a toll-free phone p numb ber on all w written corre espondencce to debtorrs that debttors may use u to mak ke inquiries , assert disscrepanciess and lodg ge complain nts. proved calller identification) an nd b) Provide account information (with app paymentt instruction ns to debto ors in respo onse to inq quiries. Th he Propose er shall maintain an automated system s to lo og each de ebtor inquirry and thosse actions ta aken in res sponse to ea ach inquiryy. h procedurres for ha andling de ebtor complaints, disputes an nd c) Establish discrepancies. Th he procedures shall b be provide ed to the A Authority fo or review and approva al not less than t forty-ffive (45) da ays prior to the first da ay of opera ations and shall be modified tthereafter a at the request of th he Authority y. accounts. D Debtors dissputing the eir d) Immediately place a hold on disputed a liability shall not be sent additio onal collecttion noticess. e) Provide the Authority the ab bility to listten to callss relating to Authoritty n efforts either live or via v recorde ed calls. collection

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5) Dispute D Res solution – th he Propose er shall: a) Assist th he Authority y and the NYCSC (iff applicable e) in the rresolution o of debtor diisputes. Th his includes s assigning g a Propose er staff persson who will review each dispute e and work k with the A Authority an nd/or NYCS SC to rende er a decisio on. b) Within es stablished time frame es, notify the debtor off all decisio ons reache ed regarding g disputes. c) Maintain informatio on about ac ccounts tha at have be een dispute ed and the eir outcomes, includin ng lists sp pecifically identifying which disputes arre d, thereby requiring r no o further acction by the e Proposerr, and whicch accepted disputes are rejecte ed, thereby requiring fu urther actio on by the Prroposer. t the Autthority, afte er a spec ified time period, file es that arre d) Return to uncollecttible. Suc ch returned d files sha all contain all debtor informatio on obtained and action ns taken by y the Propo ding, but no ot limited to o, oser includ name, ad ddress, pho one number, action taken on acccount, amou unt due, an nd any notations to the e account. e) Not com mmence litig gation against any de ebtor withou ut the priorr consent o of the Autho ority. B 6) Bankruptcy Cases – the Proposerr shall: a) Upon rec ceipt of a notice n from the Authorrity, NYCSC C, or other source, tha at a debtorr has filed a petition for relief u under any chapter off the federa al bankrupttcy laws, mark m the account to in dicate such h bankruptccy filing an nd cease alll collection activity in connection c with the acccount immediately. b) On receipt of a no otice or ord der of disch harge in th he debtor’ss bankruptccy case, re eturn the file to the Authority marked ass uncollecttible due tto bankrupttcy discharrge. The returned ffile shall ccontain all informatio on relative to the debto or’s bankrup ptcy case. T and Security System 7) Technology a) Provide detailed information on Propo oser’s tech hnology in nfrastructure e, collection n system, software s and security ffeatures. t ability to t place and obtain file es from designated diirectories o on b) Provide the the succe essful Prop poser’s file server s c) Provide a disaster recovery r pla an.

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8) Lockbox Serrvices a) The Proposer must accept att a minimu um paymen nts via cred dit card an nd poser shall detail all payment methods available tto checks. The Prop customers. The Pro oposer must have ad dequate pro ocedures fo or acceptin ng such pay yment meth hods. b) All notice es sent from the Prop poser to the e debtor m must contain n scan line es complian nt with the lo ockbox spe ecifications.. c) The lockbox provide er must acc cept all payyments rega ardless of a amount. st accept payments p vvia credit ccard and/o or Automatiic d) The Proposer mus CH) withdra awals and tthe Propose er must havve adequatte Clearing House (AC epting such payment m methods. procedurres for acce 9) Payments P On O a bi-wee ekly basis, the t Propose er must wirre all funds it has colle ected into a an Authority A ba ank accountt pursuant to t wiring instructions tthat will be provided b by th he Authority y. At the Authority’s A discretion, the Proposser may be e required tto wire w transfe er such fun nds more frequently. f The Autho ority shall request th he successful Proposer P to o hold chec ck payment s for 30 da ays to limit instances o of non-sufficien nt funds. On O a month hly basis, the t Propos ser must se end to the Authority a statemen nt itemizing all payments by the thre ee program m areas (Se ee Section 1.1) that th he Proposer P re eceived fro om debtors s that mon nth and w wire transfe erred to th he Authority, A and the corrresponding g calculatio on of the P Proposer’s fee for tha at month m for such s collec ction work. The A Authority w will then prrocess succh sttatement and remit fe ee paymentt to the Pro oposer purssuant to the e Authority’’s customary payment p pro ocessing sy ystem. Any A Debtor Payments received by b the Auth ority or NY YCSC will b be deposite ed in nto an Auth hority Bank Account. An A update file will be sent to the e successfu ul proposer ind dicating the e payment. The succe essful Prop poser will se end a returrn acknowledgement file so s the Prop poser will ge et credit forr collection efforts. Se ee Attachment A 1 for listing g of Update files. 9) Reporting R an nd Records s The T success sful Propos ser must on n a monthlyy basis elecctronically p provide, at a minimum, m to the Autthority in Excel E file format, th he reports outlined iin Attachment A 5, Minimum m Reporting g Requirem ments. D File Tra ansfers 10) Data

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1. Electronic c Toll Collec ction Systems Debt The Prroposer will w ackno owledge t he receip pt of file es throug gh acknowle edgement files. f The intent is to o confirm p proper tran nsmission o of files by the NYCSC C and the ability to ope en, read an nd process the record ds contained in them. See Attac chment 1 ((Placementt of Files fo or Electroniic ection Syste ems). Toll Colle 2) Unpaid to olls due to the Authoriity from pattrons unable to make payments a at toll booth hs nt by the successful s Proposer tto the Auth hority shall include th he Files sen following g fields:  Total amount du ue  Toll amount a paid d  Toll amount a dism missed  Toll amount a unc collectible  Fee amount a paid d  Fee amount a dism missed  Fee amount a unc collectible  Name e  Addre ess  Driver’s License Number 3) Other Au uthority Rec ceivables The Proposer will work with the Autho ority to devvelop an a approach tto monthly reporting on the status s of this debt type.

F Propos sal Secttion 2.3 – Fee All Proposers P must m provid de an all-in nclusive fee e proposall calculated d as a fixe ed perce entage of all a monies collected, c by filling outt mandatoryy Attachme ent 6, Pricin ng Shee et. Such fe ee proposa al shall inco orporate alll costs for providing a all collectio on serviices require ed in this RFP. R The fixed f perce entage shall be for the e entire term m of the e contract. No add on n fee to the debtor will be conside ered.

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ARTIC CLE III – Proposal P Requirem ments Secttion 3.1 – Content C of Proposal The following is s a list of the information that ea ach Proposser must prrovide. Th he Authority reserv ves the righ ht to, in its discretion, d d disqualify a proposal th hat does no ot include all of the e informatio on required below. To expedite e the e review off submissions, the Autthority requ uests that tthe proposa al be su ubmitted in a binder with w the matterial separa ated by tab bs numbere ed/lettered tto matc ch the spec cific informa ation reque ested below w; provided,, however, that the fe ee arked “Fee proposal shall be submitted in a separate s en nvelope ma e Proposal”. Addittional inforrmation, if any, should be subm mitted in a separate binder. N No inform mation bey yond that sp pecifically requested r iss required, and Propo osers shoulld keep p their subm missions to the shortest length co onsistent w with making g a complette prese entation, not n to exce eed 50 pa ages. Succh page liimit shall a apply to a all inform mation thatt must be submitted s except e the fee propossal and thosse materialls required by para agraph C(7 7) and parag graph D of this Section. A. Cover Letter – A cover lettter, which iss an integrral part of th he proposa al, must be signed by the ind dividual or iindividuals authorized d to bind th he Propo oser contra actually. Th he letter mu ust indicate for each siignatory tha at the signer is so authorized d and the tiitle or posittion the sig gner holds iin the Proposer’s P organizatiion. The cover lettter shall include th he follow wing: 1) Th he Propose er’s name,, nature o of organiza ation (e.g. corporation n, pa artnership, etc.), locattion of main office - a address, te elephone/fa ax nu umbers an nd e-mail address (if applicable) – and the name e, bu usiness address, tele ephone/fax numbers a and e-mail address ((if ap pplicable) of o the pers son within tthe organizzation who o will be th he Au uthority's prrimary conttact concern ning the pro oposal. 2) A statement that the prroposal is a an irrevoca able offer fo or 120 dayys fro om the da ate when proposals are due, or longerr by mutua al ag greement. 3) A statement that the Prroposer is rready, willing and able to provid de d services in a timely m manner upo on reasonable notice. the proposed 4) Th he identity of the key managem ment and supervisoryy personne el wh ho will be assigned to provide e the servvices descrribed to th he Au uthority.

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5) A statement that if awa arded the C Contract, th he Proposer’s provisio on off services to o the Autho ority will nott create any conflict o of interest fo or the Proposer. If the Proposer P b elieves tha at a conflicct of interesst he nature off the conflicct should be e described d. may arise, th B. Statement of Proposal P – each prop posal shall contain th he followin ng inform mation rega arding the services s to b be provided d: 1. A detailed wo ork plan to conduct all collection activities n necessary tto re ecover debtt from the three program areas as defined d in Sectio on 1.1. Such work w plan shall incllude all o of the guid delines an nd re equirements s set forth in n Article II o of this RFP P as well ass the specifiic prrocedures, methods, schedules, s software, sstaffing, equ uipment an nd co ontrols Proposer will use to perrform such activities. The worrk plan shall inc clude, but not n be limite ed to, the fo ollowing info ormation: cing Plan: i) Skip Trac a) Provid de a detaile ed plan of what skip tracing tecchniques will be us sed for collection atte empts on A Authority d debt. If th he techniiques will va ary by debtt amount, p please speccify. ii)

Collectio on Staffing Plan: P a) Provide a detaile ed staffing plan

an: iii)) Communications Pla a) Descrribe in detaiil what the sspecific colllection metthods will b be utilized to collectt Authority d debt. If the e collection ns efforts will vary by b debt amo ount or type e, please sp pecify, 2. Fe ee Proposa al- utilizing Attachmen nt 6, Pricing g Sheet in accordancce wiith Section 2.3-Fee Prroposal of th his RFP. C. Statement of Qu ualifications s – each prroposal sha all contain tthe followin ng inform mation rega arding the Proposer’s qualifica ations to provide succh servic ces: 1) A brief histo ory and de escription o of the Pro oposer’s orrganizationa al structure inclluding size,, scope of sservices, ca apability an nd area(s) o of sp pecialization n. etailed do ocumentatio on of the e Proposerr’s qualificcations an nd 2) De ex xperience re elated to the e scope of w work require ed by this R RFP.

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3) Th he resumes s of key management and supe ervisory perrsonnel wh ho wiill be directly assigned d to provide e the servicces to the A Authority an nd a description n of the specific s fun nction eacch will perfform. Thiis s include each individual’ss qualifying experiencce infformation should to perform th he services assigned a and his/herr position a and length o of se ervice with the t Proposer. 4) A client list including a detailed d escription of the size, total dolla ar va alue, and specific s serrvices proviided for ea ach client tto which th he Prroposer pro ovided similar service es within th he past five (5) yearss; sp pecify the name, n addrress and te elephone nu umber of th he individua al re esponsible at the client organiza ation for th he supervission of succh se ervices. 5) A list of at lea ast three (3 3) reference es. xamples off Proposer’s s collection n efforts in other relevvant industrry 6) Ex types (i.e., otther tolling authorities , governme ent, utility, e etc.) for th he offfice that you will be propo osing the Authority’s debt b be pllaced. Inforrmation sha all include: ount of deb bt placed 1. Total amo ount of deb bt collected 2. Total amo 3. Time fram me opies of the Proposerr’s audited financial sstatements for the passt 7) Co tw wo years. If a Pro oposer doe es not ha ave audite ed financia al statements, Proposer P should subm mit any fina ancial statem ments that it do oes have (e e.g., lines of o credit, sttatements ccompiled byy an outsid de ac ccounting firm, f etc.) and a any oth her informa ation Propo oser feels iis pe ertinent in establishing the e financial stabilitty of itts oser has questions about wha bu usiness/org ganization. If a Propo at ev vidence of the Propos ser’s financcial stabilityy will be accceptable tto the Authority y, the Propo oser should d communiicate with the Authoritty ontact perso on identifie ed as a Purrchasing rep on co presentativve in Sectio 1.3 hereof. D. Otherr Required Materials – each pro oposal musst include the followin ng requirred materia als, completely filled o out and exe ecuted by th he individua al or ind dividuals who w signed the cover letter and are authorrized to bin nd the Proposer contractually:

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1) Ne ew York State Finance e Law §§ 1 39-j and 13 39-k Disclossure of Prio or No on-Responsibility Dettermination ns (Supplem ment 1) – New Yorrk Sttate Financ ce Law § 139- k re equires tha at Propose ers disclosse fin ndings of non-respons n sibility mad de within th he previouss four yearrs by y any gov vernmental entity wh here such prior findiing of non nre esponsibility y was due to a violatio on of New Y York State F Finance Law w §1 139-j or the e intentional provision of false or incomplete e informatio on to a governm mental entity y. 2) Ce ertificate off Complianc ce with the e Authority/C Corporation n Guideline es Contacts During a Procureme Re egarding Permissible P ent and th he Prrohibition of o Inapprop priate Lobb ying Influence (Supplement 2) – Ne ew York State S Finan nce Law § 139- j re equires that Proposerrs ce ertify that th hey have read, r unde rstand and d agree to comply witth the Authority y/Corporatio on Policy Regarding Permissib ble Contactts uring a Procuremen P nt and th he Prohibition of In nappropriatte Du Lo obbying Inflluence. 3) a. Vendor Responsibiility Quest ionnaire (S Supplemen nt 3) – th he Au uthority’s Procuremen P nt Policy provides tthat the A Authority will aw ward procu urement contracts c fo or services to resp ponsive an nd re esponsible Proposers on the bassis of bestt value. Th he Authoritty us ses the info ormation prrovided by Proposerss on this Questionnairre to assist it in making a determinati d ion of respo onsibility off a propose ed Co ontractor. OR O b. If Propo oser submitted a co ompleted V Vendor Re esponsibilitty Questionnairre to the Authority A w within the p past twelve e months iin co onnection with w an Au uthority pro ocurement, and if Prroposer wa as aw warded a contract c as a result o of such procurement, and if therre ha ave been no material change es to the informatio on Propose er prrovided on n the pre eviously su ubmitted V Vendor Re esponsibilitty Questionnairre, then Proposer P m may submitt a Certificate of N No Ch hange (Su upplement 4) along with a co opy of the e previouslly su ubmitted Ve endor Resp ponsibility Q Questionnaire in lieu o of submittin ng a new Vendo or Respons sibility Quesstionnaire. 4) ST T-220-CA New N York State Depa artment of Taxation a and Financce Co ontractor Certification C (Supplem ent 5) – S Section 5-a of the New w Yo ork State Tax Law, and regu lations, bu ulletins and d guideline es prromulgated thereunde er, require e that the Authority collect thiis infformation fo or contracts s with a vallue in excesss of $100,000.

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S n of Propo osal Secttion 3.2 – Submission A Prroposer must submit 6 copies of its proposa al to the Au uthority con ntact perso on identtified as a Purchasing g representative in Se ection 1.3 h hereof on o or before th he due date d for pro oposals sett forth in Se ection 1.2 o of this RFP. All boxess, packagess, and envelopes containing g proposals s should be e clearly la abeled with h Proposer’’s name e and this RFP title and numberr (located o on the title page of thiis RFP). A All boxe es, package es and envelopes con ntaining fee e proposalss should be e additionallly labelled with the e notation “F Fee Propos sal”. The Authority is s not obliga ated to acce ept any pro oposal rece eived after tthe proposa al due date. A Proposer P may withdraw w or modifyy a proposa al any time e prior to th he ate by send ding written n notificatio on to the Au uthority con ntact perso on proposal due da P representa ative in Secction 1.3 he ereof. A Prroposer ma ay identtified as a Purchasing there eafter re-su ubmit a previously with hdrawn pro oposal if do one so by tthe proposa al due date. d s not be b liable for any costts incurred by a Prop poser in th he The Authority shall preparation of a proposal.. By submitting a pro oposal, a P Proposer acccepts that it n make any claims s for or ha ave any rig ght to dam mages beca ause of an ny will not misin nterpretation or misun nderstandin ng of the s ervices req quested or because o of any lack l of inforrmation. All proposals su ubmitted in response to t this RFP P shall beco ome the pro operty of th he Authority. A Prroposer sho ould mark those t sectio ons of its p proposal tha at it believe es conta ain proprietary informa ation. The Authority re eserves the e right to m make its own n, indep pendent de etermination n as to whe ether material so marrked is pro oprietary; th he Authority will giv ve proprietary treatmen nt only to tha at material w which it hass determine ed to be e proprietary. Furthe er, the Auth hority’s response to third party requests fo or inform mation contained in a proposal shall s be govverned by New York State Public Officers Law Artticles 6 and 6-A, as applicable. Th he return off proposals not selecte ed for aw ward shall be b in the sole discretion n of the Autthority. The Authority A does not acc cept propos sals by telegraph, fax or electronic means.

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ARTICL LE IV – Ev valuation of Propo osals Secttion 4.1 – Overview O An Evaluation E Committee C comprised d of Authorrity staff wiill review a and evaluatte each h of the properly subm mitted writte en proposals. The purrpose of the e evaluatio on proce ess, which will be co onducted as set forth in this Arrticle, is twofold: (1) tto exam mine the re esponses for f complia ance with tthis RFP; a and (2) to identify th he proposals that will w provide e the best value v to the e Authority pursuant to o the criteriia set forth f in Se ection 4.3. The eva aluation pro ocess mayy also incllude, in th he Authority’s solle discretion, refere ence checcks, oral presentatio ons, facilitty inspe ections and d/or intervie ews with sellected Prop posers. Secttion 4.2 – Preliminary P y Review A. Each proposal will w be date and time sttamped wh hen received. ewed to de termine if they conta ain all of th he B. All prroposals will be revie requirred elemen nts specifie ed in this R RFP. The Authority rreserves th he right to, t in its dis scretion, dis squalify with n a proposa al hout further evaluation that does d not me eet all of the e RFP requ uirements. Secttion 4.3 – Evaluation/ E /Criteria n Committe ee will eva aluate each h proposal using the e criteria fo or The Evaluation ction set forrth below, not n necessa arily in priorrity order: selec A. The Proposer’s P approach a to o and work p plan for pro oviding the sservices. B. Fee schedule s C. Demo onstrated re ecord of th he Propose er’s experie ence and capability tto perforrm required d services. D. The qualification q ns, experience and a availability o of the Prop poser’s lea ad perso on(s) and otther staff who w would b be assigned d to provide e services tto the Authority.

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O Presen ntations/Interviews/Fa acility Inspe ections Secttion 4.4 – Oral The Authority reserves r th he right to require so me or all P Proposers to give ora al entations re egarding th heir proposals or to a ppear befo ore the Auth hority for a an prese interv view. The Authority A also reserve es the right to require a facility insspection at a Prop poser’s loca ation. The Authority A shall s not be e liable for any costs a Propose er incurrs in association with such s presen ntations/inte erviews/insspections. The purpose of the oral presentatio on/interview w/facility insspection is to give th he Authority an op pportunity to o pose any y questionss that may have arisen during th he revie ew process s and to give the Pro oposer an opportunityy to elaborrate on how w spec cific services will be fu urnished an nd its abilityy to deliver those servvices. In th he even nt the Autho ority decide es to imple ement this stage of th he evaluatiion processs, further information will be provided p to o affected P Proposers. Secttion 4.5 – Selection S of o Proposer(s) The Authority, as best su uits its interests, mayy at any tim me enter in nto Contracct nego otiations wiith more than one Proposer. P The Auth hority will notify thosse Prop poser(s) so selected fo or Contract negotiation ns. The Authority A will w provide all a Propose ers with a N Notice of Te entative Con ntract Awarrd which indicates s the successful Proposer(s) to o which the Authorityy intends tto awarrd a Contra act. An unsuccessfu u ul Propose er may request a deb briefing witth Authority staff to t discuss the reason ns that its p proposal w was not sele ected for a an r for a debriefing must be e made within 10 business dayys awarrd. Such request from the date of the Nottice of Ten ntative Con ntract Awarrd and dire ected to th he Authority contac ct person id dentified as s a Purchassing repressentative in Section 1..3 hereof. s not be e bound in any a way to o a Propose er until a fo ormal writte en The Authority shall een duly ex xecuted by the t Authority and approved by th he New Yorrk Conttract has be State e Office of o the Com mptroller. Upon exe ecution of the Conttract, publiic anno ouncements s or news releases pe ertaining to o the Contrract shall n not be mad de witho out the Auth hority’s prio or written co onsent. Pro oposers are e hereby on n notice tha at gene erally the Authority A will w not gran nt permission for pub blic announ ncements o or news s releases and will lim mit the use of the Autthority’s na ame by a C Contractor tto referrences only y.

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A Procureme ent Rights Secttion 4.6 – Additional of a propo By submission s osal, the Proposer accknowledge es and agre ees that th he Authority reserv ves the righ ht to: 

Accept or o reject any y or all prop posals receiived in resp ponse to thiss RFP.



Reject any a propos sal where th he Authoritty finds tha at the Propo oser is non nrespons sible under State Finance Law §§ § 139-j or 139-k or another Statte agency or authority y has found d the Prop poser non-re esponsible under Statte Finance e Law §§ 13 39-j or 139-k k within the prior four (4 4) years.



Correct any arithme etic errors in n the propossals.



Waive informalities s and excus se minor irrregularitiess contained in proposa al sions. This waiver sha all in no w way modify the RFP o or excuse a submiss Propose er that en nters into a Contracct with the Authoritty from fu ull compliance with the RFP.



Request that Prop posers clarrify elemen ts in their proposals and subm mit revised proposals that t incorpo orate such clarification ns.



Negotiatte Contract terms with the Proposser(s) that b best serve the interestts of the Authority, A co onsistent witth RFP requirements, statutory re equirementss, and Authority policies and proc cedures.



Contactt any clien nts on the e Proposerr’s client list and/orr reference es furnishe ed as partt of the proposal, p w with the understandin ng that th he Authoritty will keep such conta acts confide ential.

P Secttion 4.7 - Grievance Policy As in ndicated in Section 1.3 3, all questions or conccerns regarding this R RFP must b be direc cted to the Authority contact person n identified d as a Purchasin ng repre esentative. If a Propo oser believe es that a q question or concern has not bee en satisfactorily ad ddressed, Proposer P may m obtain a copy of the Authorrity’s Vendo or est Procedu ure at: Prote http:///www.thruw way.ny.gov v/business/p purchasing//vendor-pro otest.html or by y contacting g the Direc ctor of Purc chasing at P.O. Box 1 189, Albanyy, New Yorrk 1220 01-0189, Atttn: Vendor Protest.

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AR RTICLE V – Contra act Terms s and Co onditions Selected Propo oser(s) will be required d to enter into a Conttract with the Authoritty that includes, i bu ut is not lim mited to, the e terms set forth in thiss Article. Secttion 5.1 - Contract C Te erm The Contract shall be for a term of three t yearss. In addittion, the Au uthority sha all have e the option n, in its solle discretio on, to renew w the Conttract for on ne additiona al two-y year term. Secttion 5.2 – In ndependen nt Contrac ctor The Proposer is and sha all be, in all respectts, an inde ependent ccontractor iin perfo orming serv vices pursuant to the Contract. C In n accordancce with its sstatus as a an indep pendent co ontractor, th he Proposerr shall cove enant and a agree that n neither it no or its ag gents and/o or employee es will hold itself or the emselves o out as or cla aim to be a an office er or emplo oyee of the Authority, and that ne either the P Proposer no or its agentts and employees e e any claim m, demand o or applicatio on to or forr any right o or shall make privilege applica able to an officer or employee e o of the Autho ority, includ ding, but no ot limite ed to Workers’ Compe ensation co overage, Unemployme ent Insuran nce benefitss, Socia al Security coverage or o Retireme ent System membersh hip or creditt. P Equipmen nt and Sup pplies Secttion 5.3 – Personnel, The Proposer shall provid de all reso ources, perrsonnel, eq quipment a and supplie es nece essary to perform serv vices pursu uant to the e Contract. If in orde er to provid de such h services the Propose er must ma ake an exte ernal conne ection to the e Authority’’s data communications infra astructure and/or a acce ess Authoritty information systemss, the Proposer shall in all a respects s comply with all A Authority p policies an nd edures reg garding suc ch connecttions and iinformation n systems access an nd proce unde ertake whattever action ns are nec cessary in the discrettion of the Authority tto ensu ure such compliance c . The Prroposer sh all be ressponsible fo or all costts asso ociated with h ensuring that t its own n network ssecurity me easures com mply with a all Authority policie es and proc cedures reg garding exte ernal conne ections. R nts Secttion 5.4 - Insurance Requiremen A. The Proposer P must m procure e prior to ccommencem ment of work under th he Contrract, and maintain until u the C Contract iss complete ed and th he Autho ority has ac ccepted all work w perforrmed thereu under, insu urance of th he kinds and in the e amounts specified herein, covvering all sservices an nd opera ations unde er the Contract, wheth her perform med by the Proposer o or its subcontractorrs, in accorrdance with h the following conditio ons:

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1) Alll insurance e required by b the Conttract shall b be obtained d at the solle co ost and exp pense of the e Proposer.. e required by the Co ontract sha all be main ntained witth 2) Alll insurance insurance ca arriers licen nsed to do business in n New Yorkk State, an nd ac cceptable to t the Auth hority, with h an A.M. Best rating g of “A-” o or be etter. 3) Alll insurance e required by the C Contract shall be prim mary to an ny Au uthority ins surance po olicy or A Authority se elf-insurancce program m, wh hich shall be b excess and a non-con ntributory. he Proposer shall fu urnish the Authority with Certtificate(s) o of 4) Th Insurance on ACORD Form 25,, accompa anied by th he Authoritty Su upplementa al Insurance Certificatte (Exhibit 2 – TA-W5 51343-9), fo or ea ach insurance carrie er involved. Such C Certificate(s) shall b be ex xecuted by y a duly authorized a representa ative of the e insurancce ca arrier, certiffying such authorizatio on and sho owing compliance witth the Authoritty’s insura ance requirrements sset forth h herein. Th he hall furnish the Au uthority with a cop py of eacch Prroposer sh En ndorsemen nt required herein. h For work to be e performed d within New w Yo ork State, proof p of Wo orkers’ Com mpensation and Disability Benefitts Insurance shall s be indicated on the appropriate e Workerss’ Co ompensatio on Board form; ge enerally C C-105.2 fo or Workerss’ Co ompensatio on and DB--120.1 for N NYS Disabillity Benefitss. 5) Alll policies, by b specific Endorseme E ent, shall prrovide for w written noticce to the Auth hority no less than thirty (30 0) days p prior to th he ca ancellation, nonrenew wal, or matterial altera ation of any insurancce po olicies refe erred to the erein. Any such no otice shall be sent b by ce ertified ma ail to: In nsurance Compliance Section, Office o of Investments and Asse et Managem ment, New w York Sta ate Thruwa ay Au uthority, P.O O. Box 189 9, Albany, N New York 1 12201-0189 9. e policies utilized for Autho ority projeccts contaiin 6) If insurance eductibles or Self-In nsured Retentions (S SIRs), the ey must b be De de eclared as such with h applicable e levels on the Certtificate(s) o of Insurance an nd the Authority Sup pplemental Insurance e Certificate e. Th he Authority y has the option o to acccept or rejject the De eductibles o or SIIRs, or the e Proposerr itself, or to impose additional security o or otther require ements, in n view of the Autho ority’s prefference tha at insurance policies p uttilized forr Authorityy projectss have n no De eductibles or o SIRs.

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7) Th he Propose er shall prov vide certifie ed copies off all declara ations page es orr of the in nsurance policies p the emselves, upon requ uest by th he Au uthority, witthin twenty (20) days o of such request. 8) Fa ailure of the Authority to dem mand such h certificate es, policiess, en ndorsements, or other evidencce of full compliancce with th he Au uthority’s in nsurance requiremen r ts, or failu ure of the Authority tto identify a deficiency from f evide ence that iis provided d, shall no ot co onstitute or be constru ued as a w waiver of the e Proposerr’s obligatio on to maintain such s insurance. 9) Fa ailure to maintain m the e required iinsurance, and failure e to provid de prroof of such h coverage e to the Authority at itts request, may, in th he Au uthority’s so ole discretio on, result in n terminatio on of the Co ontract, or iin de elay or stop ppage of pa ayments. 10) If the Propo oser fails to mainta ain the req quired insurance, th he Au uthority sha all have the right, bu ut not the o obligation, to purchasse sa aid insurance at the Proposer’s P expense. The Proposer agree es that all prem miums, co osts, and e expenses associated d with succh pu urchase, or the reco overy of th hose purch hase amou unts by th he Au uthority, sh hall be deducted from m the Propo oser’s paym ments unde er the Contractt, or by an ny other la awful mean ns, including deductio on fro om any current or future contractt with the Authority. 11) By y requiring insurance, the Authorrity does no ot representt that certaiin co overages and a limits will w necess arily be ad dequate to protect th he Prroposer, an nd such co overages a and limits sshall not be e deemed a lim mitation on the Propos ser’s liabilityy under the e indemnitie es granted tto the Authority y under any provision o of the Contract. he Propose er and its subcontract s tors shall w waive all rig ghts againsst 12) Th the Authority y and its ag gents, office ers, directo ors, and em mployees, fo or re ecovery of damages d to o the exten nt these damages are e covered b by the CGL policy, as requ uired. 13) Th he Propose er shall prrovide a co opy of the Authority’ss Insurancce Re equirementts to its insu urance prod ducer(s) an nd insurancce carrier(s)). 14) Th he Propose er shall require that an ny approve ed subcontrractors carrry insurance with the same e limits and d provisionss set forth h herein. B. The specific s typ pes and am mounts of in nsurance th hat the Pro oposer musst provid de pursuan nt to the Contract are a as follows:

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1) Co ommercial General Liability In nsurance – The Pro oposer sha all maintain Com mmercial General G Liab bility (CGL)), with no le ess than th he following limiits and cove erages: Ea ach Occurrence Limit:

$1,000,0 000

General Aggregate:

$2,000,0 000

Prroducts/Com mpleted Op perations A Aggregate:

$2,000,0 000

Pe ersonal/Adv vertising Injjury Liabilityy:

$1,000,0 000

Fire Damage e Legal Liab bility:

$ 100,0 000

Medical Expe ense:

$

5,0 000

CG GL Insura ance shalll cover liiability arising from m premisess, op perations, independent co ontractors, productts/complete ed op perations, personal injury, advvertising in njury, and contractua al lia ability. Th he Authority y shall be included ass an Additio onal Insured d, using ISO O Ad dditional Insured Endo orsement C CG 20 10 1 11 85 or itss equivalen nt, un nder the CG GL policy. 2) Prrofessional Liability or o Errors a and Omissions Insura ance – Th he Prroposer sh hall mainta ain Professsional Lia ability or Errors an nd Omissions In nsurance with w a limit o of no less than $2,000 0,000. Succh insurance sh hall apply to o professio onal acts orr omissionss arising ou ut off the scope of services s covered b by the Contrract. 3) Workers’ W Co ompensatio on & NYS Disability Benefits In nsurance --Th he Contrac ct shall be void and o of no force and effectt unless th he Prroposer sha all provide and mainta ain coverag ge during th he life of th he Co ontract for the benefit of such e employees as are req quired to b be co overed by the Worke ers’ Compe ensation/Disability Be enefits Law w. Th he Propose er must prrovide proo of of exem mption, certtified by th he Workers’ W Co ompensatio on Board, to obtain n a waive er from th he re equirements s of this pro ovision.

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L Secttion 5.5 – Liability The Proposer shall s be re esponsible for all dam mage to life e and prop perty due tto negliigent or ottherwise to ortious acts s, errors o or omission ns of the Proposer iin conn nection with its serv vices under the Con ntract. Fu urther, it is expresslly unde erstood that the Propo oser shall indemnify and save h harmless th he Authoritty and/o or the State e of New York, Y as the eir interestss may appe ear, from cclaims, suitss, actio ons, damag ges, and co osts of eve ery name a and descrip ption resulting from th he negliigent performance of the services of the P Proposer o or the quality of good ds proviided under the Contra act, and suc ch indemnitty shall not be limited b by reason o of enum meration of any insura ance covera age herein p provided. H However, the Propose er shall not be req quired to ind demnify the e Authority for that po ortion of anyy claim, suiit, actio on, damage e or cost wh hich arises due to the e negligent act or omiission of th he Authority and shall s not be e required to t indemniffy the State e of New Y York for tha at portio on of any claim, suit, action, damage o or cost which arises due to th he negliigent act orr omission of o the State e. The provvisions of th his section sshall survivve the expiration e or terminatio on of the Co ontract. E Secttion 5.6 – Ethics Durin ng the term m of the Con ntract the Proposer shall not enga age any pe erson who iss, or ha as been att any time, in the employ of the e Authority or New York State tto perfo orm service es under th he Contractt in violatio n of: the p provisions o of the Publiic Offic cers Law, otther laws applicable to o the servicce of curren nt or formerr Authority o or New York State e employee es, and/or th he rules, re egulations, opinions, g guidelines o or polic cies promullgated or issued by the New Y York State Joint Com mmission o on Public Ethics (J JCOPE), (collectively, “Ethics Pro ovisions”). The Propo oser certifie es that all of its em mployees who w are form mer employyees of the Authority o or New Yorrk e and who are assigned to perrform services under the Contra act shall b be State assig gned in acc cordance with all Ethic cs Provision ns. Furtherr, during the e term of th he Conttract, no pe erson who is employe ed by the P Proposer a and who is disqualifie ed from providing services s un nder the Co ontract purssuant to anyy Ethics Prrovision ma ay share e in any net revenues the Propos ser derives from the C Contract. p the e Authority with noticce of thosse The Proposer shall identify and provide Prop poser emplo oyees who o are forme er employees of the A Authority o or New Yorrk State e and will be assigned d to perform m services u under the C Contract. T The Authoritty may request tha at the Prop poser provid de it with w whatever infformation the Authoritty deem ms approprriate about each such h person’s engageme ent, work ccooperativelly with the Authorrity to soliciit advice fro om the JCO OPE, and, if deemed appropriatte by th he Authority y, instruct any such pe erson to see ek the opiniion of the JCOPE. Th he Authority shall have the right to cancel or term minate the C Contract att any time if any work w perforrmed underr the Contra act is in con nflict with an ny Ethics P Provision.

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C ality and Non-Disclos sure Secttion 5.7 – Confidentia A. “Conffidential Infformation” means m anyy informatio on not gene erally know wn to the public, whether w orral or writtten, that th he Authoritty claims iis confid dential and d discloses to the Pro oposer so that the Proposer ca an uant to the Contract. Confidentia provid de services s to the Authority pursu al Inform mation ma ay include, but is n not limited d to, operrational an nd infras structure infformation relating r to: bid docum ments, planss, drawingss, specifications, reports, r pro oduct infor mation, an nd data; bu usiness an nd securrity process ses and pro ocedures; p personnel and organiza ational data a, and financial sta atements; in nformation system IP a addresses, passwordss, securrity controls, architec ctures and designs; and such other data a, inform mation and images th hat the Au uthority dee ems confidential. Th he Autho ority will ide entify written Confiden ntial Informa ation by ma arking it witth the word w “Confid dential” and d will identiffy oral Confidential Infformation a as confid dential at th he time of disclosure d to o the Propo oser. ormation do oes not inclu ude informa ation which h, at the tim me B. Confidential Info e Authority disclosure to the Pro poser: (a) is already iin the publiic of the doma ain or becom mes publiclly known th hrough no a act of the P Proposer; (b b) is info ormation th hat the Auth hority has a approved in n writing for disclosure e; or (c)) is required to be dis sclosed by the Proposser pursuant to law sso long as the Prroposer prrovides the e Authorityy with notiice of succh disclo osure requirement and d an opport rtunity to de efend prior to any succh disclo osure. C. The Proposer P may m use Con nfidential In nformation solely for th he purpose es of pro oviding serrvices to th he Authorityy pursuant to the Contract. Th he Propo oser shall not n make co opies of an ny written C Confidentiall Informatio on without the exprress written n permissio on of the Au uthority. Th he Propose er s Conffidential Infformation w with third pa arties that a agree to th he may share confid dentiality provisions p of o the Con ntract and are necesssary to th he Propo oser’s prov vision of services s to o the Auth hority pursu uant to th he Contrract (e.g. co onsultants and subcon ntractors); however, th he Propose er shall share only y that Confiidential Info ormation th hat is necessary to th he velopment of o its contrib bution to th he Proposer’s provisio on third party’s dev of services to th he Authority y pursuant to the Con ntract. The e Authority’’s disclo osure of Co onfidential Information to the Pro oposer shall not conve ey to the e Proposer any right to o or interesst in such C Confidentiall Informatio on and the t Authority shall re etain all rig ght and title e to such Confidentia al Inform mation at alll times.

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D. The Proposer shall s hold Confidentia al Information confide ential to th he maxim mum exten nt permitted by law. The Proposer shall safeguarrd Confidential Info ormation with w at lea ast the sam me level o of care an nd securrity, using all reasonable and necessarry securityy measuress, devic ces and pro ocedures th hat the Pro oposer use es to maintain its ow wn confid dential inforrmation. E. Upon n the written n request of o the Autho ority, the P Proposer sh hall return a all writte en Confiden ntial Informa ation to the Authority. N York State S Finan nce Law §§ § 139-j and d 139-k Cerrtification Secttion 5.8 – New e of the Contrract, Propo oser will certify that alll informatio on Propose er By execution has provided to o the Autho ority with respect to N New York State Finance Law § §§ 139-jj and 139-k k is complette, true and d accurate. Secttion 5.9 – Irran Divestm ment Certiification By execution off the Contra act, Propos ser will certtify each pe erson and e each perso on y certifies, and in the case of a joint bid o or signing on behalf of any other party partn nership eac ch party the ereto certifie es as to itss own organization, un nder penaltty of pe erjury, that to t the best of its know wledge and belief, thatt each persson is not o on the liist created pursuant to o paragraph h (b) of sub bdivision 3 of Section 165-a of th he State e Finance Law. L Secttion 5.10 – Suspensio on, Abando onment an nd Termina ation Subject to the specific s pro ovisions of Sections 5 5.11 B. and d C. hereoff addressin ng susp pension and d terminatio on for non-responsibiility, the Au uthority sha all have th he right, in its solle discretio on, to posttpone, susp pend, aban ndon or te erminate th he y time and for any reason, and such actio on shall in n no event b be Conttract at any deem med a breach of contrract. This in ncludes the e Authority’s right to te erminate th he Conttract in the e event the Authority y finds tha at the certtification m made by th he Prop poser in acc cordance with w New York Y State Finance La aw §§ 139--j and 139--k was intentionally false or o intention nally incom mplete. This also in ncludes th he Authority’s rightt to termina ate the Con ntract at an ny time in tthe event the Authoritty finds s that the Proposer P is s non-respo onsible or has failed to accurattely disclosse vend dor responsibility info ormation. . If the Au uthority terrminates th he Contracct beca ause of a breach by the Con ntractor, th he Authoritty may co omplete th he requirements of o the Conttract in an ny way it d deems advvisable and d pursue a all edies availa able at law, in equity and under th his Agreem ment. reme

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In the event the e Authority y exercises its right to o postpone,, suspend, abandon o or terminate the Contract, Proposerr must w within ten (10) dayys of succh postp ponement, suspension n, abandon nment or te ermination d deliver to the Authoritty all re ecords, do ocuments and a data pertaining p to servicess rendered d under th he Conttract. In the event the e Authority exercises its right to postpone, suspend, abandon, o or C for convenience, due tto no fault of the Con ntractor, th he terminate the Contract Authority will fiix the valu ue of the work w perforrmed as o of such posstponemen nt, susp pension, ab bandonmen nt or term mination da ate, as ve erified by audit, an nd comp pensate the e Proposer accordingly y. bility Provis sions Secttion 5.11 – Responsib A. General G Res sponsibility y Obligatio ons d the term of th his Agreem ment remaiin The Contractorr shall at all times during onsible. Th he Contracttor agrees if requested d by the Exxecutive Director of th he respo Authority, or his or her designee, d to t present evidence o of his conttinuing lega al ority to do business in New Yo ork State, iintegrity, exxperience, ability, prio or autho perfo ormance and organizattional and financial cap pacity. B. Suspension S n of Work fo or Non-Res sponsibilitty D of the Authoriity, or his o or her desig gnee, in hiss or her solle The Executive Director ght to suspe end any or all activitiess under thiss Agreemen nt discrretion, reserrves the rig at an ny time wh hen he or she discov vers information that calls into q question th he respo onsibility of the Contractor. In the event of su uch suspension, the Co ontractor w will be giiven written n notice outllining the pa articulars off such susp pension. Up pon issuancce of su uch notice, the t Contrac ctor must co omply with tthe terms o of the suspe ension orde er. Conttract activity y may resum me at such time as the Executive e Director, or his or he er desig gnee, issue es a written notice autthorizing a resumption n of perform mance unde er this Agreement. A C. Termination T n for Non-R Responsibiility Upon n written no otice to the e Contractorr, and a re easonable o opportunity to be hearrd with appropriate e Authority officials or staff, this A Agreement may be te erminated b by the Executive E Director D of the Authority y, or his orr her design nee, at the Contractor’s expe ense where e the Contrractor is de etermined by the Exe ecutive Dirrector of th he Authority, or his or her designee, d h event, th he to be non-responsible. In such Exec cutive Direc ctor of the Authority, or his or her design nee, may ccomplete th he contrractual requ uirements in n any manner he or she e may deem m advisable e and pursu ue available legal or o equitable remedies fo or breach.

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Secttion 5.12 - Standarrd Contra act Clause es, Appen ndices, Ex xhibits and Supp plements The Appendices listed below and atttached herreto will be e incorporatted into an nd made e a part of the t Contrac ct. Propose er must com mplete and submit Exhibit 2 to th he Authority prior to commen ncement off work und der the Con ntract. Pro oposer musst comp plete and submit s Sup pplements 1, 2, 3 orr 4, 5 and Attachmen nt 6 with itts proposal. Appe endix A

Standard Clauses

Appe endix C

Inventions Policy

endix D Appe

C n Requirem ents (TAP--372) Network Connection

Exhiibit 1

Thruway Authority//Canal Co rporation Guidelines Regardin ng ent and the Permissib ble Contactts During a Procureme e Prohibitio on of Inappro opriate Lob bbying Influe ence

Exhiibit 2

Authority Supplemen ntal Insuran nce Certificcate (TA-W5 51343-9)

Supp plement 1 New York k State Finance Law §§ 139-j an nd 139-k D Disclosure o of Prior Non n-Responsib bility Determ minations Supp plement 2 Certificate e of Com mpliance with the Authority//Corporatio on Guideline es Regard ding Perm missible Contacts During a Procurem ment and the t Prohib bition of In nappropriatte Lobbyin ng Influence Supp plement 3 Vendor Responsibili R ty Question nnaire Supp plement 4 Certificate e of No Cha ange plement 5 ST-220-C CA New York Y State e Departm ment of Ta axation an nd Supp Finance Contractor C Certification C n Attac chment 1

Placemen nt of Files fo or Electronic Toll Colle ection Systtems

Attac chment 2

Negative Account Balance C Collectionss – Interfa ace Contro ol Documen nt

Attac chment 3

Violation Collection File Interfacce Control Document

chment 4 Attac

Estimated d Debt Volu ume

chment 5 Attac

Minimum Reporting Requireme ents

Attac chment 6

Pricing Sh heet

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APPENDIX A Standard Clauses

TAP-326 (04/2013)

APPENDIX A Standard Clauses For New York State Thruway Authority And New York State Canal Corporation Procurement Contracts The parties to the attached contract, license, lease, amendment or other agreement of any kind (“the contract” or “this contract”) agree to be bound by the following clauses which are hereby made a part of the contract (the word “Contractor” herein refers to any party and its agents, successors and assigns, other than the Thruway Authority (“Authority”) or Canal Corporation (“Corporation”), whether a contractor, licensor, licensee, lessor, lessee or any other party): 1. NON-ASSIGNMENT CLAUSE. This contract may not be assigned by the Contractor nor may its right, title or interest therein be assigned, transferred, conveyed, subcontracted, sublet or otherwise disposed of without the previous consent, in writing, of the Authority/Corporation and any attempts to assign the contract without the Authority’s/Corporation’s written consent are null and void. 2. COMPTROLLER APPROVAL. Unless otherwise provided by resolution of the Authority or Corporation Board, if this contract involves the expenditure of funds for goods or services in excess of $50,000, or the expenditure of funds for any other purpose in excess of $15,000, or if, by this contract, the Authority/Corporation agrees to give something other than money when the value or reasonably estimated value of such consideration exceeds $10,000, this contract shall not be valid, effective or binding upon the Authority/Corporation until it has been approved by the State Comptroller and filed in his office. 3. WORKERS’ COMPENSATION AND DISABILITY BENEFITS. This contract shall be void and of no force and effect unless the Contractor shall provide and maintain coverage during the life of this contract for the benefit of such employees as are required to be covered by the provisions of the State Workers’ Compensation Law. If employees will be working on, near or over navigable waters, a U.S. Longshore and Harbor Workers’ Compensation Act endorsement must be included. 4. NON-DISCRIMINATION REQUIREMENTS. To the extent required by Article 15 of the State Executive Law (also known as the Human Rights Law) and all other State and Federal statutory and constitutional non-discrimination provisions, the Contractor will not discriminate against any employee or applicant for employment because of race, creed, color, sex, national origin, sexual orientation, military status, age, disability, genetic predisposition or carrier status, or marital status. Furthermore, in accordance with State Labor Law §220-e, if this is a contract for the construction,

alteration or repair of any public building or public work or for the manufacture, sale or distribution of materials, equipment or supplies, and to the extent that this contract shall be performed within the State of New York, Contractor agrees that neither it nor its subcontractors shall by reason of race, creed, color, disability, sex or national origin: (a) discriminate in hiring against any New York State citizen who is qualified and available to perform the work; or (b) discriminate against or intimidate any employee hired for the performance of work under this contract. If this is a building service contract as defined in State Labor Law §230, then, in accordance with §239 thereof, the Contractor agrees that neither it nor its subcontractors shall, by reason of race, creed, color, national origin, age, sex or disability: (a) discriminate in hiring against any New York State citizen who is qualified and available to perform the work; or (b) discriminate against or intimidate any employee hired for the performance of work under this contract. The Contractor is subject to fines of $50 per person per day for any violation of State Labor Law §§220-e or 239 as well as possible termination of this contract and forfeiture of all moneys due hereunder for a second or subsequent violation. 5. WAGE AND HOURS PROVISIONS. If this is a public work contract covered by Article 8 of the State Labor Law or a building service contract covered by Article 9 thereof, neither the Contractor’s employees nor the employees of its subcontractors may be required or permitted to work more than the number of hours or days stated in said statutes, except as otherwise provided in the State Labor Law and as set forth in prevailing wage and supplement schedules issued by the State Labor Department. Furthermore, the Contractor and its subcontractors must pay at least the prevailing wage rate and pay or provide the prevailing supplements, including the premium rates for overtime pay, as determined by the State Labor Department in accordance with the State Labor Law. Additionally, effective April 28, 2008, if this is a public work contract covered by Article 8 of the New York State Labor Law, the Contractor understands and agrees that the filing of payrolls in a manner consistent with subdivision 3-a of Section 220 of the New York State Labor Law shall be a condition precedent to payment by the Authority/Corporation of any Authority/Corporation approved sums due and owing for work done on the project. 6. NON-COLLUSIVE BIDDING CERTIFICATION. In accordance with State Public Authorities Law §2878, if this contract was awarded based upon the submission of bids, the Contractor warrants, under penalty of perjury, that its bid was

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arrived at independently and without collusion aimed at restricting competition. The Contractor further warrants that, at the time the Contractor submitted its bid, an authorized and responsible person executed and delivered to the Authority/Corporation a non-collusive bidding certification on the Contractor’s behalf. 7. INTERNATIONAL BOYCOTT PROHIBITION. In accordance with State Labor Law §220-f, if this contract exceeds $5,000, the Contractor agrees, as a material condition of this contract, that neither the Contractor nor any substantially owned or affiliated person, firm, partnership, or corporation has participated, is participating, or shall participate in an international boycott in violation of the Federal Export Administration Act of 1979 (50 USC App. §§2401 et seq.) or regulations thereunder. If such Contractor, or any of the aforesaid affiliates of the Contractor, is convicted or is otherwise found to have violated said laws or regulations upon the final determination of the United States Commerce Department or any other appropriate agency of the United States subsequent to the contract’s execution, such contract, amendment or modification thereto shall be rendered forfeit and void. The Contractor shall so notify the Authority/Corporation within five (5) business days of such conviction, determination or disposition of appeal. 8. SET-OFF RIGHTS. The Authority/Corporation shall have rights of set-off. These rights shall include, but not be limited to, the Authority’s/Corporation’s option to withhold for the purposes of set-off any moneys due to the Contractor under this contract up to any amounts due and owing by the Contractor to the Authority/Corporation with regard to this contract, or any other contract with the Authority/Corporation, including any contract for a term commencing prior to the term of this contract, plus any amounts due and owing to the Authority/Corporation for any other reason including, without limitation, monetary penalties, adjustments, fees, or claims for damages by the Authority/Corporation and third parties in connection therewith. 9. RECORDS. The Contractor shall establish and maintain complete and accurate books, records, documents, accounts and other evidence directly pertinent to performance under this contract (collectively, “Records”) for a period of six (6) years (or any other longer period required by law) following final payment or the termination of this contract, whichever is later, and any extensions thereto. The Authority/Corporation, State Comptroller, State Attorney General and any other person or entity authorized to conduct an examination shall have access to the Records during normal business hours at an office of the Contractor within New York State, or, if no such office is available, at a mutually agreeable and reasonable venue within the State, during the contract term, any extensions thereof and said six (6) year period thereafter, for purposes of inspection, auditing and copying. As used in this clause, “termination of this contract” shall mean the later of

completion of the work of the contract or the end date of the term stated in the contract. The Authority/Corporation will take reasonable steps to protect from public disclosure those Records which are exempt from disclosure under State Public Officers Law §87 (“Statute”) provided that: (i) the Contractor shall timely inform an appropriate Authority/Corporation official, in writing, that said records should not be disclosed; (ii) said records shall be sufficiently identified; and (iii) designation of said records as exempt under the Statute is reasonable. Nothing contained herein shall diminish, or in any way adversely affect, the Authority’s/Corporation’s right to discovery in any pending or future litigation. 10. IDENTIFYING INFORMATION AND PRIVACY NOTIFICATION. All invoices or New York State standard vouchers submitted for payment for the sale of goods or services or the lease of real or personal property to the Authority/Corporation must include the payee’s identification number, i.e., the seller’s or lessor’s identification number. The number is either the payee’s Federal employer identification number or Federal social security number, or both such numbers when the payee has both such numbers. Failure to include this number or numbers may delay payment. Where the payee does not have such number or numbers, the payee, on its invoice or New York State standard voucher, must give the reason or reasons why the payee does not have such number or numbers. The authority to request the above personal information from a seller of goods or services or a lessor of real or personal property, and the authority to maintain such information, is found in State Tax Law §5. Disclosure of this information by the seller or lessor to the Authority/Corporation is mandatory. The principal purpose for which the information is collected is to enable the State to identify individuals, businesses and others who have been delinquent in filing tax returns or may have understated their tax liabilities and to generally identify persons affected by the taxes administered by the State Commissioner of Taxation and Finance. The information will be used for tax administration purposes and for any other purpose authorized by law. The above personal information is maintained at the New York State Thruway Authority/Canal Corporation, Department of Finance and Accounts, P.O. Box 189, Albany, New York 12201. 11. EQUAL EMPLOYMENT OPPORTUNITIES FOR MINORITIES AND WOMEN. In accordance with State Executive Law §312, if this contract is: (i) a written agreement or purchase order instrument, providing for a total expenditure in excess of $25,000, whereby the Authority/Corporation is committed to expend or does expend funds in return for labor, services, supplies, equipment, materials or any combination of the foregoing, to be performed for, or rendered or furnished to the

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Authority/Corporation; or (ii) a written agreement in excess of $100,000 whereby the Authority/Corporation is committed to expend or does expend funds for the acquisition, construction, demolition, replacement, major repair or renovation of real property and improvements thereon; or (iii) a written agreement in excess of $100,000 whereby the owner of a State assisted housing project is committed to expend or does expend funds for the acquisition, construction, demolition, replacement, or major repair or renovation of real property and improvements thereon for such project, then the following shall apply and by signing this contract the Contractor certifies and affirms that it is Contractor’s equal employment opportunity policy that: (a) The Contractor will not discriminate against employees or applicants for employment because of race, creed, color, national origin, sex, age, disability, or marital status, and shall make and document its conscientious and active efforts to employ and utilize minority group members and women in its work force on Authority/Corporation contracts and will undertake or continue existing programs of affirmative action to ensure that minority group members and women are afforded equal employment opportunities without discrimination. As used in this clause, “affirmative action” shall mean recruitment, employment, job assignment, promotion, upgrading, demotion, transfer, lay-off or termination, and rates of pay or other forms of compensation. (b) At the request of the Authority/Corporation, the Contractor shall request each employment agency, labor union, or authorized representative of workers with which it has a collective bargaining or other agreement or understanding, to furnish a written statement that such employment agency, labor union or representative will not discriminate on the basis of race, creed, color, national origin, sex, age, disability or marital status, and that such union or representative will affirmatively cooperate in the implementation of the Contractor’s obligations herein. (c) The Contractor shall state, in all solicitations or advertisements for employees, that in the performance of this contract all qualified applicants will be afforded equal employment opportunities without discrimination because of race, creed, color, national origin, sex, age, disability or marital status. The Contractor shall include the provisions of (a), (b) and (c) above in every subcontract over $25,000 for the construction, demolition, replacement, major repair, renovation, planning or design of real property and improvements thereon except where such work is for the beneficial use of the Contractor. Section 312 does not apply to: (i) work, goods or services unrelated to this contract; or (ii) employment outside New York State. The Authority/Corporation will consider compliance by a Contractor or its subcontractor with the requirements of any Federal law concerning equal

employment opportunity which effectuates the purpose of this section. The Authority/Corporation shall determine whether the imposition of the requirements of the provisions hereof duplicate or conflict with any such Federal law, and if such duplication or conflict exists, the Authority/Corporation may waive the applicability of Section 312 of the Executive Law to the extent of such duplication or conflict. The Contractor shall comply with all duly promulgated and lawful rules and regulations of the Department of Economic Development’s Division of Minority and Women’s Business Development pertaining thereto. 12. CONFLICTING TERMS. In the event of a conflict between the terms of the contract (including any and all attachments thereto and amendments thereof) and the terms of this Appendix A, the terms of this Appendix A shall control. 13. GOVERNING LAW. This contract shall be governed by the laws of the State of New York except where the Federal supremacy clause requires otherwise. 14. LATE PAYMENT. Timeliness of payment and any interest to be paid to the Contractor for late payment shall be governed by State Public Authorities Law §2880 and 21 NYCRR Part 109. 15. NO ARBITRATION. Disputes involving this contract, including the breach or alleged breach thereof, may not be submitted to binding arbitration (except where statutorily authorized) but must, instead, be heard in a court of competent jurisdiction of the State of New York. 16. SERVICE OF PROCESS. In addition to the methods of service allowed by the State Civil Practice Law & Rules, the Contractor hereby consents to service of process upon it by registered or certified mail, return receipt requested. Service hereunder shall be complete upon the Contractor’s actual receipt of process or upon the Authority’s/Corporation’s receipt of the return thereof by the United States Postal Service as refused or undeliverable. The Contractor must promptly notify the Authority/Corporation, in writing, of each and every change of address to which service of process can be made. Service by the Authority/Corporation to the last known address shall be sufficient. The Contractor will have thirty (30) calendar days after service hereunder is complete in which to respond. 17. PROHIBITION ON PURCHASE OF TROPICAL HARDWOODS. The Contractor certifies and warrants that all wood products to be used under this contract will be in accordance with, but not limited to, the specifications and provisions of State Finance Law §165 (Use of Tropical Hardwoods) which prohibits purchase and use of tropical hardwoods, unless specifically exempted, by the State or any governmental agency or political subdivision or public benefit corporation. Qualification for an exemption under this law

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will be the responsibility of the Contractor to establish to meet with the approval of the Authority/Corporation. In addition, when any portion of this contract involving the use of woods, whether supply or installation, is to be performed by any subcontractor, the prime Contractor will indicate and certify in the submitted bid proposal that the subcontractor has been informed and is in compliance with specifications and provisions regarding use of tropical hardwoods as detailed in State Finance Law §165. Any such use must meet with the approval of the Authority/Corporation; otherwise, the bid may not be considered responsive. Under bidder certifications, proof of qualification for exemption will be the responsibility of the Contractor to meet with the approval of the Authority/Corporation. 18. MACBRIDE FAIR EMPLOYMENT PRINCIPLES. In accordance with the MacBride Fair Employment Principles (Chapter 807 of the Laws of 1992), the Contractor hereby stipulates that the Contractor either (a) has no business operations in Northern Ireland, or (b) shall take lawful steps in good faith to conduct any business operations in Northern Ireland in accordance with the MacBride Fair Employment Principles (as described in State Finance Law §165), and shall permit independent monitoring of compliance with such principles. 19. OMNIBUS PROCUREMENT ACT OF 1992. 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. Information on the availability of New York State subcontractors and suppliers is available from: NYS Department of Economic Development Division for Small Business 30 South Pearl Street – 7th Floor Albany, NY 12245 Phone: (518) 292-5220 Fax: (518) 292-5884 http://www.esd.ny.gov A directory of certified minority and women-owned business enterprises is available from: NYS Department of Economic Development Minority and Women’s Business Development Division 30 South Pearl Street – 2nd Floor Albany, NY 12245 Phone: (518) 292-5250 Fax: (518)292-5803 http://www.esd.ny.gov

The Omnibus Procurement Act of 1992 requires that by signing this bid proposal or contract, as applicable, the Contractor certifies that whenever the total bid amount is greater than $1 million: (a) The Contractor has made reasonable efforts to encourage the participation of New York State Business Enterprises as suppliers and subcontractors, including certified minority and women-owned business enterprises, on this project, and has retained the documentation of these efforts to be provided upon request to the Authority/Corporation; (b) The Contractor has complied with the Federal Equal Opportunity Act of 1972 (P.L. 92-261), as amended; (c) The Contractor agrees to make reasonable efforts to provide notification to New York State residents of employment opportunities on this project through listing any such positions with the Job Service Division of the NYS Department of Labor, or providing such notification in such manner as is consistent with existing collective bargaining contracts or agreements. The Contractor agrees to document these efforts and to provide said documentation to the Authority/Corporation upon request; and (d) The Contractor acknowledges notice that the Authority/ Corporation may seek to obtain offset credits from foreign countries as a result of this contract and agrees to cooperate with the Authority/Corporation in these efforts. 20. RECIPROCITY AND SANCTIONS PROVISIONS. Bidders are hereby notified that if their principal place of business is located in a country, nation, province, state or political subdivision that penalizes New York State vendors, and if the goods or services they offer will be substantially produced or performed outside New York State, the Omnibus Procurement Act 1994 and 2000 amendments (Chapters 684 and 383, respectively) require that they be denied contracts which they would otherwise obtain. Contact the Department of Economic Development, Division for Small Business, 30 South Pearl Street, Albany, New York 12245, for a current list of jurisdictions subject to this provision. 21. NON-PUBLIC PERSONAL INFORMATION. The Contractor shall comply with the provisions of the New York State Information Security Breach and Notification Act (General Business Law Section 899-aa; State Technology Law Section 208). In addition to any relief or damages that may be imposed pursuant to the provisions of this Act, the Contractor shall be liable for the costs imposed upon the Authority which are associated with breach of the Act if caused by Contractor's negligent or willful acts or omissions, or the negligent or willful acts or omissions of the Contractor's agents, officers, employees or subcontractors.

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22. OBSERVANCE OF LAWS. The Contractor agrees to observe all applicable Federal, State and local laws and regulations, and to procure all necessary licenses and permits. 23. NO WAIVER OF PROVISIONS. The Authority’s/Corporation’s failure to exercise or delay in exercising any right or remedy under this contract shall not constitute a waiver of such right or remedy or any other right or remedy set forth therein. No waiver by the Authority/Corporation of any right or remedy under this contract shall be effective unless made in a writing duly executed by an authorized officer of the Authority/Corporation, and such waiver shall be limited to the specific instance so written and shall not constitute a waiver of such right or remedy in the future or of any other right or remedy under this contract. 24. ENTIRE AGREEMENT. This contract, together with this Appendix A and any other appendices, attachments, schedules or exhibits, constitutes the entire understanding between the parties and there are no other oral or extrinsic understandings of any kind between the parties. This contract may not be changed or modified in any manner except by a subsequent writing, duly executed by the parties thereto.

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APPENDIX C Inventions Policy

APPENDIX D Network Connection Requirements

TAP-372 (10/2010)

NEW YORK STATE THRUWAY AUTHORITY NEW YORK STATE CANAL CORPORATION NETWORK CONNECTION REQUIREMENTS

A. Permissible Access The Authority will limit access to a Network Connection to those services and devices (hosts, routers, etc.) needed. Blanket access will not be provided. The Authority does not allow a Network Connection to be used as Outside Entity’s Internet connection.

B. Connectivity Options The following connectivity options are the standard methods of providing an Outside Entity with an external connection to the Authority’s data communications network (“Network Connection”). Anything that deviates from these standard methods must be approved in advance by the Authority. 1) Encrypted Tunnel – The preferred connectivity method is via the Internet to an Authority Virtual Private Network (VPN) device. The Authority may loan Outside Entity the required client software for establishing VPN connections with the Authority. The Authority’s perimeter security measures will control access to the internal network. 2) NYeNet/MAN Connection – This can include a VPN. 3) Leased Circuit. 4) Fiber.

C. Authentication of Network Connection Outside Entity must authenticate its Network Connection using Authority authentication systems. All Outside Entity remote access user accounts will have an expiration time consistent with the business justification for the access, which can be renewed at the discretion of the Authority. If the term of the Network Connection is longer than one year, then Outside Entity must generate a report at least once per year showing which Outside Entity employees have access to the Network Connection and send such report to the Authority for verification and review. Further, any time there is a change in those Outside Entity employees who have access to the Network Connection, Outside Entity shall send the Authority an updated list of those Outside Entity employees who have such access.

D. Current Software Versions Required Outside Entity must, for all computers it utilizes for a Network Connection, employ software versions that are currently supported by the software manufacturer. Outside Entity must apply all available security updates and hot fixes for that software in a timely fashion. All Outside Entity software and firmware utilized for a Network Connection must be kept up to date, especially with patches that fix security vulnerabilities.

TAP-372 (10/2010)

NEW YORK STATE THRUWAY AUTHORITY NEW YORK STATE CANAL CORPORATION E. Virus Protection Outside Entity must install and enable anti-virus software on all computers utilized for a Network Connection and keep such virus definition files up to date.

F. Protection of Authority Information and Resources The Authority will implement all security measures it determines appropriate to protect the integrity and confidentiality of Authority confidential information. The Authority will implement appropriate “Access Control Lists” (ACLs) on the Authority network devices to which the Outside Entity sites are connected. The ACLs will restrict access to pre-defined hosts within the internal Authority network. In the event the Authority agrees to loan to Outside Entity certain Authority equipment and/or software (“Authority-owned Equipment”) to facilitate the Network Connection, the Authority will provide Outside Entity with enable-level access only to those Outside Entity employees necessary to the installation, operation and maintenance of the Network Connection. All other Outside Entity employees will have restricted access/read-only access to the routers at their site and will not be allowed to make configuration changes. Outside Entity shall be solely responsible for providing the appropriate security measures to ensure protection of its internal network and information. The Authority shall not have any responsibility for ensuring the protection of Outside Entity information.

G. Security Incident Notification and Resolution Outside Entity is responsible for notifying the Authority upon discovery of any security incident that may threaten or compromise the confidentiality, integrity or availability of Authority information or network infrastructure. Outside Entity shall, at a minimum, report the following to the Authority: 1) successful or unusually persistent attempts to gain unauthorized information or system access; 2) presence of malicious code that has a widespread impact throughout Outside Entity’s network infrastructure; 3) a known or suspected denial of service attack; and 4) scans and probes that precede or are related to a security incident listed above. Once it has resolved the security incident, Outside Entity must also report the following to the Authority: 1) attack source details (i.e., IP address, method, vulnerability exploited, etc.); 2) the specific effects (i.e., loss, damage, destruction, modification, disclosure) on systems, accounts or information assets resulting from the threat or compromise; and 3) actions taken to remediate the security incident.

TAP-372 (10/2010)

NEW YORK STATE THRUWAY AUTHORITY NEW YORK STATE CANAL CORPORATION H. Audit and Review of Outside Entity Network Connections The Authority shall have the right at all times to monitor all aspects of Network Connections. The Authority will employ automated tools to accomplish monitoring tasks where practicable. The Authority will generate an annual report on its authentication database showing the specific Outside Entity login entries and distribute such reports to appropriate Authority personnel for review. The Authority will periodically audit Network Connections and distribute such audits to appropriate Authority personnel for review. The Authority will review all Network Connections on an annual basis and update or terminate such connections when appropriate.

EXHIBIT 1 Thruway Authority/Canal Corporation Guidelines Regarding Permissible Contacts During a Procurement and the Prohibition of Inappropriate Lobbying Influence

TAP-335 (10/2010) New York State Thruway Authority/New York State Canal Corporation Guidelines Regarding Permissible Contacts During a Procurement and the Prohibition of Inappropriate Lobbying Influence Chapter 1 of the Laws of 2005, as amended (referred to as the “Lobbying Law”), set forth in the Legislative Law and State Finance Law specific requirements relative to lobbying on government procurements and procurement contracts. More specifically, the Lobbying Law created two new sections in the State Finance Law: Section 139-j addresses restrictions on “contacts” during the procurement process; and Section 139-k addresses the disclosure of contacts and the responsibility of offerers 1 during the procurement process. In this regard, a procurement contract means a contract or agreement (including an amendment, extension, renewal or change order to an existing contract where such amendment, extension, renewal or change order is not authorized and payable under the terms of the contract) involving an estimated annual expenditure in excess of $15,000 for a commodity, service, technology, public work, or construction; purchase, sale, lease, or acquisition of real property; or revenue contract. In conformity with the Lobbying Law, during the restricted period 2 for an Authority/Corporation procurement, an offerer may only make permissible “contacts” regarding such procurement, which means that the offerer shall contact only the Authority/Corporation designated contact person(s) for that procurement. In this regard, “contact” means any oral, written or electronic communication with a governmental entity under circumstances where a reasonable person would infer that the communication was intended to influence the governmental entity’s conduct or decision regarding the Authority/Corporation procurement. Exceptions to this rule include:  submission of a written proposal in response to a Request for Proposals (RFP), Invitation for Bids (IFB) or any other solicitation method;  submission of written questions as part of an RFP, IFB or other solicitation method where all written questions and written responses will be provided to all offerers;  participation in a pre-proposal or pre-bid demonstration, conference or other exchange of information open to all bidders scheduled as part of an RFP, IFB or other solicitation process; 1

An individual or entity, or any employee, agent, consultant or person acting on behalf of such individual or entity, that contacts the Authority/Corporation about a procurement during the restricted period whether or not the caller has a financial interest in the outcome of the procurement. A governmental agency or its employees that communicates with the Authority/Corporation regarding a procurement in the exercise of its oversight duties shall not be considered an offerer.

2

The period of time commencing with the earliest written notice, advertisement or solicitation of a Request for Proposals (RFP), Invitation for Bids (IFB), or solicitation of proposals, or any other method for soliciting responses from offerers intending to result in a procurement contract with the Authority/Corporation, and ending with the final contract award and approval by the Authority/Corporation, and, where applicable, the State Comptroller.

   



written complaints that the Authority/Corporation designated contact for a procurement fails to respond in a timely manner to authorized offerer contacts; negotiation of procurement contract terms with the Authority/Corporation following tentative award; contacts between designated Authority/Corporation staff and an offerer to request the review of a procurement contract award; communications with the Authority/Corporation regarding an appeal, protest or other review of a procurement, participation in an administrative or judicial proceeding regarding a procurement and complaints regarding a procurement made to the Attorney General, Inspector General, District Attorney or State Comptroller; and, communications between Authority/Corporation staff and offerers that solely address the determination of vendor responsibility.

An offerer shall not, under any circumstance, attempt to influence an Authority/Corporation procurement in a way that violates or attempts to violate: Public Officers Law Section 73(5), relating to gifts intended to influence; or Public Officers Law Section 74, relating to the code of ethics for employees of state agencies, public authorities and public benefit corporations, members of the New York State Legislature, and Legislative employees. An offerer who contacts the Authority/Corporation designated contact person for a procurement during the restricted period must be prepared to provide the following information: name, address, telephone number, place of principal employment and occupation of the person or organization making the contact, and whether the person/organization making the contact is the offerer or is retained, employed or designated by or on behalf of the offerer to appear before or contact the Authority/Corporation about the procurement. An offerer that submits a proposal, bid or other response to an Authority/Corporation RFP, IFB or other solicitation method must: certify that it understands and agrees to comply with these Guidelines regarding permissible contacts during a procurement and the prohibition of inappropriate lobbying influence; and disclose whether any governmental entity has, within the prior four years, found the offerer non-responsible due to a violation of the Lobbying Law or the intentional provision of false or incomplete information. Further, all Authority/Corporation procurement contracts will contain: a certification by the offerer that all information provided to the Authority/Corporation with respect to the Lobbying Law is complete, true and accurate; and a provision authorizing the Authority/Corporation to terminate the contract in the event such certification is found to be intentionally false or incomplete. The Authority/Corporation will investigate all allegations of violations of the Authority/ Corporation Guidelines regarding permissible contacts during a procurement and the prohibition of inappropriate lobbying influence. A finding that an offerer has knowingly and willfully committed such a violation may result in a determination that the offerer and its subsidiaries are non-responsible and therefore ineligible for award of the procurement contract. A second determination of non-responsibility for such a violation within four years of the first such determination may render the offerer and its subsidiaries ineligible to submit a bid or proposal or be awarded a procurement contract for four (4) years from the date of the second determination. The Authority/Corporation will notify the New York State Office of General Services (“OGS”)

of any determinations of non-responsibility or debarments due to violations of the Lobbying Law. These Guidelines and related forms are available on the Authority’s website, www.thruway.ny.gov , under Purchasing Services; Forms, Guidelines and Reports section; Lobbying Law Forms & Guidelines or on the Corporation’s website, www.canals.ny.gov, under the Doing Business section. Copies of Sections 73 and 74 of the Public Officer’s Law are also available on the Authority/Corporation websites. If you require further guidance on the new Lobbying Law, you are encouraged to visit the Advisory Council on Procurement Lobbying website at www.ogs.state.ny.us/aboutogs/regulations/defaultadvisorycouncil.html, where the Lobbying Law and the Guidelines on Procurement Lobbying (Frequently Asked Questions) adopted by the Council are posted.

EXHIBIT 2 Authority Supplemental Insurance Certificate

SUPPLEMENT 1 New York State Finance Law Sections §§ 139-j and 139-k Disclosure of Prior Non-Responsibility Determinations

SUPPLEMENT 2 Certificate of Compliance with the Authority/Corporation Guidelines Regarding Permissible Contacts During a Procurement and the Prohibition of Inappropriate Lobbying Influence

SUPPLEMENT 3 State of New York Vendor Responsibility Questionnaire

SUPPLEMENT 4 Certificate of No Change

CERTIFICATE OF NO CHANGE STATE OF

) :

COUNTY OF

SS.: )

The undersigned, being duly sworn, deposes and says: 1. I am ___________________________, the _____________________________ (title) of ________________________________________________________________________ (hereinafter “Contractor”), which is currently submitting a proposal in response to New York State Thruway Authority (hereinafter “Authority”) RFP/IFB # ______. 2. Contractor previously submitted a completed Vendor Responsibility Questionnaire, dated ________________________ to the Authority in connection with Authority RFP/IFB # ______. 3. Attached is an accurate and true copy of Contractor’s previously submitted Vendor Responsibility Questionnaire dated __________________. 4. I hereby certify that with the exception of the information specified in Question 13 of the Vendor Responsibility Questionnaire previously submitted to the Thruway Authority, and as changed herein, there has been no material change in the information pertaining to the Contractor specified on such attached Questionnaire. AUTHORIZED CONTACT FOR THE PROPOSED CONTRACT: Name: ______________________________________________________________ Title: _______________________________________________________________ Telephone Number: ___________________________________________________ Fax Number: _________________________________________________________ Email: ______________________________________________________________ ________________________________________ Signature ________________________________________ Print Name _________________________________________ Title Sworn before me this ______day of ___________________, 20__. __________________________ Notary Public Registration No: _____________ State of: ____________________

(Revised 1-14-11)

SUPPLEMENT 5 ST-220-CA New York State Department of Taxation and Finance Contractor Certification



New York State Department of Taxation and Finance



(Pursuant to Section 5-a of the Tax Law, as amended, effective April 26, 2006)



ST-220-CA

Contractor Certification to Covered Agency

(6/06)

For information, consult Publication 223, Questions and Answers Concerning Tax Law Section 5-a (see Need Help? on back). Contractor name

For covered agency use only Contract number or description

Contractor’s principal place of business

City

Contractor’s mailing address (if different than above) Contractor’s federal employer identification number (EIN)

State

ZIP code

Contractor’s sales tax ID number (if different from contractor’s EIN)

Estimated contract value over the full term of contract (but not including renewals) $

Contractor’s telephone number

Covered agency name

Covered agency address

Covered agency telephone number

I, , hereby affirm, under penalty of perjury, that I am (name) (title) of the above‑named contractor, that I am authorized to make this certification on behalf of such contractor, and I further certify that: (Mark an X in only one box)

G

The contractor has filed Form ST-220-TD with the Department of Taxation and Finance in connection with this contract and, to the best of contractor’s knowledge, the information provided on the Form ST-220-TD, is correct and complete.

G

The contractor has previously filed Form ST-220-TD with the Tax Department in connection with



(insert contract number or description)

and, to the best of the contractor’s knowledge, the information provided on that previously filed Form ST-220-TD, is correct and complete as of the current date, and thus the contractor is not required to file a new Form ST-220-TD at this time.

Sworn to this



day of

, 20

(sign before a notary public)

(title)

Instructions General information Tax Law section 5-a was amended, effective April 26, 2006. On or after that date, in all cases where a contract is subject to Tax Law section 5-a, a contractor must file (1) Form ST-220-CA, Contractor Certification to Covered Agency, with a covered agency, and (2) Form ST-220-TD with the Tax Department before a contract may take effect. The circumstances when a contract is subject to section 5-a are listed in Publication 223, Q&A 3. This publication is available on our Web site, by fax, or by mail. (See Need help? for more information on how to obtain this publication.) In addition, a contractor must file a new Form ST-220-CA with a covered agency before an existing contract with such agency may be renewed. If you have questions, please call our information center at 1 800 698-2931.

Note: Form ST-220-CA must be signed by a person authorized to make the certification on behalf of the contractor, and the acknowledgement on page 2 of this form must be completed before a notary public.

When to complete this form As set forth in Publication 223, a contract is subject to section 5-a, and you must make the required certification(s), if: i. The procuring entity is a covered agency within the meaning of the statute (see Publication 223, Q&A 5); ii. The contractor is a contractor within the meaning of the statute (see Publication 223, Q&A 6); and iii. The contract is a contract within the meaning of the statute. This is the case when it (a) has a value in excess of $100,000 and (b) is a contract for commodities or services, as such terms are defined for purposes of the statute (see Publication 223, Q&A 8 and 9). Furthermore, the procuring entity must have begun the solicitation to purchase on or after January 1, 2005, and the resulting contract must have been awarded, amended, extended, renewed, or assigned on or after April 26, 2006 (the effective date of the section 5-a amendments).

Page 2 of 2  ST-220-CA (6/06)

Individual, Corporation, Partnership, or LLC Acknowledgment STATE OF COUNTY OF



} :





}

SS.:

On the    day of

in the year 20

, before me personally appeared

,

known to me to be the person who executed the foregoing instrument, who, being duly sworn by me did depose and say that   he resides at

,

Town of

,

County of

,

State of

; and further that:

[Mark an X in the appropriate box and complete the accompanying statement.]

G (If an individual): _he executed the foregoing instrument in his/her name and on his/her own behalf. G

(If a corporation): _he is the



of , the corporation described in said instrument; that, by authority of the Board of Directors of said corporation, _he is authorized to execute the foregoing instrument on behalf of the corporation for purposes set forth therein; and that, pursuant to that authority, _he executed the foregoing instrument in the name of and on behalf of said corporation as the act and deed of said corporation.

G

(If a partnership): _he is a



of , the partnership described in said instrument; that, by the terms of said partnership, _he is authorized to execute the foregoing instrument on behalf of the partnership for purposes set forth therein; and that, pursuant to that authority, _he executed the foregoing instrument in the name of and on behalf of said partnership as the act and deed of said partnership.

G

(If a limited liability company): _he is a duly authorized member of , LLC, the limited liability company described in said instrument; that _he is authorized to execute the foregoing instrument on behalf of the limited liability company for purposes set forth therein; and that, pursuant to that authority, _he executed the foregoing instrument in the name of and on behalf of said limited liability company as the act and deed of said limited liability company.



Notary Public Registration No.

Need help? Privacy notification The Commissioner of Taxation and Finance may collect and maintain personal information pursuant to the New York State Tax Law, including but not limited to, sections 5-a, 171, 171‑a, 287, 308, 429, 475, 505, 697, 1096, 1142, and 1415 of that Law; and may require disclosure of social security numbers pursuant to 42 USC 405(c)(2)(C)(i). This information will be used to determine and administer tax liabilities and, when authorized by law, for certain tax offset and exchange of tax information programs as well as for any other lawful purpose. Information concerning quarterly wages paid to employees is provided to certain state agencies for purposes of fraud prevention, support enforcement, evaluation of the effectiveness of certain employment and training programs and other purposes authorized by law. Failure to provide the required information may subject you to civil or criminal penalties, or both, under the Tax Law. This information is maintained by the Director of Records Management and Data Entry, NYS Tax Department, W A Harriman Campus, Albany NY 12227; telephone 1 800 225‑5829. From areas outside the United States and outside Canada, call (518) 485‑6800.

 

Internet access: www.nystax.gov   (for information, forms, and publications) Fax-on-demand forms:

1 800 748-3676

Telephone assistance is available from   8:00 A.M. to 5:00 P.M. (eastern time),   Monday through Friday. To order forms and publications: From areas outside the U.S. and outside Canada:

1 800 698‑2931 1 800 462-8100 (518) 485-6800

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1 800 634-2110

Persons with disabilities: In compliance with the Americans with Disabilities Act, we will ensure that our lobbies, offices, meeting rooms, and other facilities are accessible to persons with disabilities. If you have questions about special accommodations for persons with disabilities, please call 1 800 972-1233.

ATTACHMENT 1 Placement of Files for Electronic Toll Collection Systems

Placement of Files for Electronic Toll Collection Systems

Attachment 1 Debt Type

E‐ZPass Accounts

E‐ZPass Violations

File Type

Collection Send ‐ New Accounts Collection Send ‐ Update Accounts Collection Posting (RCVD) File

Frequency

From

To

Daily Daily Bi‐weekly

NYCSC NYCSC Proposer

Proposer Proposer NYCSC

Description Once an account has been revoked and the  customer does not respond, the account may  be sent to collections To adjust proper balance for collection Report collection payments For Proposer to confirm proper transmission &  acknowledge receipt of "Send" files; both  "New" & "Update" files

Acknowledgement File

Appropriately

Proposer

NYCSC

Acknowledgement File

Appropriately

NYCSC

Proposer

For NYCSC to confirm proper transmission &  acknowledge receipt of RCVD file

Proposer Proposer NYCSC

When the customer does not respond to the  third Notice of Violation Enforcement Action  the violation(s) may be sent to collections To adjust proper balance for collection Report collection payments

Collection File Update File Response File

Daily Daily Bi‐weekly

NYCSC NYCSC Proposer

Acknowledgement File

Appropriately

Proposer

NYCSC

Acknowledgement File

Appropriately

NYCSC

Proposer

Unpaid Video Toll Invoices

Not created may be similar to E‐ZPass Violations

For Proposer to confirm proper transmission &  acknowledge receipt of "Send" files; both  "New" & "Update" files For NYCSC to confirm proper transmission &  acknowledge receipt of RCVD file

ATTACHMENT 2 Negative Account Balance Collections – Interface Control Document

ATTACHMENT 3 Violation Collection File Interface Control Document

ATTACHMENT 4 Estimated Debt Volume

2012 E-ZPass Accounts Placed in Collections Private

Commercial Total

# of Accts 16,583

TTL $ Amt $ 1,205,366.00

338 16,921

$ 69,662.00 $ 1,275,028.00

$

Neg Bal 542,414.70

$ $

31,347.90 573,762.60

$

Tag Fee 265,180.52

$ $

29,258.04 294,438.56

$

Rvk Fee 397,770.78

Amt Coll $ 302,802.00

$ $

9,056.06 406,826.84

$ $

14,087.00 316,889.00

2012 E-ZPass Violations Placed in Collections Private

# of Accts TTL $ Amt Toll Due Violation Fee 219,634 $ 7,875,274.00 $ 2,598,840.42 $ 5,276,433.58

Amt Coll $ 1,490,833.00

Commercial Total

10,077 $ 373,631.00 $ 134,507.16 $ 239,123.84 229,711 $ 8,248,905.00 $ 2,733,347.58 $ 5,515,557.42

$ 69,869.00 $ 1,560,702.00

Grand Total

246,632 $ 9,523,933.00 $ 3,307,110.18 $ 5,809,995.98 $

406,826.84 $ 1,877,591.00

Monthly Estimates of Debt Placement Program Area

Description

Placements

Tolls

Fees

111,250

$520,833.00

$2,800,000.00

Total Dollar Amount

as defined in

1C 2 3

Unpaid Video Toll Invoices Unpaid Tolls at Toll Booths

Other Authority Receivables *This includes $25 fee per Transaction

600 1-2

$

3,320,833.00*

$

6,600.00

$

1,200.00

ATTACHMENT 5 Minimum Reporting Requirements

Attachment 5

Minimum Reporting Requirements Placement by Program Reporting

1. Electronic Toll Collection Systems

2. Unpaid Tolls at Tollbooth

Other Authority Receivables

A. E-ZPass Customer Accounts B. E-ZPass Violations C. Unpaid Video Toll Invoicing Placement by Account

Placement by Account



Placement date



Placement date



Account type



Driver’s License Number



Account number



Account name (first & last) with address, city and state, zip

The Proposer will work with the Authority to develop an approach to  Account name monthly reporting on  Total amount placed on the account the status of this debt type itemized by tolls, fees and UPT number

 Summary total displaying number of accounts placed  Total dollar amounts for original negative balance and  Summary total displaying dollars placed associated itemized fees for E-ZPass Negative Balance/Revocation itemized by tolls and fees 

NYCSC account number(s)



Summary total displaying number of accounts placed



Average amount placed

 Summary total displaying dollars placed itemized by tolls and fees 

Average amount(s) placed



Invoice Number

Collections by Account

Collections by Account



Account number



Account name (first & last) with address, city and state

 Account name (first & last) with address, city and state  Driver’s License Number



NYCSC account number(s)



UPT number



Account type



Total amount collected on the account



Total amount collected on the account



Total open balance on the account



Total open balance on the account



Summary total of current month recoveries



Summary total of current month recoveries



Summary total of open balances



Summary total of open balances



Total collections by calendar year



Total collections by calendar year



Total collections Life To Date (LTD)



Total collections Life To Date (LTD)

Bankruptcy by Account 

Account number



Successful Proposer’s account number



Account name (first & last) with address, city and state

   

NYCSC account number(s) Total open balance on the account Summary total number of accounts Summary total open balances



Original Chapter

  

Case number Date filed Disposition

Attachment 5

Minimum Reporting Requirements Placement by Program Reporting

1. Electronic Toll Collection Systems A. E-ZPass Customer Accounts B. E-ZPass Violations C. Unpaid Video Toll Invoicing Deceased by Account  Account number  Successful Proposer’s account number  Account name (first & last) with address, city and state  NYCSC account number(s)  Total open balance on the account 

Summary total number of accounts



Summary total open balances



Deceased date of birth



Deceased date of death



Deceased date of proof to successful Proposer

Account Closed Report (Uncollectible) 

Account number



Account type



Account name (first & last) with address, city and state



NYCSC account number(s)



Reason code



Total open balance on the account



Summary total number of accounts



Summary total open balances

2. Unpaid Tolls at Tollbooth

Other Authority Receivables

ATTACHMENT 6 Pricing Sheet

Attachment 6    PRICING SHEET      Proposer Name:________________________________________________________________    All Proposers must provide an all-inclusive fee proposal calculated as a fixed percentage of all monies collected, by filling out this mandatory Attachment 6, Pricing Sheet. Such fee proposal shall incorporate all costs for providing all collection services required in this RFP. The fixed percentage shall be for the entire term of the contract. No add on fee to the debtor will be considered.

  ___________ %      The Signatory to this document must be authorized to bind the proposing firm contractually.    ______________________              ________________________________             ___________  Print Name                                          Signature                                                                   Date