Request for Proposal GDC-26-035-OP

Human Resources Information System (HRIS)

INVITATION TO PROPOSE

The Gateway Development Commission (“GDC” or “Commission”) invites qualified firms

(“Firm” or “Proposer”) to submit Proposals to provide a comprehensive enterprise Human

Resource Information System (“HRIS”) to support GDC Human Resource (“HR”) operations, ensure regulatory compliance, and deliver an efficient and consistent employee experience.

The objective of this solicitation is to identify the vendor deemed most capable of providing GDC with an HRIS that meets the needs described in the SOW herein at the best value. The Contract resulting from this RFP will be awarded for a base term of two (2) years plus three (3) additional one-year option periods, to be exercised at GDC’s sole discretion. Award will be made on a best-value basis.

Fees and expenses payable under the Contract will be funded, in whole or in part, with Federal grant funds and other financial assistance provided by the Federal Transit Administration (“FTA”), Federal Railroad Administration (“FRA”), and the National Railroad Passenger Corporation

(“Amtrak”). To maintain eligibility for reimbursement, this RFP and the resulting Contract will conform to all applicable Federal laws, regulations, funding agreements, and policies. GDC may modify the procurement process or contract documents at any time to comply with requirements imposed by FTA, FRA, Amtrak, or other federal oversight entities.

INFORMATION FOR PROPOSERS

1. PROCUREMENT SCHEDULE:

2. CONTRACT DOCUMENTS / SOLICITATION PACKAGE

3. LIST OF ATTACHMENTS

4. POINT OF CONTACT FOR RFP

5. INSPECTION OF PROJECT SITE OR PRE-BID CONFERENCE:

6. PROPOSERS QUESTIONS (Request for Information from Proposers)

7. SUBMISSION OF DOCUMENTS IN THE E-PROCUREMENT PORTAL:

8. PROPOSAL SUBMISSION REQUIREMENTS (To Form & Content)

9. EVALUATION, CRITERIA AND SELECTION

10. PROPOSER’S QUALIFICATIONS (Vendor Responsibility)

11. PRICING

12. RESPONSIVE BIDS

13. UNBALANCED BIDS

14. CONTRACT EXECUTION AND AWARD PROCEDURES

15. BID/PROPOSAL

16. PROPOSAL WITHDRAWAL

17. BID MISTAKE

18. NO BID

19. DEFAULT REGARDING A BID

20. COMPLIANCE WITH LAWS, RULES AND REGULATIONS

21. BID/PROPOSAL PROTEST

22. GDC’S VENDOR CODE OF ETHICS

23. ETHICS NON-COLLUSION

The Information for Proposers section of this Request for Proposal is intended to provide potential

Respondents (“Proposers” or “Bidders”) with key information regarding the documents contained herein as well as other important information to include but not limited to the procurement schedule, package documents, submission requirements, evaluation criteria and other procurement related information related to this RFP.

1. PROCUREMENT SCHEDULE:

The procurement schedule is shown below and is subject to change at the Commission’s discretion.

Action Date

Issuance of RFP [Friday, July 17, 2026]

Pre-proposal Conference [Tuesday, July 28, 2026, TIME TBD]

Request for Information Deadline (RFIs) [Friday, July 31, 2026, 5:00 PM]

Submission Deadline [Monday, August 17, 2026, 5:00PM]

Interview/Oral Presentation (if deemed necessary) [September 7, 2026 - September 14, 2026]

Recommendation for Award [October 2026]

2. CONTRACT DOCUMENTS / SOLICITATION PACKAGE:

A. “Contract”, “Agreement” or “Contract Documents” means GDC’s Standard Terms and

Conditions, which shall include the execution pages, all Attachments (but excluding

Attachment N, Attachment Q, Attachment S), all Addenda (if any), the Technical

Specifications (if any), and the Contract Drawings (if any), the Price Schedule and the

Contractor’s Proposal (to the extent approved by GDC). The Contract and Contract

Documents are also deemed to include by reference those portions of the Vendor

Responsibility Questionnaire, which contain additional conditions and obligations on the

Contractor and rights in favor of GDC. In the event of a conflict, the conflict shall be resolved by interpretation giving priority to the documents in the following order: a) any

Change Order to be entered into by the parties after the Effective Date of this Agreement,

b) GDC’s Standard Terms and Conditions for Services, including without limitation, the

Price Schedule, and c) the Contractor’s Proposal (to the extent approved by GDC).

B. Solicitation Package: The Contract Documents, including the Information for Proposers section, all Attachments, all Exhibits (if any), all Addenda (if any) and any Notices to

Bidders or Proposer’s, excluding the Notice of Award, shall be referred to collectively as the “Bid Solicitation Package.”

3. LIST OF ATTACHMENTS:

The below Attachments are included and are hereby incorporated into the Contract Documents or Solicitation Package.

DESCRIPTION

Attachment A Acknowledgement of Addenda

Attachment C GDC Confidentiality Agreement

Attachment F Federal Certification & Disclosure Forms

Attachment H List of GDC Holidays

Attachment I Insurance Requirements

Attachment N No Bid/Proposal Response Form

Attachment O GDC Change Order Forms

Attachment P Sample Purchase Order

Attachment Q Questions for Proposers

Attachment R Vendor Responsibility Form

Attachment S Site Inspection / Pre-Proposal Conference

Attachment V Vendor Code of Ethics

Attachment X RIFF Loan Self-Certification

4. POINT OF CONTACT FOR RFP:

Jamie McPherson, Senior Manager of Contracts Administration, jamie.mcpherson@gatewayprogram.org is the designated Commission Representative for this procurement. Proposers, whether through their consultants, lobbyists, are expressly prohibited from contacting any other GDC employee, Project advisor, GDC’s Commissioner or affiliates or

Partners regarding this RFP or the selection process of this procurement, other than the designated

Commission Representative listed above until contract award. Violations of this policy may disqualify the Proposer from consideration in the selection process.

5. INSPECTION OF PROJECT SITE OR PRE-BID CONFERENCE:

Information, if any, regarding inspection of the project site and/or a pre-bid or pre-proposal conference is set forth in ATTACHMENT S, SITE INSPECTION/PRE-PROPOSAL

CONFERENCE, if attached.

6. PROPOSER QUESTIONS (Request for Information from Proposers):

A. Proposers are encouraged to submit written questions, clarifications, corrections, or comments with respect to the RFP generally referred to as Request for Information

(“RFIs”). All RFIs from Proposers are required to be made in writing by the established due date. All RFIs shall:

1. be sequentially numbered

2. identify the document in question (i.e., Attachment A, Scope)

3. identify the relevant section of the document

4. identify the relevant page number of the document; and

5. not identify the Proposer’s identity in the body of the question.

B. The Commission plans to respond to priority commercial, legal or technical issues through Addenda and therefore may not respond in writing to all RFIs, but to the extent that the Commission does respond, the responses to all timely and appropriate questions will be posted in GDC’s e-Procurement Portal via Addenda. For purposes of submitting

RFIs, please use the vendor discussion section of the e-Procurement platform.

C. For any Confidential Proposer Information, Proposers may submit RFIs marked

“CONFIDENTIAL” Before providing a response, the Commission will determine whether or not the question contains proprietary information. Should the Commission determine that the question does not contain proprietary information, the Proposer who submitted the question will be notified that the question is not considered

“Confidential”. The Proposer will then have the opportunity to withdraw the question or request that the Commission provide a response to the question in which case the question and response will be provided to all Proposers. If the Commission determines that the question does contain proprietary information, then the Commission will provide a response only to the Proposer who submitted the question. The Commission may choose to provide this response verbally to that Proposer.

7. SUBMISSION OF RFI DOCUMENTS IN THE E-PROCUREMENT PORTAL:

A. Only Proposers who have registered in GDC’s, e-Procurement Portal, Bonfire (EUNA) and who have downloaded the Solicitation Package will be able to submit materials.

B. The steps for submitting materials through Bonfire are as follows:

1. Log in to the Bonfire site;

2. Once logged in, click on the name of the RFP that your firm is proposing on;

3. Click on: “Messages” ➔Vendor Discussion ➔Attach File or type the RFI into the body of the vendor discussion.

4. Any questions regarding the uploading or submission of a RFI or a Proposal shall be sent to jamie.mcpherson@gatewayprogram.org.

C. If additional time is required for the submission of any document, the potential Bidder

(“Proposer”) should submit a written request to GDC via an RFI to request such additional time. GDC will be the sole judge of whether a time extension will be granted.

D. Proposals received after the established due date and time will be considered late and will not be considered for awards, except as otherwise permitted under GDC written procurement procedures.

8. PROPOSAL SUBMISSION REQUIREMENTS (To Form & Content):

A. Proposers shall submit each portion of their Proposal as a separate file within the e-

Procurement Portal, in accordance with the following naming and content scheme:

1. “Firm Name - Narrative Proposal”

2. “Firm Name - Price Schedule”

3. “Firm Name – Attachments” (Excluding Attachment R)

4. “Firm Name – Attachment R”

5. “Firm Name – Financial Statements”

6. “Firm Name – References”

7. “Firm Name - Proof of Insurance”

B. Narrative Proposal submissions shall address all questions or requests for information contained in Attachment Q of this RFP. For uniformity of Proposals, please restate and answer each question in the order presented in Attachment Q. Proposers may be requested by GDC to clarify the contents of their proposal during a later phase of this RFP. Other than to provide such information as may be required by GDC, no Proposer shall be allowed to alter its Proposal or add new information thereto after the submission date. GDC reserves the right to reject any and all proposals submitted and/or to request additional information from all Proposers.

C. Narrative Proposals shall be submitted on letter size paper with 1” margins, using no less than 12-point font. The cumulative narrative proposal shall not exceed twenty-five (25) pages. Note that this page count applies only to the narrative Proposal submitted and is not inclusive of any pages associated with the required GDC Contract Attachments, Proposer’s

Financial Statements, References or other applicable documents that are required to be submitted.

D. Proposers shall complete, execute and return the Price Schedule provided in the Solicitation

Package (Base Price Schedule). Alternate Price Schedules that offer significant benefits to

GDC may be considered, however the Proposer must still submit the completed Base Price

Schedule.

E. A minimum of three (3) references must be provided and references should consist of organizations for whom the Proposer has performed similar work to the Work described in the Scope of Work (“SOW”) of this Solicitation Package. The following information must be included in the Reference file: Name of the firm being used as a reference, the name, phone number and email address of the point of contact that GDC can contact and a brief summary of the work that the Proposer performed for the referenced firm.

F. For GDC to determine the financial responsibility of the Proposer, the past three years’ worth of certified financial records must be submitted as part of the Proposer’s submission.

Financial records may be marked confidential. If the Proposer does not have certified financial records, the Proposer should submit an RFI requesting that alternate financial records be considered. Financial records may be reviewed by a third-party Contractor on

GDC’s behalf.

G. Proof of insurance or the ability to obtain the insurance requirements outlined in

Attachment I of the Solicitation Package must be submitted at the time that Proposals are submitted. This proof may be presented in the form of a Certificate of Insurance, or a letter from the Proposer’s insurance provider addressed to GDC stating that if awarded the

Contract, the Proposer would be able to obtain the required insurances.

H. All information included in the responses to this RFP shall become the property of GDC and incorporated into the Contract as a referenced document.

9. EVALUATION, CRITERIA AND SELECTION:

A. GDC shall establish a Selection Committee of no fewer than five (5) voting members to review and evaluate Proposals. The Selection Committee may consist of representatives from GDC as well as its Partners. Technical advisors, including outside consultants, and other qualified individuals may assist the Selection Committee with its review of proposals on an as needed basis, but all evaluative determinations and scoring will be within the

GDC’s discretion. The Selection Committee will determine if oral presentations, technology demonstrations, subsequent written questions, or interviews are needed to clarify any information provided by a Proposer.

B. Proposals will be evaluated on a Best Value basis, whereby GDC reserves the right to select the Proposal deemed most advantageous and of the greatest value to GDC. As such, any recommendation for an award resulting from this RFP shall be based upon consideration of a combination of technical and price factors.

C. The required disclosures regarding conflicts of interest and pending litigation and administrative proceedings will be reviewed by the Selection Committee but are not weighed in the selection criteria below. The Selection Committee may reject any Proposals from Proposers including those which, in the Selection Committee’s sole discretion, have material conflicts or pending litigation that could impact their ability to respond to GDC’s needs.

D. The Selection Committee shall evaluate Proposals based on the following criteria listed in descending order of importance: Proposer’s detailed approach and ability to meet GDC’s needs, specifically pertaining to the Proposer’s Capacity, Experience, Key Personnel, Approach, and Pricing. To fully evaluate Proposals, all questions noted in Attachment Q must be included in your Firm’s Narrative Proposal submission.

E. In addition to answering the questions outlined in Attachment Q, Proposers must, at minimum cover the following themes within their Narrative Proposal:

1. Firm Overview (Including Capacity).

2. Experience and Knowledge in the Scope of Work.

3. Experience of Key Personnel.

4. Approach to Work.

5. Customer Service & Technology.

10. PROPOSER’S QUALIFICATIONS (Vendor Responsibility):

A. In order to qualify as a responsible Proposer, in addition to the other requirements herein provided, a Proposer must be prepared to prove to the satisfaction of GDC that it has the integrity, skill, and experience to faithfully perform the Work of the Contract and that it has the necessary facilities and financial resources to perform in a satisfactory manner and within the time specified. All Proposers shall complete and submit the form entitled

“Vendor Responsibility Form” (ATTACHMENT R).

B. The Proposer agrees to provide GDC additional information, or to clarify or supplement information already furnished, including but not limited to information relating to its past performance, its plan for performing the services, prior investigations, indictments and/or convictions, Proposer, and financial conditions via financial statements or other documentation as approved by GDC. The Proposer agrees to permit GDC to conduct site visits to Proposer’s work sites and other locations on an as needed basis.

C. To be considered skilled and experienced, the Proposer must prove, among other requirements of GDC, that it has satisfactorily performed services of the same general type as called for under this RFP.

D. The Proposer shall also be required to secure any necessary insurance policies, as required by ATTACHMNET I, INSURANCE REQUIREMENTS, or necessary licenses, permits or certificates, required by any legislative or regulatory body with jurisdiction of the subject matter, and may be required to furnish evidence of same. In the event that a Proposer does not currently have the minimum required insurances, the Proposer must submit a letter from its insurance Broker attesting that if the Proposer is recommended for an award, the

Proposer will be able to obtain the minimum insurances required.

E. The Proposer is required to be adequately financed to pay promptly for all labor and materials as such obligations become due and to avoid the necessity for assignment of any monies payable.

11. PRICING:

A. ALL PRICES BID MUST BE FIRM AND FIXED (i.e., no price adjustments shall be allowed unless expressly permitted by the Solicitation Package).

B. All prices shall include all costs associated to the performance of the Scope of Work including but not limited to overhead charges, insurance, administrative costs, facilities equipment, profit, and all expenses associated with compliance with laws, rules, and regulations of Federal, State or local authorities and any other expenses incidental to the services to be provided.

12. RESPONSIVE BIDS:

Proposers are advised that a qualified or conditional Proposal or one which is at variance with any provision of the Solicitation Package or fails to meet any requirement thereof applicable to the bid may be rejected as non-responsive. GDC reserves the right to waive minor errors or omissions with respect to a bid submission.

13. UNBALANCED BIDS

When a Bid shows evidence of unbalanced bid prices (e.g., item(s) significantly underbid while others grossly inflated), such Bid may be deemed non-responsive.

14. CONTRACT EXECUTION AND AWARD PROCEDURES:

A. This solicitation may contain Contract Execution pages following GDC’s Standard

Terms & Conditions. However, the Proposer is not to execute these documents at the time of submission of the bid or Proposal. Prior to the Contract award, the prospective awardee will be notified of the required timeframe for it to execute the

Contract, including original Contract Execution pages and applicable Acknowledgment pages. Upon execution, the prospective awardee shall return them to the Procurement

Representative. At the time of the Contract award, GDC will transmit one (1) fully executed Contract to the Contractor.

B. Award of the Contract will be made by issuance of a written Notice of Award informing the successful Proposer that its Bid has been accepted and that it has been awarded the

Contract.

C. The Contract will be awarded to a Proposer based on price and other factors permitted by law. GDC reserves the right to reject any and all Proposals in its sole and absolute discretion.

15. BID/PROPOSAL:

A. A Proposal must be fully and properly completed and duly executed by a person with authority to legally bind the Proposer to the Proposal in accordance with the instructions set forth therein.

B. PROPOSERS MUST RETURN THE PROPOSAL (AND ALL REQUIRED

FORMS AND CERTIFICATIONS) WHICH CONTAINS THE PRICE

SCHEDULE IN ITS ENTIRETY. IN ADDITION, PROPOSERS MUST

ACKNOWLEDGE RECEIPT OF EACH ADDENDUM AS INDICATED IN

ATTACHMNET A. AN ADDENDUM WHICH CHANGES ANY PART OF

THE PRICE SCHEDULE SECTION, MUST BE ATTACHED, OR THE

CHANGE OTHERWISE CLEARLY INCORPORATED ON THE PRICE

SCHEDULE. GDC, in its sole and absolute discretion, may treat a failure to annex or acknowledge receipt of addenda, or to attach any part of the Proposal, as a minor informality where the addenda or portion of the Proposal, as the case may be, is determined by GDC not to be substantive in nature.

C. It is the Proposer’s responsibility to submit its Proposal to GDC in time for the scheduled Bid Opening or Proposal due date. Proposals will be regarded as timely only if they are uploaded to GDC’s secure e-procurement portal prior to the stated due date and time.

D. All Bids will remain unopened until the date and time specified for public Bid

Opening.

E. GDC reserves the right to not award any Contract in response to this RFP. In addition, any Contract awarded in response to this RFP is entered into on a non-exclusive basis. During the term of the awarded contract, GDC reserves the right to procure the same goods and/or services from any other source as determined in

GDC’s sole discretion.

F. Proposers are responsible for any and all costs associated with responding to this

RFP, and GDC shall have no obligation to reimburse Proposers for any such costs.

16. PROPOSAL WITHDRAWAL:

A. By submitting the Proposal, a Proposer irrevocably offers for a ninety (90) day period

(the “Proposal Validity Period”), commencing with the opening of Proposals, to enter into the Contract, if awarded, as hereinafter provided. Subject to Section 17 hereof, each Proposal may not be withdrawn and must remain effective for the Proposal

Validity Period and will be subject to adjustment solely in accordance with the

Contract.

B. After the expiration of the Proposal Validity Period, a Proposal may be withdrawn by a Proposer who has otherwise complied with all of the requirements of the Proposal

Solicitation Package by serving GDC with a written notice of withdrawal. An award made by GDC prior to its receipt of the notice of withdrawal will be valid, notwithstanding that such award is made after expiration of the said ninety (90) day period. For such written notice of withdrawal to be effective, it must be clear, unequivocal, and without conditions.

17. PROPOSAL MISTAKE:

A. A Proposer who seeks permission to withdraw its Proposal due to a mistake or error in preparation of its Proposal shall so notify GDC, in writing, no later than close of business on the third business day following the date of the Proposal Opening (the business day following the day of the Proposal Opening being counted as the first day).

The notice shall specify the details of the claimed error or mistake. Thereafter, GDC shall evaluate the matter and determine if the Proposer will be permitted to withdraw its Proposal.

B. To assist in its determination, GDC may conduct a hearing on the matter, wherein the

Proposer shall, if requested by GDC, give testimony and present documentation, including the Proposer's original bid computation sheets and calculations.

18. NO BID:

In the event that a Proposer who has obtained the RFP or BID package from GDC’s e-Procurement

Portal and elects not to propose, the firm is asked to provide a completed No-Bid form

(ATTACHMENT N) providing the firm’s reasons for not proposing.

19. DEFAULT REGARDING A PROPOSAL:

A. A Proposer who fails to submit data required for, or to appear at any hearing to determine its responsibility or fails to respond to questions regarding qualification for an award of the Contract herein but who would otherwise have been eligible for the award of this Contract, will be in Default Regarding a Proposal as expressly provided herein.

B. A “Default Regarding a Proposal” shall occur by failure of such Proposer to timely submit (if required by the Contract Documents): (i) Performance and Payment Bonds, if applicable; (ii) Disadvantaged Business Enterprise (“DBE”) Submissions; (iii) insurance policies and certificates of insurance; or (iv) any other submission required to be submitted prior to an Award; or the failure of such Proposer to appear at any hearing to determine its responsibility.

C. Except with respect to a Proposer's failure to timely submit the completed DBE

Submissions, a Proposer shall not be deemed in Default Regarding a Proposal if any such failure is without the fault or neglect of the Proposer or Proposer's employees or agents.

D. Upon default, GDC may offset against outstanding invoices as much thereof as may be necessary to cover GDC damages and proceed to contract with such, if any of the original Bidders as, in its opinion, will advance the interests of GDC or may invite further bids. The defaulting Bidder shall thereupon, in either case, be liable to GDC for all loss and damage sustained by it by reason of such default.

20. COMPLIANCE WITH LAWS, RULES, AND REGULATIONS:

A Bidder must be prepared to comply with all local, State and Federal laws, rules, and regulations applicable to the subject matter of this Contract, including those relating to environmental matters.

21. BID/PROPOSAL PROTEST:

A. GDC adopted protest procedures on May 31, 2023 (the “Protest Procedures”). A copy of the Protest Procedures is available on GDC’s website at:

https://www.gatewayprogram.org/wp-content/uploads/2023/07/Gateway-

Development-Commission-Protest-Procedure.pdf. Protests will only be accepted from prospective or actual Proposers whose direct economic interest would be affected by the award or non-award of the Contract. Protests must be in writing and submitted to the GDC Representative. Protests will generally not be considered unless submitted within ten (10) days from the date the protester knew or should have known the facts forming the basis of the protest. Protests prior to a Proposal due date should be filed not later than ten (10) days prior to the due date in order to be considered timely.

Unsolicited supplemental protest submissions will generally not be considered. Protest must include at least the following information: name, address, telephone and email address of the protester, the solicitation Proposal or contract number, a detailed statement of the legal and factual grounds for the protest including copies of relevant documents and a statement as to what relief is requested. A protest found by the Senior

Director of Procurement or his or her designee (the “Protest Officer”) in his or her sole discretion to be patently without merit or not brought in a timely manner shall be rejected without further consideration. The Protest Officer may take any action or make any requests he or she deems necessary in order to investigate the protest and develop a recommendation or disposition for the protest.

B. The Head of Procurement or delegate may determine that an award must be made prior to resolution of the protest when GDC determines that:

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

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

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

GDC.

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

D. Post Award Protests. Subject to GDC’s Protest Procedures, protests after an award should be received by GDC not later than ten (10) days from the date the protestor knew or should have known about the award (the “Protest Period”) and are subject to the substantive requirements as provided in subparagraph A, above. Post-award protests received after the expiration of the Protest Period shall be considered an

“informal inquiry” and will be referred to the appropriate parties administering the contract.

E. A copy of GDC’s Protest Procedures may be obtained by contacting the Procurement

Representative.

22. GDC’S VENDOR CODE OF ETHICS:

Proposer’s Certification of Compliance with GDC’s Vendor Code of Ethics (the “Code”): All

Vendors, as defined by the Code, involved in this Solicitation and during the performance of any resultant contract are subject to the Code, which is available for Proposer’s immediate review in the Proposal Solicitation Package ATTACHMENT V. Accordingly, all Proposers must certify compliance with the Code in the Proposal, which includes the Certification of Compliance with

GDC’s Vendor Code of Ethics.

23. ETHICS NON-COLLUSION:

A. By submission of this bid, each Proposer and each person signing on behalf of any

Proposer certifies, and in the case of a joint bid each party thereto certifies as to its own organization, under penalty of perjury, that to the best of his knowledge and belief.

B. The prices in this Proposal have been arrived at independently without collusion, consultation, communication, or agreement, for the purpose of restricting competition, as to any matter relating to such prices with any other Proposer or with any competitor.

C. Unless otherwise required by law, the prices which have been quoted in this Proposal have not been knowingly disclosed by the Proposer and will not knowingly be disclosed by the Proposer prior to opening, directly or indirectly, to any other Proposer or to any competitor.

D. No attempt has been made or will be made by the Respondent to induce any other person, partnership or corporation to submit or not to submit a bid for the purpose of restricting competition.

A Proposal shall not be considered for award, nor shall any award be made where the provisions above have not been complied with; provided, however, that if in any case the Proposer cannot make the foregoing certification, the Proposer shall so state and shall furnish with the Proposal a signed statement which sets forth in detail the reasons therefor. Where the provisions of this

Section have not been complied with, Proposal shall not be considered for award, nor shall any award be made unless the GDC or official thereof determines that such disclosure was not made for the purpose of restricting competition. The fact that a Proposer (a) has published price lists, rates, or tariffs covering items being procured, (b) has informed prospective customers of proposed or pending publication of new or revised price lists for such items, or (c) has sold the same items to other customers at the same prices being proposed, does not constitute, without more, a disclosure.

Any Proposal submitted to the GDC by a corporate Proposer for work or services performed or to be performed or goods sold or to be sold, where competitive bidding is utilized, and where such bid or proposal contains the certification referred to herein shall be deemed to have been authorized by the board of directors of the Proposer, and such authorization shall be deemed to include the signing and submission of the Proposal and the inclusion therein of the certificate as to non-collusion as the act and deed of the corporation.

[END OF SECTION]

Classification - Public

GATEWAY DEVELOPMENT COMMISSION

STANDARD TERMS AND CONDITIONS FOR SERVICES

1. APPLICABILITY.

A. The accompanying purchase order in substantially the form of Attachment P (“PO”) is the acceptance of an offer by [_____________________] (“the Contractor”) from GDC (as defined below) for the purchase of the Services to be provided by the Contractor in accordance with and subject to these terms and conditions, including the exhibits and attachments hereto (the “Terms”).

B. This Contract (as defined below), together with any documents incorporated herein by reference, constitutes the sole and entire agreement of the parties and supersedes all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and written and oral communications. In the event of any conflict between these

Terms and the PO, these Terms shall control and expressly exclude any of the Contractor’s general terms and conditions, or any other document issued by the Contractor in connection with this Contract.

2. SERVICES.

(1) The Contractor shall provide the services to GDC as described in the Scope of

Work, in accordance with these Terms and a professional and workmanlike manner, with due care, skill, and diligence, and in conformity with the highest standards applicable to the Services or the standard set forth in the Scope of Work, whichever is more stringent (“Standard of Care”).

B. The GDC does not guarantee to order any Services under this Contract and expressly reserves the right, in its sole discretion, to use any person or firm to perform the type of

Services required hereunder.

C. For the purpose of administering this Contract, GDC has designated Jamie McPherson

(jamie.mcpherson@gatewayprogram.org to act as GDC Representative (as defined below).

The Project Manager for this Contract is Bea De LaCruz

(BDeLaCruz@gatewayprogram.org).

D. This Contract shall be signed by the Contractor and GDC’s Deputy Chief of

Administration, Procurement, or GDC’s Chief Executive Officer.

E. Defined Terms as used herein

(1) “AI Systems” means any artificial intelligence systems, computer systems, software, and/or other tools, including without limitation, machine learning algorithms, natural language processing, and other artificial intelligence technologies, for performing or utilizing generative artificial intelligence technology or similar tools capable of automatically producing various types of content (such as source code, text, images, audio, and synthetic data) based on user-supplied prompts, whether or not in connection with GDC Data.

(2) “Change Order” means a document in substantially the form of Attachment O, mutually agreed upon by the parties, that sets forth any changes or amendments to the Contract Documents, such as outlining additional services or reduction of

Services (as defined below) in a Scope of Work and any compensation or savings associated therewith.

(3) “Chief Executive Officer” means the Chief Executive Officer of GDC or his duly authorized representatives acting within the scope of the particular authority vested in him.

(4) “Chief Procurement Officer” means the Chief Procurement Officer of GDC or his/her duly authorized representatives acting within the scope of the particular authority vested in him/her. Until such time as GDC Board of Commissioners appoints a Chief Procurement Officer, Deputy Chief of Administration, Procurement of GDC shall fill that role.

(5) “Contract” or “Contract Documents” means the PO, the Terms, which shall include the execution pages, the Scope of Work, all exhibits attachments (but excluding

Attachment N, Attachment Q, Attachment S), the Technical Specifications (if any), the Contract Drawings (if any), the Price Schedule (as defined below) and the

Contractor’s Proposal (to the extent approved by GDC). The Contract and Contract

Documents are also deemed to include by reference those portions of the Vendor

Responsibility Questionnaire, which contain additional conditions and obligations on the Contractor and rights in favor of GDC. In the event of a conflict, the conflict shall be resolved by interpretation, giving priority to the documents in the following order: a) any Change Order to be entered into by the parties after the Effective Date

(as defined below) of this Contract, b) the Terms the Price Schedule (as defined below), and c) the Contractor’s Proposal (to the extent that is approved by GDC).

(6) “Disabling Code” means any software, virus, Trojan horse, time bomb, or other code that: (i) is harmful or disabling; (ii) enables unauthorized access to GDC

Systems or network; (iii) enables theft or damage to GDC Data; or (iv) otherwise impairs the operation of GDC Systems, the Software, or any third-party system utilized by Contractor in providing the Services hereunder.

(7) “Documentation” means the most current version of all Contractor user manuals, specifications, installation manuals, release notes and other written materials relating to the Software, detailing therein functionality of the Software, including as to all Upgrades, provided by Contractor to GDC.

(8) “GDC” shall mean Gateway Development Commission and its related entities, its

Commissioners, directors, officers, Partners (as defined below), employees, agents, their respective affiliates, successors, or assigns.

(9) “GDC Data” means all data, information, text, drawings, or other materials pertaining to GDC that are embodied in any medium (including all electronic, optical, magnetic, or tangible media) and that are (i) disclosed or supplied to

Contractor by or on behalf of GDC in connection with or incidental to the Services contemplated by this Contract, (ii) accessed, collected, procured, generated, recorded, processed, stored, reported, or transmitted by Contractor or its Personnel in connection with or incidental to the performance of this Contract, or (iii) derived by Contractor or its Personnel from the information described in (i) or (ii) above including any modifications, enhancements, refinement or enrichment of GDC

Data. GDC Data may include, but is not limited to, any Confidential Information, Personal Information or information pertaining to the operations or affairs of the

(10) “GDC Representative” means the procurement representative assigned by

GDC to administer and manage the Contract.

(11) “GDC Project Manager” means the person delegated by GDC to oversee all operation functions of the Services and who shall act as the Contractor’s primary point of contact.

(12) “GDC Systems” means the electronic information systems comprising any one or more of hardware, device, equipment, software (including software, applications or solutions hosted on third-party servers), peripherals, and communications networks owned, leased, operated, subscribed to, or controlled by

(13) “GDC’s IT Risk Management Policies” means (i) the then-current version of at least one applicable industry standard security control framework, e.g., ISO/IEC 27002 or NIST 800-53 or any equivalent standard; (ii) Contractor’s security policies, procedures and controls; and (iii) any information technology risk procedures set forth in an applicable Schedule.

(14) “Indemnified Parties” means collectively, the State of New Jersey, the State of New York, Amtrak, NJ TRANSIT, the Port Authority of New York and New

Jersey, United States Department of Transportation, the Federal Transit

Administration, the Federal Railroad Administration, the Build America Bureau, the Project lenders and funders, and any of their respective commissioners, officials, directors, partners, members, officers, employees, representatives, contractors, consultants, agents, servants, affiliates, subsidiaries, successors, and assigns, and any additional parties that GDC or its Partners agree to indemnify or hold harmless in connection with the Hudson Tunnel Project from time to time

(each of which is an “Indemnified Party”).

(15) “Intellectual Property” or “Intellectual Property Rights” means: (i) all inventions or works and any and all rights under United States or foreign patents, trade secrets, know how, copyrights, trademarks, and other industrial or intangible property rights of a similar nature; (ii) all rights pursuant to grants and/or registrations worldwide in connection with the foregoing and all other rights with respect thereto; (iii) all rights under applications for any such grant or registration, all rights of priority under international conventions to make such applications, and the right to control their prosecution, and all rights under amendments, continuations, divisions, and continuations in part of such applications; and (iv) all rights under corrections, reissues, patents of addition, extensions, and renewals of any such grant, registration, and/or right.

(16) “Law” or “law” means any act, statute, law, ordinance, rule, regulation, requirement, order, directive, permit, legislative or administrative action, decree, judgment, order, code, standard, constitution, or charter of any federal, state, local, municipal, county, agency, commission, or court having jurisdiction over the parties, the Software or the Services.

(17) “Open Source Materials” means any software, library, utility, tool, or other computer or program code (collectively, ) that is licensed or distributed as “free software,” “freeware,” “open source software,” or under any terms or conditions that impose any requirement that the software code or any software using, linked with, incorporating, distributed with, based on, derived from or accessing the software code: (i) be made available or distributed in source code form; (ii) be licensed for the purpose of making derivative works; (iii) be licensed under terms that allow reverse engineering, reverse assembly or disassembly of any kind; or (iv) be redistributable at no charge. Open Source Materials include without limitation any software code licensed or distributed under any of the following licenses or distribution models or similar licenses or distribution models: the GNU General

Public License (GPL), GNU Lesser General Public License or GNU Library

General Public License (LGPL), Mozilla Public License (MPL), BSD licenses, the

Artistic License, the Netscape Public License, the Sun Community Source License

(SCSL) the Sun Industry Standards License (SISL) and the Apache License).

(18) “Option Period” means the additional periods of time in which the Contract may be extended past the Base Period (as defined below) of the Contract.

(19) “Overhead” includes, but is not limited to, the following indirect cost items:

applicable taxes, employee benefits, insurance payments, maternity leave, paternity leave, medical leave, family leave, disability benefits, bonuses, overtime pay, premium pay, parking and car allowance, fringe benefits, retirement plans, union dues, contributions and assessments required by law and collective bargaining, and corporate expenses.

(20) “Partners” means GDC’s partner entities, including Amtrak, New Jersey Transit

Corporation, the Port Authority of NY and NJ, and the States of New Jersey and

New York.

(21) “Personal Information” means any information relating to an identified or identifiable individual, whether such information is in individual or aggregate form and regardless of the media in which it is contained, that is (i) disclosed or supplied to Contractor by or on behalf of GDC in connection with or incidental to the Services contemplated by this Contract, (ii) accessed, collected, procured, generated, recorded, processed, stored, reported, or transmitted by Contractor or its Personnel or the Software in connection with or incidental to the performance of this Contract, or (iii) derived by Contractor or its Personnel from the information described in (i) or (ii) above. For avoidance of doubt, Personal Information includes, but is not limited to, first and last name; home or other physical address including street name and name of a city or town; email address or other online contact information (such as an online user ID or screen name); telephone number;

date of birth; Social Security number (or its equivalent); driver’s license number or other government-issued identification number, such as military identification, passport, or other personal identification number; account information (including financial account information); tax information; payment card data (including primary account number, expiration date, service code, full magnetic stripe data or equivalent on a chip, CAV2/CVC2/CVV2/CID and PIN number); access code, password, passcode or security questions and answers; shared secrets or security tokens used for authentication; birth or marriage certificate; health or medical information, including demographic data, that relates to an individual’s past, present, or future physical or mental health or condition, the provision of healthcare to an individual, or the past, present, or future payment for the provision of healthcare to an individual; health insurance information; biometric data; a persistent identifier, including a customer number held in cookies, processor or device serial number, unique device identifier, or Internet Protocol address;

geolocation or information that can be used to derive geolocation; religious affiliation, employment history, race, sex or sexual orientation, any information that is combined with any of the data elements above including, but not limited to, information regarding an individual customer’s energy usage. Personal

Information may relate to a GDC employee, customer, investor, supplier, contractor, service provider, business partner or any other individual. Personal

Information will also include information otherwise so identified in applicable

Privacy Laws, defined in Section 33(E)(iii)(2) herein.

(22) “Personnel” means the employees, agents, consultants or subcontractors of

Contractor or a Contractor affiliate

(23) The “Price Schedule” means the fees and compensation for the Contractor’s performance of the Services, included in the Contract Documents.

(24) “Proposal” means all documents submitted by the Proposer to GDC in response to the RFP.

(25) “Proposer” means a firm that submits a Proposal to GDC in response to the RFP for this Contract with the intent to perform the Services thereof.

(26) “RFP” means the Request for Proposals.

(27) “RRIF Loan Self Certification” means the certification letter in substantially the form of Attachment X required to be submitted by the Contractor as of the

Effective Date, which includes the form “Contractor Monthly Payment

Certificate” attached as Schedule A thereto.

(28) “Scope of Work” means the document (attached hereto) that sets forth the Services to be provided by the Contractor or its subcontractors, of any tier, if any.

(29) “Security Incident” means any circumstance when (i) the Contractor knows or reasonably believes that GDC Information hosted or stored by the Contractor has been Disclosed; (ii) the Contractor knows or reasonably believes that an act or omission has compromised or may reasonably compromise the cybersecurity of the products and services provided to GDC by the Contractor or the physical, technical, administrative, or organizational safeguards protecting the Contractor's systems or GDC's systems storing or hosting GDC Information; or (iii) The

Contractor receives any complaint, notice, or communication which relates directly or indirectly to a Security Incident involving (A) The Contractor’s handling of GDC Information or the Contractor's compliance with the data safeguards in this Contract or applicable Laws in connection with GDC

Information or (B) the cybersecurity of the products and services provided to GDC by the Contractor.

(30) “SEPs” means the supporting or executing partners of GDC for the applicable

Package of the HTP, including Amtrak, New Jersey Transit Corporation, and the

Port Authority of NY and NJ.

(31) “Service Failure” means a default by the Contractor that has a non-trivial detrimental effect on the Services, the Software, or the performance of the

Contractor’s obligations under this Contract.

(32) “Services” means the services described in the Contract, including the Scope of

Work, to be performed by the Contractor including without limitation any labor, supervision, technical advice, work direction, design, testing, inspection, professional services, drawings, specifications, services, technology, processes, configurations, data, or know-how, provided by the Contractor or its subcontractors to GDC.

(33) “Software” means the program(s) listed in any issued between GDC and the

Contractor or any subcontractor of the Contractor and all Upgrades thereto including the interface(s) between the Contractor’s Software and GDC’s internal

Systems. The term "Software" shall also include all Documentation therefore, the

Source Materials, if applicable, and any modified or derived versions of the

Software created by GDC or any third party on GDC’s behalf, in accordance with this Contract.

(34) “Upgrades” means any corrections, versions, upgrades, updates, patches, enhancements or releases to the Software and/or the Documentation which The

Contractor may furnish to GDC. Where the Contractor uses third party tools and software in, or to deliver, the Software, the Contractor shall be responsible to

Upgrade those third-party tools and software, too, ensuring that such third-party resources are also properly maintained and patched.

3. TERM. The base term of this Contract, commencing upon full execution (“Effective Date”) of the Contract unless otherwise agreed upon, is two (2) years (the “Base Period”), plus three

(3) one (1) year Option Period(s). GDC reserves the right to exercise the Option Period(s) at its sole discretion. Notification of the exercise of said Option Period(s) shall be provided in writing from GDC Representative in no less than 30 days before the expiration date of the

Contract’s term.

4. COMPLIANCE WITH LAWS. The Contractor and its subcontractor(s) shall comply with all applicable federal, state, municipal, local, and departmental laws, ordinances, codes, rules, regulations, and orders that would affect or control the Services.

5. TOTAL AMOUNT. The Contractor shall not continue to render Services under this Contract after the point at which the total amount to be paid to the Contractor for the Services hereunder, in accordance with Paragraph 6 hereof entitled “Compensation,” including reimbursable expenses, reaches the amount set forth in the PO, unless the Contractor is specifically authorized in writing to continue to do so by GDC Representative. If no such authorization is issued, the Contractor shall stop performing any further Services, but the Contractor shall be compensated as hereinafter provided for Services already completed. It is understood, however, that this limitation shall not be construed to entitle the Contractor to the above amount as a minimum compensation.

6. COMPENSATION. As full compensation for all of the Services provided by the Contractor in connection with this Contract, GDC will pay the Contractor the total of the amounts computed as set forth in the PO and the Price Schedule, subject to the provisions set forth herein. Travel time is not reimbursable unless approved in advance and in writing by GDC.

A. COST OF SUBCONTRACTORS. Subject to prior approval by GDC, the Contractor shall be reimbursed for the costs of any subcontractors, of any tier, that are not affiliated with the

Contractor, which shall, in each case, include only an amount equivalent to the aggregate amount actually paid to the subcontractors by the Contractor. Under no circumstances shall any subcontractor(s) contract, at any tier, contain a cost-plus-percentage-of-cost compensation structure.

B. REIMBURSABLE EXPENSES. The Contractor shall be compensated at an amount equal to the out-of-pocket expenses permitted by the Price Schedule and approved in writing and in advance by GDC Representative…