2026 RIOC RFP for Legal Services.pdf

Roosevelt Island Operating Corporation of the State of New York

Request for Proposals RFP Legal Services - April 2026

RFP #: Legal Services Panel - April 2026____________

Schedule of Events Event Date

Publication Date April 3rd, 2026 9:00 AM Request for Information Cutoff Date April 17th 2026 3:00 p.m.

Request for Information Response Posting April 23rd, 2026 3:00 p.m.

Due Date April 29 2026 by 3:00 p.m.

Interview Schedule May 7th, 2026 through May 13th, 2026 Anticipated Award End of May, 2026

RFP #: Legal Services Panel - April 2026_

Purpose of This RFP The Roosevelt Island Operating Cooperation (“RIOC” or “Corporation”) hereby requests proposals (a “Proposal” or the “Proposals”) from law firms and individual practitioners, large and small, (individually an “Offeror” or “Respondent” and collectively the “Offerors” or the “Respondents”) to provide legal representation to RIOC. In particular, RIOC seeks Proposals from Offerors with demonstrable expertise in one or more of the following areas of law (including, in each instance, litigation capabilities):

(1) general corporate law and corporate governance;

(2) real estate (including but not limited to, redevelopment) and land use;

(3) residential and commercial landlord/tenant;

(4) environmental;

(5) construction;

(6) labor & employment;

(7) general litigation (other than personal injury litigation); and

(8) municipal/government entity representation

(all such services collectively, “Legal Services”).

Additional information regarding the scope of the Legal Services is set forth in the Scope of Services, attached hereto as Exhibit 1. Offerors may submit Proposals to provide Legal Services in one or multiple practice areas, but may only submit one (1) Proposal, which should clearly identify the practice areas for which the Respondent seeks to be considered.

The purpose of this RFP is to identify a panel of pre-qualified counsel and law firms that would be eligible to represent RIOC in legal matters from time to time. Inclusion on the pre-qualified legal counsel list does not mean or imply that any firm will in fact be selected or engaged to provide legal services to RIOC. Such selection and engagement will take place only when a need for outside legal counsel arises. The purpose of the pre-qualified list is to procure legal counsel available for engagement on short notice.

This solicitation does not modify or affect existing retainer agreements. However, any firm, including those currently providing services to RIOC, must submit a Proposal if they wish to be pre-qualified to provide paid legal services to RIOC for new matters assigned after the expiration of the current panel in April 2026.

After RIOC’s selection and engagement of a law firm or firms, the successful contractor (the “Contractor”) is expected to provide all personnel, materials and equipment, and perform all scope of work items, as indicated in the Scope of Services.

Neither the submission of a response to this RFP by any entity nor the acceptance of such response by RIOC will obligate RIOC in any manner whatsoever. RIOC reserves the right to accept or reject any or all Proposals received in response to this RFP. Legal obligations will only arise upon execution of a formal contract by RIOC and the entity/entities selected by RIOC.

Organizational Background RIOC was created by New York State legislature in 1984 and charged with the duty to develop, operate and manage Roosevelt Island. To date, these broad goals have furthered the development of fifteen residential complexes that provide approximately a total of 5,500 units of housing to Roosevelt Island residents, which total includes the Island’s thriving mixed-income community.

The Island’s 147 acres supports a population of approximately 14,000 residents. The Corporation operates an Aerial Tramway, an on-Island bus service, and maintains a safe environment for the Island’s residents, workers and visitors. As part of its mission, the Corporation has strived to enhance the quality of life by promoting public facilities, open spaces and commercial facilities including the noted Aerial Tramway, sanitary and safety departments, pedestrian walkways, recreational activities, open spaces, a street system as well as a variety of storefronts along the Island’s Main Street. Recreational activities available in the Sportspark recreational facility include a swimming pool, full-size basketball court, ping pong room, and weight room. Open recreational spaces include Lighthouse Park, Octagon Soccer Field, Octagon Pony Field, Capobianco Field, Firefighters Field and Southpoint Open Space.

RIOC currently employs approximately 161 employees, including approximately 73 union employees pursuant to three collective bargaining agreements (Local 210, Local 32B/J, and

PSOBA).

RFP Key Points

• Read the RFP in its entirety. Note key items such as: critical dates, qualifying and mandatory requirements, services required, and proposal packaging requirements.

• Only correspond with the “Designated E-mail Contact For Offerors.” Note the name and e-mail address of the “Designated Contact(s),” i.e., the only individual(s) you are allowed to contact regarding this RFP — as specified in the “Instructions to Offerors”.

• Check the RIOC website often. All amendments, clarifications, Offeror/Offeror questions with RIOC responses, along with any announcements relating to this bid will be posted on RIOC’s web site at https://www.rioc.ny.gov/info/rfps-and-bids

It is the Offeror’s responsibility to check RIOC’s website periodically for any updates. All applicable amendment information must be incorporated into the Offeror’s Proposal. Failure to include this information in your Proposal may result in disqualification or a reduced technical score.

• Take advantage of the question and answer period. Submit your questions to the Designated Contact by the date listed in the Schedule of Events.

• Provide complete answers/descriptions. Offeror Proposals must completely address all qualifying and mandatory requirements. To ensure you are not disqualified from the bid https://www.rioc.ny.gov/info/rfps-and-bids evaluation process, thoroughly read all proposal requirements and provide complete responses.

• Review the RFP document and your Proposal. Make sure all requirements are addressed and all copies are identical and complete.

• Package your Proposal as specified in the RFP. Make sure your Proposal conforms to the packaging requirements. Proposals not packaged accordingly may be deemed non-responsive leading to disqualification of the bid.

• Submit your Proposal on time. Proposals received after the date and time listed in the Schedule of Events will not be considered for award except as indicated in section “NYS Reserved Rights” on page 12 and may be returned, unopened, to the sender.

General Information/Requirements about this RFP Term and Commencement of Services

RIOC seeks the aforementioned Legal Services for a contract term of five (5) years, with an optional five (5) year renewal, at the sole discretion of RIOC. When awarded the contract, the attached Form of Retainer Agreement will be presented to the selected contractor for execution. If the selected contractor fails or refuses to perform the services as described in the Bid Package, RIOC may terminate the selected contractor’s services in accordance with Section 7 - Termination of RIOC’s Standard Form of Contract for Services annexed hereto as Exhibit 3. Offerors are encouraged to review this document prior to submitting proposals as the successful Offeror will be required to execute this standard contract.

The anticipated contract commencement date is Mid-May 2026 upon Board approval .

Restricted Period

As provided in the Lobbying Form appended to this RFP at Attachment D, an Offeror/Offeror is restricted from making contacts from the earliest notice of intent to solicit offers through final award and approval of the contract. Helpful background and guidance related to legislative requirements imposed upon an Offeror/Offeror may be found in Attachment D, as well as the Instructions to Offerors included below.

Accordingly, interested parties shall only contact the Designated Contact, Amy Firestein, Director of Procurement, by email only ( rfpbids@rioc.ny.gov ).

Registered Intent to Bid

As stated in the “RFP Key Points,” it is the Offeror(s)/Offeror(s) responsibility to check RIOC’s website for any addenda and to include such addenda with their proposals. For those Offerors/Offerors electing to register their intent to bid, RIOC will make reasonable attempts to notify each registered Offeror/Offeror of posted addenda or changes in the bid document for the specific project registered. Offerors may register their intent to bid for this RFP by sending an e-mail to the Designated E-mail Contact for Offerors by the Request for Information Cutoff Date mailto:rfpbids@rioc.ny.gov outlined in the “Timeline for RFP,” below. Please provide your e-mail address, name of registering business entity, and name of the authorized contact within the body of the e-mail.

Submissions

Information submitted as attachments/appendices to the proposal should specifically support elements considered in the Proposal Evaluation Criteria (see below “Proposal Evaluation Criteria”).

Attachment/Appendix material may include curriculum vitae and/or resumes of staff that will be assigned to this project. Elaborate brochures, reproduced copies, or printouts of standard manuals or sales literature may not be substituted for the required proposal narratives and responses, but may be included in appendix material as a sample to further exemplify the narrative and response (i.e., responses such as “see attachment” or “see appendix” are not sufficient). New York State Tax Law §5-a.

New York State Department of Taxation and Finance – Section 5-a of the Tax Law, as amended, effective April 26, 2006, requires certain contractors awarded state contracts for commodities, services and technology valued at more than $100,000 to certify to the Department of Tax and Finance (“DTF”) that they are registered to collect New York State and local sales and compensating use taxes. The law applies to contracts where the total amount of such contractors’ sales delivered into New York State are in excess of $300,000 for the four quarterly periods immediately preceding the quarterly period in which the certification is made, and with respect to any affiliates and subcontractors whose sales delivered into New York State exceeded $300,000 for the four quarterly periods immediately preceding the quarterly period in which the certification is made.

Contractors MUST complete and submit Contractor Certification Form ST-220-TD directly to the New York State Taxation and Finance (see http://www.tax.ny.gov/pdf/current_forms/st/st220td_fill_in.pdf). Unless the information upon which the ST-220-TD is based changes, this form only needs to be filed once with DTF. If the information changes for the contractor, its affiliate(s), or its subcontractor(s), a new form (ST-220- TD) must be filed with DTF.

Further, where the amount of the contract is expected to exceed $100,000 all respondents must include a properly completed Form ST-220-CA (see http://www.tax.ny.gov/pdf/current_forms/st/st220ca_fill_in.pdf). However, if a vendor is not registered with DTF due to a lack of sales of over $300,000 within the relevant period, the vendor must submit an affidavit certifying the same. It is important to note that Section 5-a does not apply to contracts for architectural, engineering or surveying services. If in doubt, respondents should contact the Department of Tax and Finance after having reviewed DTF Publication 223 (http://www.tax.ny.gov/pdf/publications/sales/pub223.pdf).

Contractor MUST complete and submit form ST-220-CA to Roosevelt Island Operating Corporation (see http://www.tax.ny.gov/pdf/current_forms/st/st220ca_fill_in.pdf), certifying that the contractor filed the ST-220-TD with DTF. Failure to make either of these filings may render an Offeror/Offeror non-responsive and non-responsible. Offerors/Offerors shall take the necessary steps to provide properly certified ST-220-CA forms to RIOC with their bid as applicable. Further in accordance with the requirements of Section 5-a, any contract resulting from a solicitation will require periodic updating of the certifications contained in Form ST-220-CA.

Scope of Services

RIOC is a New York State Public Benefit Corporation that operates and develops Roosevelt Island.

RIOC seeks qualified counsel to advise, assist and represent RIOC (on an as needed basis) on matters pertaining to, inter alia, those subject matters listed in the above section entitled “Purpose of This RFP”, all of which are further described in Exhibit 1.

INSTRUCTIONS TO RESPONDENTS

Exhibit 5 outlines specific insurance coverages that the successful Offeror will be required to obtain.

Proposal Format and Required Attachments:

Respondents should take into account all items requested in the Scope of Services, References, Timeline, Instructions to Offerors, and all other pertinent sections of this RFP, when submitting a proposal.

Respondents MUST submit one (1) original with all documents required to be signed in ink and three (3) copies of the proposal including any and all forms and attachments. Proposals should be indexed clearly marking the different items included in Part A and B below.

Each Offeror MUST submit a USB containing the complete submission in PDF format along with the number of hard copies specified above. The inclusion of the required USB without also submitting the required printed copies will not be considered a timely submission and Offerors will be disqualified for doing so.

A. Cover Letter

Each Offeror MUST submit a cover letter containing a description of the services and the names of firm members to be assigned to the account, the experience of the firm and its members, in representing RIOC in Respondent’s selected subject matters, and the hourly rates applicable to the firm members (indicating whether such rates are discounted as a “state rate” for public entities, whether the firm is willing to waive “travel time” to/from Roosevelt Island, Westlaw/Lexis fees, and any number of hours the firm is willing to waive as “start-up,” learning curve, time). Additionally, please provide any samples of materials produced by the firm used to educate clients on development matters and related issues. Incumbent firms should indicate whether they are willing to continue working on pending matters at or below original rates. Proposals will be evaluated based on experience, resources, approach and price (hourly rate). Qualified firms should have, inter alia, a working knowledge of the following subject matters:

(1) general corporate law and corporate governance;

(2) real estate (including but not limited to, redevelopment) and land use;

(3) residential and commercial landlord/tenant;

(4) environmental;

(5) construction;

(6) labor & employment;

(7) general litigation (other than personal injury litigation); and

(8) municipal/government entity representation.

TO EXPAND UPON THE AFOREMENTIONED COVER LETTER REQUIREMENTS, REVIEW THE

FOLLOWING:

1. Questions and Information Sought Relating to the Services

(i) Indicate which of the relevant practice areas your firm is interested in serving as counsel for RIOC. For each practice area, provide a description of your firm’s relevant experience in providing the Legal Services as described in the Scope of Services attached as Exhibit 1. Please include a brief description of representative matters, along with your firm’s role in those matters.

(ii) Briefly describe your firm’s background, services, size, and history, as these factors are relevant to the Legal Services.

(iii) Identify the “Lead Partner” or “Principal” who will be the primary contact and lead attorney in providing services to RIOC, and who will be listed as a “key person” in any contract with RIOC. If proposing to provide services across more than one practice area, provide a lead attorney contact for each practice area.

(iv) Indicate whether services have been provided previously to RIOC, or any other New York State, local or federal entities. If so, list and describe any and all work performed including (a) the date(s) such work was performed, (b) the entity for which such work was performed, and (c) the area of expertise for the work performed.

(v) Please describe your firm’s experience with similar work for any other public sector clients outside of those listed in your response to question 4, above.

(vi) If the law firm is a State-certified MWBE or SDVOB firm, provide documentation evidencing certification. Law firms that are not certified, but have applied for certification, should provide evidence of filing, including the filing date.

(vii) Identify any and all exceptions taken to RIOC’s standard retainer agreement, attached as Exhibit 4, explaining the reasons for such exceptions. Such exceptions must be detailed in an appendix to your Proposal labeled, “Appendix:

Objections to RIOC Form of Retainer Agreement.” No exceptions to the retainer agreement will be considered by RIOC after submission of the Proposals. RIOC maintains the right to reject Proposals based on non-conformance with the standard form of retainer agreement.

2. Questions and Information Sought Relating to Respondent’s Firm & Eligibility

(i) Within the past three (3) years, have there been any significant developments in your firm such as changes in ownership or restructuring? Do you anticipate any significant changes in the near future? If so, please describe.

(ii) How does your firm identify and manage conflicts of interest?

(iii) Are there any potential conflict of interest issues posed by your firm’s performance of the Services on behalf of RIOC?

(iv) Has your firm or have any of the firm’s partners/employees been disciplined or censured by any regulatory body within the last five (5) years? If so, please describe the relevant facts and disposition.

(v) Within the last five (5) years, has your firm, or a partner or employee in your firm, been involved in litigation or other legal proceedings relating to the provision of professional services? If so, please provide an explanation and the current status or disposition of the matter.

(vi) List any professional or personal relationships your firm’s employees may have with RIOC’s Board Members and/or employees. This does not include contacts Respondent has had with RIOC Board Members or employees relating to Respondent’s past or present representation of RIOC in a legal matter. A list of RIOC Board Members and employees is attached as Exhibit 6.

(vii) If selected, will your firm assign any person to this engagement who was previously an employee of RIOC? If so, please: i) identify when (month and year) that person’s employment at RIOC terminated, and ii) describe that person’s involvement, if any, with matters related to this RFP during his/her employment at RIOC.

(viii) In the past five (5) years, have any public sector clients terminated their working relationship with your firm? If so, please provide a brief statement of the reasons.

Provide the name of the client and provide a contact person, address and telephone number.

B. References

• Respondent shall provide a minimum of three (3) references that are using services of the type proposed in this RFP.

• Respondent shall provide the company or agency name, the location where the services were provided, contact person(s), customer telephone number, a complete description of the services performed, and dates the services were provided.

• RIOC reserves the right to use any information, including additional references deemed necessary to determine respondent’s ability to perform the conditions of the contract.

Negative references may be grounds for proposal disqualification.

C. Attachments

1. Attachment A: Each Offeror MUST include a Non-Collusive Proposal Certificate, Non Collusive Affidavit and a notarized Acknowledgement by Offeror form.

2. Attachment B: Bid Proposal Form. The Bid Proposal Form Document should specify the hourly rates for partners, senior and junior counsel, along with administrative/paralegal staff rates.

3. Attachment C: M/WBE Utilization Documents – As a NYS Public Benefit Corporation, the Roosevelt Island Operating Corporation encourages the participation of minority and women-owned businesses in all contracts. For the purposes of this solicitation, utilization goals of 30% minority owned business and women-owned business have been established, resulting in a total M/WBE utilization goal of 30%. Only entities certified as M/WBEs by the Empire State Development Corporation will be considered toward the utilization goals.

Offerors are required to submit a Utilization Plan, on the form provided, indicating the percentage of the contract that will be fulfilled by M/WBE participants, whether as prime contractors, subcontractors, or suppliers. Any requests for waivers must be submitted on the proper form with appropriate reasoning and/or documentation to substantiate a waiver request.

The following M/WBE Utilization Documents are included in Attachment C:

• Contractor Requirements and Procedures for Business Participation Opportunities for New York State Certified Minority-and-Women-Owned Business Enterprises and Equal Employment Opportunities for Minority Group Members and Women

• M/WBE 100: Minority and Women-Owned Business Enterprises-Equal Employment Opportunity Program (M/WBE-EEO) Policy Statement

• M/WBE 103: M/WBE Utilization Plan

• M/WBE 104: Waiver Request

• M/WBE 105: M/WBE Quarterly Contractor Compliance Report

RIOC wishes to maximize the participation of Service-Disabled Veteran- Owned-Businesses (SDVOB) in the performance of RIOC contracts, in accordance with Article 3 of the New York Veterans' Services Law (VET) Chapter 13.

RIOC has established an overall goal of 0% for SDVOB participation for this RFP. The basis for determining the dollar value of this 0% is the final contract price (including change orders). Only firms currently certified by

OGS can be used to meet SDVOB participation goals on this contract.

Certified firms can be found at https://online.ogs.ny.gov/SDVOB/search.

Required SDVOB Forms:

Form SDVOB 103– Utilization Plan

SDVOB 104 and request a full or partial waiver.

If your firm is unable to identify any partnership opportunities with currently certified SDVOB firms, in lieu of Form SDVOB 103 above, you may submit Form SDVOB 104 and request a full or partial waiver. With this waiver request you must submit documentation showing your firm’s Good Faith Efforts, as listed on page 2 of Form SDVOB 104 and defined by 5 NYCRR Section 252.2(n). Such documentation includes, but is not limited to, a list of all SDVOB firms from the OGS SDVOB Directory in this region and applicable trades, and copies of emails and/or dates-times of all phonecalls soliciting the certified SDVOBs for this bid.

RIOC may deem a Bidder non-responsive if a Bidder fails to submit an SDVOB Utilization Plan.

If awarded a Contract, Contractor certifies that it will follow the submitted SDVOB Utilization Plan for the performance of SDVOBs on the Contract pursuant to the prescribed SDVOB contract goals set forth above. Contractors will be required to submit a “Contractor’s Monthly SDVOB Compliance Report” (Form SDVOB 101) pursuant to their SDVOB Utilization Plan

Contractor further agrees that a failure to use SDVOBs as agreed in the Utilization Plan shall constitute a material breach of the terms of the Contract.

Upon the occurrence of such a material breach, RIOC shall be entitled to any remedy provided herein, including but not limited to, a finding of Contractor non-responsibility.

4. Attachment D: Lobbying Form – Offerors must complete a copy of the Lobbying Form.

General background information about relevant legislation and requirements imposed upon the Offeror/Offeror may be found directly on the form.

5. Attachment E: Encouraging Use of New York Businesses in Contract Performance – New York State businesses have a substantial presence in State contracts and strongly contribute to the economies of the state and the nation. In recognition of their economic activity and leadership in doing business in New York State, Offerors/Offerors for this contract for commodities, services or technology are strongly encouraged and expected to consider New York State businesses in the fulfillment of the requirements of the contract. Such partnering may be as https://online.ogs.ny.gov/SDVOB/search subcontractors, suppliers, protégés or other supporting roles. All Offerors should complete this form to indicate their intent to use/not use New York Businesses in the performance of this contract.

6. Attachment F: Vendor Responsibility Questionnaire - New York State Procurement Law requires that state agencies award contracts only to responsible vendors. Vendors are invited to file the required Vendor Responsibility Questionnaire online via the New York State VendRep System or may choose to complete and submit a paper questionnaire. To enroll in and use the New York State VendRep System, see the VendRep System Instructions available at www.osc.state.ny.us/vendrep or go directly to the VendRep system online at https://portal.osc.state.ny.us. For direct VendRep System user assistance, the OSC Help Desk may be reached at 866-370-4672 or 518-408-4672 or by e-mail at ITServiceDesk@osc.state.ny.us. Vendors opting to file a paper questionnaire can obtain the appropriate questionnaire from the VendRep website www.osc.state.ny.us/vendrep or may contact the Roosevelt Island Operating Corporation or the Office of the State Comptroller for a copy of the paper form. Offerors/Offerors must also complete and submit the Vendor Responsibility Attestation at Exhibit 2 as part of its proposal.

Timeline for RFP:

Schedule of Events Event Date

Publication Date April 3rd, 2026 9:00 AM Request for Information Cutoff Date April 17th 2026 3:00 p.m.

Request for Information Response Posting April 23rd, 2026 3:00 p.m.

Due Date April 29 2026 by 3:00 p.m.

Interview Schedule May 7th, 2026 through May 13th, 2026 Anticipated Award End of May, 2026

Bid Submission:

All proposals must be sealed. Proposals will be received at the address below by 3:00 p.m. on April _ 29, 2026. Proposals received after this date and time will not be considered. Please forward proposals as follows to:

ATTN: Amy Firestein, Director of Procurement Sealed Bid – RFP #: Legal Services Panel - April 2026_ Roosevelt Island Operating Corporation 426 Main Street Roosevelt Island, NY 10044

EVALUATION SELECTION PROCESS: PROPOSAL EVALUATION CRITERIA/PROPOSAL

SCORING METHODOLOGY

A. Evaluation Each timely submitted Proposal will be reviewed for compliance with the form and content requirements of this RFP. A committee of RIOC employees selected by RIOC (the “Committee”) will then review and evaluate the Proposals in accordance with the evaluation criteria set forth below. While only Committee members will score the evaluation criteria, the Committee may consult an outside expert for advisement on the evaluation of matters requiring technical expertise. Before final selection, RIOC must determine that the proposed selected Respondent is responsible, in accordance with applicable law and RIOC’s Procurement Guidelines posted on RIOC’s website.

B. Interviews

RIOC reserves the right to decide whether to interview any or all of the Respondents. The Committee may conduct interviews for various purposes, including to further assess a Respondent’s ability to perform the Work or provide specific services, or to seek information related to any other evaluation criteria. The proposed Lead Attorney, as well as other key members of Respondent’s team, must be available to participate in the interview.

C. Evaluation Criteria for Selection

Selection will be based upon the best value method comprising of technical evaluation and cost proposal as follows:

1. Technical Evaluation:

Criteria Categories Scoring Methodology

A.

Qualifications and experience of the Respondent and proposed counsel in each practice area for which pre-qualification is sought, as evidenced by information provided in accordance with the section “Instructions to Offerors” and other sections in this RFP.

50%

B.

Demonstrated relevant experience representing municipalities or other, similar governmental entities.

30%

C.

Overall quality of Proposal, including cohesiveness, brevity, clarity of response, and responsiveness to the requirements of this

RFP.

20%

Total

100%

2. Cost Proposal Evaluation.

The Contract will be awarded to the highest technically rated Respondent whose Proposal is determined to be responsive and in the best interests of RIOC, subject to a determination that the Cost Proposal is fair, reasonable, and provides the best value to RIOC.

D. Basis for Panel Selection and Contract Award

RIOC will assess the Proposals utilizing the criteria set forth above. RIOC will select multiple Respondents for its “pre-qualified” Legal Services panel and will then enter into Contracts with one or more of those pre-qualified Respondents on an as-needed basis. Selection as a pre-qualified Respondent is subject to RIOC’s determination that the Proposal is responsive to the requirements stated in this RFP, that the Cost Proposal is fair and reasonable and that the Respondent receives a satisfactory score as a result of the technical evaluation.

RIOC will consider the various factors when assigning Legal Services work, which may include but not necessarily be limited to:

• The specialized expertise of the Firm;

• The availability and expertise of Firm’s assigned employees;

• The amount of other RIOC work assigned to the Firm; and

• The Vendor’s use of MWBE and SDVOB subcontractors/consultants.

Interviews will be conducted as follows:

1. RIOC reserves the right, in its absolute and sole discretion, whether to interview any or all the Respondents. The rating committee may conduct interviews for many reasons, including to further assess Respondent’s ability to perform the services, or to seek information related to any other evaluation criteria. Respondent(s) will be notified of the date and time of their Interview and whether such Interview will be conducted via telephone, video conference or other medium. The Interview should further demonstrate the Respondent's ability to provide the required services. Further information with regard to the format of this stage of the evaluation may be requested at this time.

2. Following the Interview(s), RIOC staff responsible for review and evaluation of the proposals will finalize the scoring of each finalist interviewed on the criteria listed above.

NYS Reserved Rights

RIOC reserves the right to:

• Reject any or all proposals received in response to the RFP;

• Withdraw the RFP at any time, at the agency’s sole discretion;

• Make an award under the RFP in whole or in part;

• Disqualify any Offeror whose conduct and/or proposal fails to conform to the requirements of the RFP;

• Seek clarifications and revisions of proposals;

• Use proposal information obtained through site visits, management interviews and the

State’s investigation of a Offeror’s qualifications, experience, ability or financial standing, and any material or information submitted by the Offeror in response to the agency’s request for clarifying information in the course of evaluation and/or selection under the

RFP;

• Prior to the bid opening, amend the RFP specifications to correct errors or oversights, or to supply additional information, as it becomes available;

• Prior to the bid opening, direct Offerors to submit proposal modifications addressing subsequent RFP amendments;

• Change any of the scheduled dates;

• Eliminate any mandatory, non-material specifications that cannot be complied with by all of the prospective Offerors;

• Waive any requirements that are not material;

• Negotiate with the successful Offeror within the scope of the RFP in the best interests of the State;

• Conduct contract negotiations with the next responsible Offeror, should the agency be unsuccessful in negotiating with the selected Offeror;

• Utilize any and all ideas submitted in the proposals received; and

• Require clarification at any time during the procurement process and/or require correction of arithmetic or other apparent errors for the purpose of assuring a full and complete understanding of an Offeror’s/Offeror’s proposal and/or to determine an Offeror’s/Offeror’s compliance with the requirements of the solicitation.

Exhibit 1

Scope of Services

Selected firms will be kept on a retainer to RIOC in accordance with the Retainer Agreement attached as Exhibit 4. RIOC will reach out to retained firms directly through the firm’s point of contact as designated in their Proposal based on the firm’s demonstrated experience in a given practice area and in RIOC’s sole discretion. Matters will then be assigned by the Point of Contact to one or more attorneys in the firm as approved in advance by RIOC. RIOC reserves the right to request to review the resumes of any attorney which it has not previously approved, as well as to deny the assignment of any matter to any specific attorney, regardless of whether that attorney had been previously approved by RIOC. RIOC reserves the right to assign firms with demonstrated expertise in one area of law to a legal matter that may cross over to subject matter areas typically covered by firms with expertise in other practice areas. The case volume for each practice area varies from year to year but generally encompasses the following practice areas:

Real Estate & Redevelopment – includes, but is not limited to, review and drafting of contracts, transforming raw land or existing properties into functional, valuable real estate, involving conceptualizing, financing, managing, and overseeing construction or renovation from idea to completion, creating residential, commercial, or mixed-use buildings. Assist with coordinating diverse activities like site selection, design, permits, and construction, often requiring vision, financial acumen, and leadership to bring a project to market.

Land Use –includes, but is not limited to, advising on and representing RIOC’s interests in, national, regional and local land use matters, including zoning exemptions due diligence and analysis, condominium conversions, and advising on various New York City tax exemption programs including New York City’s 421-a program. Experience handling land use disputes (pre-litigation and litigation) is also desirable.

Construction – includes, but is not limited to, review of contracts, specifications, purchase/job orders and change orders relating to construction and design projects, contract template review and analysis, advising on procurement laws and bid award process, and construction dispute resolution, including litigation and alternative dispute resolution procedures.

Labor & Employment– includes both non-litigation and litigation matters. Non-litigation matters may include, but not be limited to, advice on internal employee matters, including severance-related matters, organized labor disputes and negotiations, aid in drafting policies and best practices, and internal investigations. Litigation matters may include representation of RIOC in labor/employment-related claims (e.g. Title VII, ADA, ADEA) in state and federal court, as well as administrative proceedings/hearings, arbitration and mediation.

Municipal/Government Entity Representation- includes, but is not limited to, advising RIOC and/or representing RIOC in litigation related to the wide range of issues affecting a public benefit corporation, such as day-to-day operational issues such as corporate governance, compliance with open meetings laws and the Freedom of Information Law, general commercial litigation, Article 78 proceedings, actions commenced by or against RIOC, its members, officers and employees arising out of the performance of their duties and responsibilities, civil rights litigation, and allegations of constitutional law violations.

RIOC is not seeking representation for personal injury or tort claims.

Residential and Commercial Real Estate and Landlord/Tenant – includes, but is not limited to, any matter involving the RIOC’s real property assets, both commercial and residential, such as representing RIOC in its acquisition, sale and leasing of real property, all negotiations related thereto, compliance, enforcement of lease provisions, property maintenance, and title disputes.

Environmental – includes, but is not limited to, advising in environmental regulatory matters, strategic advice, zoning opinions and letters, advising on the public trust doctrine, environmental approvals for development projects, litigating environmental disputes, and matters relating to flood and storm resiliency.

Retained firms may generally be asked to assist RIOC with legal matters falling into any of the above-stated categories that arise in the ordinary course of RIOC’s business. Such assistance may include, but shall not be limited to, attending meetings, reviewing and commenting on documents, drafting and otherwise preparing agreements, and providing clarity in response to specific RIOC questions.

RIOC reserves the right to request assistance from any or all firms on retainer in any or all of the practice areas listed above. RIOC further reserves the right to decline to request the assistance of or assign work to any or all firms on retainer during the term of the retainer. Firms are responsible for tracking hours worked on each matter and submitting detailed invoices to RIOC as more fully set forth in the Retainer Agreement.

In the event that the principal partners and attorneys identified as being responsible for RIOC’s matters or other key members of a firm’s team in a particular area of expertise, leave the firm, RIOC, in its sole discretion, will determine whether its agreement with that firm shall terminate, shall remain with the firm, or shall “follow” those key law firm member(s). Similarly, if a firm combines with another firm and such principal partners and other attorneys remain with the newly combined firm, the newly combined firm will be considered to be pre-qualified in that area of expertise and RIOC may elect to enter into a Retainer Agreement with the combined firm.

Exhibit 2 - Vendor Responsibility Attestation

As provided in Proposal Format and Required Attachments, I hereby submit this form certifying:

Choose One:

An on-line Vendor Responsibility Questionnaire has been updated or created at OSC's website: https://portal.osc.state.ny.us within the last six months.

A hard copy Vendor Responsibility Questionnaire is included with this proposal/bid and is dated within the last six months.

A Vendor Responsibility Questionnaire is not required due to an exempt status.

Exemptions include governmental entities, public authorities, public colleges and universities, public benefit corporations, and Indian Nations.

Signature of Organization

Official:

Print/Type Name:

Title:

Organization:

Date Signed:

Exhibit 3 – RIOC’s Standard Form Contract for Services

Exhibit 3 RIOC Standard Form Contract for Services

v. 20260326

ROOSEVELT ISLAND OPERATING CORPORATION

STANDARD FORM CONTRACT FOR SERVICES

DATE OF CONTRACT: XXXXX

1. CONTRACT NO.: XXXXXX

2. PROJECT NAME: XXXXXX

3. CONTRACTOR: Entity Name

4. ROOSEVELT ISLAND OPERATING CORPORATION

426 MAIN STREET

ROOSEVELT ISLAND, NEW YORK 10044

ATTENTION: Name: XXXXXX Title: XXXXXX Tel. xxx.xxx.xxxx E-mail: xxx.xxx.xxxx

5. HEREBY REQUESTS YOU

Entity Name Address 1 Address 2 Attn: Contact Name/Title Tel. xxx.xxx.xxxx Fax xx.xxx.xxxx E-mail:

6. TO PROVIDE the Services described in Schedule B1 annexed hereto and in any other documents listed in Schedule B1, in accordance with Schedules A, B2, and C, attached hereto. All of the annexed Exhibits and Schedules and other documents listed or otherwise referenced therein are hereby expressly made a part of this Contract as fully as if set forth at length herein. Schedule A contains standard provisions required by law to be incorporated into all agreements entered into by the State of New York public entities, and pertains to the extent applicable, to this Contract.

7. YOU shall commence the Services on or before xxx x, 20xx, and complete said Services on or before xxxx xx, 20xx.

8 YOUR COMPENSATION for the above Services shall not exceed xxxxxxxxxxxxxxxxxxx dollars

($xxx,xxx,xx.00) (hereinafter referred to as the “Contract Sum”), as further specified in Schedule B2 annexed hereto. The Contract Sum is either a fixed price, or a not-to-exceed price based on hourly rates, as stated in Schedule B2. The Contract Sum shall include all costs necessary to perform the Services described in Schedule B1 of this Contract. All invoices shall be submitted in accordance with Exhibit 1, annexed hereto.

9. YOU may refer any questions related to this Contract to RIOC’s XXXXXX Department, at xxx.xxx.xxxx.

10. Upon the submission of proper monthly invoices to the Project Manager and the Finance Department, in conformity with Exhibit 1 annexed hereto, RIOC shall make monthly payments to the Contractor in accordance with Schedule B2 within 30 days. Acceptance of the final monthly payment by the Contractor shall release RIOC from any and all claims for payment for services rendered pursuant to this Contract. This Contract shall be deemed executory only to the extent of money available to RIOC for the performance of the terms hereof and no liability on account thereof shall be incurred by RIOC beyond moneys available for the purpose thereof.

11. YOU SHALL execute and return three copies of this Contract to RIOC. RIOC shall provide you with a copy of the fully executed Contract, which will constitute your authorization to proceed with the Services described herein.

AGREED TO AND ACCEPTED THIS ______DAY OF _________________ 202___:

ENTITY NAME

By: _______________________________ Title: ______________________________

ROOSEVELT ISLAND OPERATING CORPORATION

By: Benjamin A. Jones

President/Chief Executive Officer

Attachments:

Exhibit 1: Sample Invoice Schedule A: General Conditions Schedule B1: Scope of Services and Additional Terms Schedule B2: Contract Sum Breakdown and Retainage Schedule C: Definitions under Article 3 of the NYS Veterans’ Law and Article 15-A of the

NYS Executive Law

EXHIBIT “1”

Sample Invoice Satisfying RIOC Informational Requirements For Contractual Invoice Processing

CORPORATION NAME

ADDRESS

TELEPHONE NUMBER

Department of Finance DATE Roosevelt Island Operating Corporation 426 Main Street Roosevelt Island, New York 10044 Attn: Chief Financial Officer and Roosevelt Island Operating Corporation 426 Main Street Roosevelt Island, New York 10044 Attn: (Project Manager)

This is our invoice for work performed during December 2003. Complete documentation for services and disbursements is attached. All information required for your processing of this contractual invoice is provided.

Invoice No. 1825

Contract No.:

Contract Limit (including Change Orders): $50,000 Initial Contract Amount: $45,000 Change Order 6/15/0X: $ 5,000

Period of Work Covered: December 1, 2015 to December 31, 2015.

Total Invoice Amount: $ 5,625 Services: $ 5,225 (Hours and rates for various staff who worked on project) Disbursements: $ 400 (Complete documentation must be provided - photocopies of bills) Detailed Description of Services Provided:

What was produced by the work performed, etc. There should be a substantial amount of detail. Complete documentation in product-form must be provided.

All Invoices to Date:

Date Invoice # Invoice Amount ($) Services($) Disb.($) 2/15/15 1234 12,659 12,500 159 3/15/15 1340 1,760 1,750 10 4/15/15 1498 4,111 4,000 111 5/15/15 1525 7,123 7,000 123 6/15/15 1625 11,750 11,500 250 7/15/15 1710 3,600 3,500 100 Totals 41,003 40,250 753

Current Invoice 12/15/15 1825 5,625 5,225 400 Totals 46,628 45,475 1,153

Balance Remaining Under Contract: (For Contracts limiting Service Amount Only) $ 4,525 Contract Amount: $50,000 Minus Total Services Invoiced to Date Including Current Invoice: $46,628

SCHEDULE A

GENERAL CONDITIONS

SECTION 1- DEFINITIONS

Whenever used in this Contract:

1. The term "RIOC" means Roosevelt Island Operating Corporation.

2. The term "Change Order" means a written order signed by RIOC as described in Section 3.

3. The term Contractor shall mean Entity Name.

4. The term "Contract" means and includes:

a. Standard Form Contract for Services;

b. Exhibit 1 - Sample Invoice;

c. General Conditions - Schedule A;

d. Scope of Services and Additional Terms - Schedule B1;

e. Contract Sum Breakdown and Retainage - Schedule B2;

f. Definitions under Articles 15-A and 17-B Regulations - Schedule C.

5. The term "Contract Sum" means the fixed price or not-to-exceed price payable to the Contractor for the Services as provided in paragraph 8 of the Standard Form Contract for Services and Schedule B2, subject to adjustment only by Change Order as provided in Section 3 hereof.

6. The term "Contract Time" means the time for completion of the Services as set forth in paragraph 7 of the Standard Form Contract for Services, subject to extension only by Change Order as provided in Sections 3 and 7 hereof.

7. The term "Indemnitees" means the persons identified as such in Section 13 hereof.

8. The term "Services" means the services specified and the obligations imposed upon the Contractor under this Contract.

SECTION 2 - CONFLICTING TERMS

In the event of a conflict between the terms of the Contract (including any and all attachments hereto and amendments thereof) and the terms of this Schedule A, the specific terms of this Contract shall control.

SECTION 3 - CHANGE ORDERS

Changes or extra services, beyond the Services specified under the Contract, and resulting in extensions of the Contract Time, may be authorized only by a written Change Order issued and signed by the President/Chief Executive Officer of RIOC or RIOC’s Vice President, or their designee, and co-signed by the Contractor. The written Change Order shall specify: (a) the change in the Services, (b) the amount of adjustment of the Contract Sum, if applicable, and/or (c) any extension of the Contract Time.

Adjustments to the Contract Sum pursuant to this paragraph, shall be made in accordance with the procedures set forth in Schedule B2. The Parties will cooperate to agree on adjustments to the Contract Sum and Contract Time. Parties will cooperate regarding any extension required of the Contract Time.

SECTION 4 - ORDER TO PROCEED

Delivery to the Contractor of a fully executed copy of this Contract shall constitute authorization to proceed with the Services, unless a different commencement date is otherwise provided. If otherwise provided, RIOC will issue an order to proceed in writing which will set forth the date upon which the Services are to commence. All orders to proceed are subject to the Contractor's compliance with the insurance requirements of Section 14 hereof.

SECTION 5 - PERFORMANCE

The Contractor shall supervise, direct and perform the Services, using the Contractor's best skill and attention. If Services are to be performed on-site, the Contractor shall be fully responsible for the safety of all persons engaged in the performance of such Services and the public as well as all property that may be affected by the Services.

The Contractor shall keep RIOC informed of the progress and quality of the Services. The Contractor shall attend progress meetings as required by RIOC.

The Contractor shall perform the Services in accordance with all applicable federal, state and local laws, ordinances, codes, rules, regulations, lawful orders and standards.

SECTION 6 - PROGRESS AND COMPLETION

The Contractor shall at all times during the Contract term remain responsible. The Contractor agrees, if requested by President/Chief Executive Officer of RIOC or their designee, to present evidence of its continuing legal authority to do business in New York State, integrity, experience, ability, prior performance, and organizational and financial capacity.

By executing the Contract, the Contractor confirms that the Contract Time is a reasonable period for performing the Services. The Contractor shall proceed expeditiously with adequate work force and shall complete the Services within the Contract Time.

SECTION 7 - DELAYS, EXTENSIONS OF TIME AND SUSPENSIONS

If the Contractor's Services are delayed by an act of RIOC or of another contractor employed by RIOC or by changes ordered by RIOC in the Services, or by labor disputes, fires, or other causes beyond the Contractor's control, or by delay authorized by RIOC, then the Contract Time shall be extended by Change Order for such reasonable time as RIOC may determine. The Contractor shall not be entitled to any extension of the Contract Time unless claim therefor is presented to RIOC as provided in Section 27.

Extension of the Contract Time as provided in this Section 7 shall be the Contractor's sole and exclusive remedy and compensation for delays, disruptions and hindrances of any kind. The Contractor agrees that it will make no claim against RIOC for increased compensation (other than extension of the Contract

Time) or damages on account of any delay, disruption or hindrance due to any cause.

The President/Chief Executive Officer of RIOC, or their designee, in theirsole discretion, reserves the right to suspend any or all activities under this Contract, at any time, when he or she discovers information that calls into questions the responsibility of the Contractor. In the event of such suspension, the Contractor will be given written notice outlining the particulars of such suspension. Upon issuance of such notice, the Contractor must comply with the terms of the suspension order. Contract activity may resume at such time as the President/Chief Executive Officer of RIOC, or their designee, issues a written notice authorizing a resumption of performance under the Contract.

SECTION 8 - COMPTROLLER’S APPROVAL

In accordance with Section 2879-a of the Public…