25AJB0194 Section 2 General Terms and Conditions.pdf

Request for Proposal # 25AJB0194 Underground Utility Repair and Infrastructure Services

SECTION 2: GENERAL TERMS AND CONDITIONS

SUBMISSION OF BIDS

2.1 SUBMISSION

2.1.1 Bidders are required to submit a complete proposal. To be deemed “responsive” to this RFP, a Bidder must meet all mandatory requirements and qualifications and its written proposal must address all points and questions appearing in this RFP. In the event a Bidder’s proposal is determined by the University to be “non-responsive,” the University may disqualify the proposal. A disqualified proposal will not be further evaluated or considered for contract award.

2.1.2 An authorized person must fully and properly execute the proposal. By signing, you certify

(i) your express authority to sign on behalf of yourself, your company, or other entity; (ii) your full knowledge and acceptance of this RFP terms and conditions, Exhibit A (State University of New York Standard Contract Clauses), Exhibit A-1; and (iii) that all information provided is complete, true and accurate.

2.1.3 Proposals should be prepared in such a way as to provide straightforward, concise and specific information about the scope of services your company is able and willing to provide.

Emphasis should be placed on responsiveness to the University’s desired services and goals.

See requirements in Section 4.

2.1.4 Proposals shall be returned in time and intact as it was sent, or proposal may not be considered. Do NOT alter the bid documents/forms.

2.1.5 Any additional information shall be submitted under separate cover at the end of the proposal.

Any Bidder terms which are attached or referenced with a submission shall not be considered part of the bid or proposal, but shall be deemed included for informational purposes only.

2.1.6 Proposals may be withdrawn or modified by written request from the bidder at any time prior to the deadline for receipt of responses.

2.1.7 The submission of a proposal constitutes a non-revocable, binding offer to perform and provide said services. Such binding offer shall be firm and not revocable for a period of ninety

(90) days from bid opening. After ninety (90) days, the proposal may remain in effect, subject to withdrawal communicated in writing signed by the Bidder.

2.1.8 The University reserves the right to request clarifications from Bidders for purposes of assuring a full understanding of responsiveness and further reserves the right to permit revisions from all Bidders determined to be susceptible to being selected for contract award, prior to award.

2.1.9 University reserves the right to reject separable portions of any offer, to negotiate terms and conditions consistent with the solicitation, and to make an award for any or all remaining portions.

2.1.10 University reserves the right to eliminate non-material requirements not met by all Bidders.

2.1.11 In the event of a discrepancy between the unit price and the extension, the unit price will govern.

Prices must be extended in decimals, not fractions.

2.1.12 Bidder is responsible to bring to the University’s attention any deviations in the technical specifications and to make recommendations for any additional requirements deemed necessary as standard, or for work indicated in the specifications contained in this RFP. If the University in its discretion finds the deviations to be significant to require a change in the necessary specifications for the work, the University will notify all Bidders via ShopBlue (Jaggaer) of the change in specifications. No deviations from the technical specifications provided herein shall be made without written approval of the University.

2.1.13 By submitting a proposal, Bidder agrees that it will not make any claims for, or have any right to damages because of any misinterpretation or misunderstanding of the specifications or because of any misinformation or lack of information.

2.1.14 Bidder may be requested to provide evidence that the award of a contract will not result in (i) a conflict of interest with regard to other work performed by Bidder; or (ii) a potential conflict of interest among Bidder’s staff.

2.1.15 More than one (1) bid from an individual, firm, partnership, corporation or association under the same or different names will not be considered. Reasonable grounds for believing that a bidder is interested in more than one proposal for the same work will cause the rejection of all proposals in which such bidders are believed to be interested.

2.1.16 Any or all proposals will be rejected if there is reason to believe that collusion exists between bidders. Proposals in which the prices and quantities are obviously unbalanced will be rejected.

2.1.17 Bidder is responsible for all costs that it incurs, direct or indirect, related to the preparation and submission of a proposal in response to this RFP.

2.1.18 University’s Reserved Rights:

2.1.18.1 Reject any and all proposals received in response to this RFP, make a contract award in whole or in part.

2.1.18.2 Make no contract award.

2.1.18.3 Reject any or all portions of any proposal, to negotiate terms and conditions consistent with this RFP and to make an award for any or all remaining portions.

2.1.18.4 Withdraw the RFP at any time, at University’s sole discretion.

2.1.18.5 Disqualify any Bidder whose conduct or proposal fails to conform to the RFP including but not limited to: Bidder contact outside of designated contacts; Bidder response contains conflicts with RFP terms and conditions; and Bidder’s failure to accept SUNY Exhibit A, Exhibit A-1, and Exhibit B.

2.1.18.6 Use proposal information obtained through site visits, management interviews and the State’s investigation of a Bidder’s qualifications, experience ability or financial standing, and any material or information submitted by the Bidder in response to the University’s request for clarifying information, in the course of evaluation and/or selection under the RFP.

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

2.1.18.8 Request certified and non-certified audited financial statements for the past three

(3) completed fiscal years and/or other appropriate supplementation including, but not limited to, interim financial statements and credit reports.

2.1.18.9 Request references and contact any or all references and perform other related due diligence.

2.1.18.10 Adjust or correct cost or cost figures with the concurrence of the Bidder if mathematical or typographical errors exist.

2.1.18.11 Advise the Successful Bidder of an objectionable employee(s) and/or subcontractor(s).

2.1.18.12 Waive requirements or amend this RFP upon notification to all Bidders. Mandatory requirements may be eliminated if unmet by all Bidders.

2.1.18.13 Negotiate with Bidders responding to this RFP within the requirements necessary to serve the best interests of SUNY.

2.1.18.14 Begin contract negotiations with another Bidder in order to serve the best interests of SUNY should contract negotiations with the Successful Bidder be unsuccessful within a time frame acceptable to SUNY.

2.1.18.15 Require clarifications from Bidders for purposes of assuring a full understanding of responsiveness, and permit revisions from all Bidders determined to be susceptible to contract award prior to award.

2.2 ADDENDA

University reserves the right to amend the RFP prior to the Bid submittal date specified in the timeline of this RFP. In the event that this occurs, University will make its best efforts to issue all addenda in a timely manner. All Addenda will be attached to the Sourcing Event in the University’s eProcurement system, ShopBlue (Jaggaer). The bid process is intended to ensure that all Bidders have equal access to information relative to this RFP. No information communicated verbally shall be binding, unless confirmed by written communication from University.

2.3 AFFIRMATIVE ACTION POLICY

New York State Executive Order Number 6, regarding equal employment opportunities states:

It is the policy of the State of New York that equal opportunity be assured in the State’s personnel system and affirmative action provided in its administration in accordance with the requirement of the State’s Human Rights Law and the mandate of Title VII of the Federal Civil Rights Act, as amended.

Accordingly, it is the responsibility of the State’s Department of Civil Service to enforce the State‘s policy of ensuring full and equal opportunity for minorities, women, disabled persons and Vietnam era veterans at all occupational levels of state government. In keeping with this policy, the State University of New

York and the State University of New York at Buffalo mandates compliance internally and for all organizations with which it conducts business. Additionally, the following language applies with respect to this RFP and shall be deemed incorporated into any contract or subcontract issued hereunder: This contractor and subcontractor shall abide by the requirements of 41 CFR §§ 60- 300.5(a) and 60- 741.5(a). These regulations prohibit discrimination against qualified individuals on the basis of protected veteran status or disability, and require affirmative action by covered prime contractors and subcontractors to employ and advance in employment qualified protected veterans and individuals with disabilities.

2.4 CHANGES

By written notice to the Contractor, the University may make changes within the general scope of the contract. The Contractor and the University’s Contract Manager(s) shall come to a mutual agreement, and together will determine if any additional charges apply. Once there is consensus, a written Amendment to the contract will be required. The Amendment to the contract will be executed by University and Contractor and submitted for approval by the State Office of the Attorney General and Office of the State Comptroller.

2.5 COMPLIANCE WITH NEW YORK STATE REQUIREMENTS

It is mandatory that every Bidder must comply and submit all required documentation, if relevant to this proposal. This documentation may include, but is not limited to New York State Finance Law 139j & 139k Procurement Lobbying Form, New York State Finance Law 139l, Sexual Harassment Prevention, New York State Finance Law § 139-M Certification, New York State Executive Order 16 Certification, New York State Executive Order 177 Certification, New York State Vendor Responsibility Questionnaire, ST-220-TD Contractor Certification to Tax Department, ST-220-CA Contractor Certification to Covered Agency, Acknowledgement of Child Protection Policy, Compliance with Public Officers Law 73(4) Questionnaire, and Non-Collusive Bidding Certification Form. Failure to submit completed forms could result in Bidder disqualification.

2.6 CONTRACTOR IDENTIFICATION

All Contractor and subcontractor personnel must wear a visible photo ID identifying their employer while on University property. University may deny or revoke access for noncompliance.

2.7 CONTRACTOR’S REPRESENTATIONS AND WARRANTIES

a. The Contractor warrants that the services it provides under the Agreement resulting from this RFP will conform substantially to the specifications set out in the Agreement and that all work will be performed in a professional and workmanlike manner, in accordance with the highest applicable industry standards. For purposes of this Agreement, “highest applicable industry standards” shall be defined as the degree of care, skill, efficiency, and diligence that a prudent person possessing technical expertise in the subject area and acting in a like capacity would exercise in similar circumstances.

b. Contractor represents that it is fully capable and willing to provide the services required by the

Agreement resulting from this RFP; that it has full right and authority to enter into the Agreement; that consent, authorization, order or approval of, or filing or registration with any governmental agency, commission, board, other regulatory body, any person or entity or any corporate affiliates is either not required or has been obtained for or in connection with the execution and delivery of the Agreement by Contractor and the performance of the work hereunder; that it is not a party to, subject to, or bound by, any agreement, judgment, order, writ, injunction or decree which would prevent the carrying out of the Agreement resulting from this RFP.

2.8 DEBRIEFING

Bidders that responded to this RFP will be given written notices as to whether their Bids were successful or unsuccessful. Upon being notified of their unsuccessful Bids, Bidders may request a debriefing in writing within fifteen (15) calendar days of such notice. The fifteen (15) day period starts, once unsuccessful Bidders are notified. Once a request is made by the Bidders:

a. The University will schedule the debriefing within a reasonable time of such request.

b. The debriefing will be conducted in person with the Bidder, unless the University and the Bidder mutually agree to use another method such as by telephone, video conference or another type of electronic communication.

c. Bidders’ written request must state whether the Bidder will be attending with counsel, to allow the

University to arrange for the University counsel attendance if so determined.

d. The debriefings will cover, but not limited to the following:

i. The reason why the Bid was unsuccessful.

ii. The quantitative and qualitative analysis that was used by the campus to assess the relative merits of the Bid, proposal or offer.

iii. How the selection criteria were applied to the unsuccessful Bid.

iv. If the request for debriefing is made prior to contract award, the debriefing shall be limited to review of that Bidder’s bid.

v. If the debriefing is held after the final award (which means OSC approval, if applicable), it may cover the reason for the selection of the winning proposal.

vi. To the extent practicable, general advice and guidance on the ways the Respondent can improve future Proposal submission or be more responsive.

Proposal Protest Procedures:

Bidders wishing to file a bid protest may do so in accordance with the University’s procedures, available at: http://www.suny.edu/sunypp/documents.cfm?doc_id=699.

2.9 DETERMINATION OF VENDOR RESPONSIBILITY

New York State procurement law requires that state agencies award contracts only to responsible Bidders. Additionally, the New York State Comptroller must be satisfied that a proposed Contractor is responsible before approving a contract award under Section 112 of the State Finance Law. Section 163 of the New York State Finance Law (“SFL”) requires that contracts for services and commodities be awarded on the basis of lowest price or best value “to a responsive and responsible Bidder.” Section 163 (9)(f) of the SFL requires that prior to making a contract award, each contracting agency shall make a determination of responsibility of the proposed Contractor. In accordance with these procurement laws, University will conduct an affirmative review of vendor responsibility for all organizations or firms with http://www.suny.edu/sunypp/documents.cfm?doc_id=699 which it conducts business. In response to this section, awarded Bidder(s) and all proposed subcontractors who may receive more than $100,000 over the life of the contract are required 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 VendRep System, see the VendRep System Instructions on the Office of State Comptroller (OSC) website, available at:

www.osc.state.ny.us/vendrep or go directly to the VendRep System online at https://portal.osc.state.ny.us. For VendRep System user assistance, the OSC Help Desk may be reached at 866-370-4672 or 518-408-4672 or by email at helpdesk@osc.state.ny.us. Awarded Bidders opting to file a paper questionnaire may obtain the appropriate questionnaire from the VendRep website www.osc.state.ny.us/vendrep.

2.10 ELECTRONIC CERTIFIED PAYROLL REPORTING (LABOR LAW §220-J)

Effective December 31, 2025, all contractors and subcontractors performing work on Article 8 and Article 9 public works projects must submit electronic certified payrolls to the New York State Department of Labor through the Certified Payroll portal (MPWR).

Portal link: https://dol.ny.gov/electronic-payroll Certified payrolls must be submitted every 30 days.

Certified payroll documentation is not required with invoices, but must be provided immediately upon request by the University or NYS DOL.

2.11 EXECUTIVE ORDER 16 (EO 16)

Effective March 17, 2022, all New York State Entities are to refrain from entering into any new contract or renewing any existing contract with an entity conducting business operations in Russia. New York State Executive Order No. 16 is intended to ensure that New York State is not entering into contracts with entities conducting business in Russia and thereby indirectly supporting Russia’s unjustified war against the Ukrainian people. More information may be found at https://ogs.ny.gov/EO-16. Bidders prior to contract award must complete Certification Under Executive Order No. 16 Form and return it to the New York State Entity. In response to this section, complete and submit Certification Under Executive Order No. 16.

2.12 EXECUTIVE ORDER 177 (EO 177)

The New York State Human Rights Law, Article 15 of the Executive Law, prohibits discrimination and harassment based on age, race, creed, color, national origin, sex, sexual orientation, gender identity, disability, marital status, military status, or other protected status. The Human Rights Law may also require reasonable accommodation for persons with disabilities and pregnancy-related conditions. A reasonable accommodation is an adjustment to a job or work environment that enables a person with a disability to perform the essential functions of a job in a reasonable manner. The Human Rights Law may also require reasonable accommodation in employment on the basis of Sabbath observance or religious practices. Generally, the Human Rights Law applies to: (i) all employers of four or more people, employment agencies, labor organizations and apprenticeship training programs in all instances of discrimination or harassment; (ii) employers with fewer than four employees in all cases involving sexual harassment; and (iii) any employer of domestic workers in cases involving sexual harassment or harassment based on gender, race, religion or national origin. In accordance with Executive Order No.

177, prior to contract award, selected Awardee must submit a certification that at it does not have institutional policies or practices that fail to address harassment and discrimination as described above.

The University is electing to obtain the certification with the bid documents to avoid unnecessary delay http://www.osc.state.ny.us/vendrep mailto:helpdesk@osc.state.ny.us http://www.osc.state.ny.us/vendrep https://dol.ny.gov/electronic-payroll https://ogs.ny.gov/EO-16 in the contract award process. In response to this section, complete and submit NYS Human Rights Law Executive Order 177 Certification.

2.13 EXTRANEOUS TERMS

Extraneous terms or material deviations (including additional, inconsistent, conflicting or alternative terms) may render the Bid non-responsive and may result in rejection of the Bid. Extraneous term(s) submitted on standard, pre-printed forms (including but not limited to: product literature, order forms, license agreements, contracts or other documents) that are attached or referenced with submissions shall not be considered part of the Bid or resulting Contract, but shall be deemed included for informational or promotional purposes only. Acceptance and/or processing of the Bid shall not constitute such written acceptance of Extraneous Term(s).

2.14 FINANCIAL STABILITY

The University reserves the right to request, anytime during the process, financial data which would adequately reflect the financial stability of the Bidder to support the execution of the contract. The University’s request may include certified audited financial statements for the past three (3) completed fiscal years and/or other appropriate supplementation, not limited to, interim financial statements and Credit reports. Bidder shall provide all information within five (5) business days upon request by the University’s Purchasing Department. The University reserves the right to reject any Bidder who does not demonstrate stability sufficient for the scope of this project. The University reserves the right to request additional documentation from the Bidder and to request reports on financial stability from independent financial rating services.

2.15 FREE AND OPEN COMPETITION

The University encourages free and open competition. Whenever possible, terms, specifications, and conditions are designed to accomplish this objective, consistent with the necessity to satisfy the University’s needs.

2.16 FREEDOM OF INFORMATION LAW

Contractor acknowledges that the Agreement resulting from this RFP is subject to the New York State Freedom of Information Law (“FOIL”) as set forth in Article 6 of the New York State Public Officers Law, and that only Contractor’s proprietary information that satisfies the requirements of §87(2)(d) of the Public Officers Law shall be excepted from disclosure thereunder. All proposals submitted for the University's consideration will be held in confidence and will become the property of the University. However, the resulting Agreement is subject to the New York State Freedom of Information Law (FOIL), contained in Article 6 of the New York State Public Officer’s Law. Therefore, if a Bidder believes that any information in its proposal constitutes a trade secret, should be treated as confidential and should not be disclosed upon a request pursuant to FOIL, Bidder shall submit with its proposal a separate letter addressed to the University (find contact information for FOIL Officers here: https://www.buffalo.edu/administrative-services/policy-compliance-and-internal-controls/records-management/foil.html), specifically (i) identifying the page number(s), line(s) or other appropriate designation(s) containing such information;

(ii) explaining in detail why such information is a trade secret or confidential; and (iii) formally request that such information be held as confidential. Bidder’s failure to submit such a letter with its proposal will constitute a waiver by the Bidder of any rights it may have under Section 89(5) of the Public Officers' Law relating to protection of trade secrets. The proprietary nature of the information designated confidential by the Bidder may be subject to disclosure if ordered by a court of competent jurisdiction. A request that an entire proposal be kept confidential is not advisable, because a proposal cannot reasonably consist exclusively of proprietary information.

https://www.buffalo.edu/administrative-services/policy-compliance-and-internal-controls/records-management/foil.html https://www.buffalo.edu/administrative-services/policy-compliance-and-internal-controls/records-management/foil.html

2.17 GOVERNING LAW

This RFP, Bidders’ proposals and any resulting contract shall be governed, construed and enforced in accordance with the laws of the State of New York, excluding New York’s choice of law principles in a New York court of competent jurisdiction. Contractor agrees to submit itself to such court’s jurisdiction.

2.18 IMPLEMENTATION

Implementation of the services will be a mutual endeavor and must be complete to University’s satisfaction. Successful Bidder will be required to assign a team of representatives to University’s account who will be responsible for implementation of the services.

2.19 INSURANCE

The Contractor will procure and maintain during the entire term of the Agreement insurance, including worker’s compensations and employer’s liability, comprehensive general liability, property damage, products’ liability insurance, and automobile liability insurance as described in the following sub-paragraphs. Contractor will at all times, at their own expense, carry commercial liability insurance and property damage insurance in the amounts of $2,000,000/$4,000,000 naming the State University of New York, and the New York State as additional insured. The limits required of the Contractor may be met using any combination of primary, umbrella or excess insurance policies.

a. Commercial General Liability Insurance:

Each Occurrence $2,000,000 Medical Expense (any one person) $ 5,000 Personal/Advertising Injury Liability $1,000,000 General Aggregate $4,000,000 Products/Completed Operations Aggregate $2,000,000

b. Business Automobile Insurance: Combined Single Limit $1,000,000

c. Workers’ Compensation Coverage Requirements: An ACORD form is NOT acceptable proof of workers’ compensation coverage. In order to provide proof of compliance with the requirements of the Workers’ Compensation Law pertaining to workers’ compensation coverage, a contractor shall: Be legally exempt from obtaining Workers’ Compensation insurance coverage; or obtain such coverage from an insurance carrier; or be a Workers’ Compensation Board-approved self-insured employer or participate in an authorized self-insurance plan. Workers’ Compensation (including occupational disease) and Employer’s Liability New York Statutory Endorsement with a minimum limit of $1,000,000 as evidenced by one (1) of the following: Form C-105.2 (9/07) if coverage is provided by the contractor’s insurance carrier, contractor must request its carrier to send this form to the State University of New York; or Form U-26.3 if coverage is provided by the State Insurance Fund, contractor must request that the State Insurance Fund send this form to the State University of New York; or Form SI-12, Certificate of Workers’ Compensation Self-Insurance available from the New York State Workers’ Compensation Board’s Self-Insurance Office; or Form GSI-105.2, Certificate of Participation in Workers’ Compensation Group Self-Insurance available from the contractor’s Group Self-Insurance Administrator.

d. Proof of Compliance with Disability Benefits Coverage Requirements:

An ACORD form is NOT acceptable proof of Disability Benefits Coverage. In order to provide proof of compliance with the requirements of the Workers’ Compensation Law pertaining to disability benefits, a contractor shall: be legally exempt from obtaining disability benefits coverage; or obtain such coverage from an insurance carrier; or be a Board-approved self-insured employer. New York State Disability Benefits as evidenced by one of the following:

Form DB-120.1, Certificate of Disability Benefits Insurance. Contractor must request its business insurance carrier to send this form to The State University of New York; or Form DB-155, Certificate of Disability Benefits Self-Insurance. The Contractor must call the Board’s Self-Insurance Office at 518-402-0247 to obtain this form.

e. Policies must be written by companies with an A.M. Best Company rating of “A” or better or otherwise be acceptable to the University.

f. Non-admitted carriers will only be accepted when coverage cannot be secured from an admitted carrier, as evidenced by appropriate ELANY documentation.

g. Policies must be endorsed in a form acceptable to the University to include a provision that the policy will not be canceled, materially changed, or not renewed without at least thirty (30) days prior written notice to the University.

h. The Contractor shall furnish evidence of acceptable policies to the University before any work is started. Certificates of insurance shall be presented to the University’s Purchasing Services upon award of contract or before work commences.

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

j. In the event the State of New York requires Contractor to procure additional insurance coverage, Contractor agrees to obtain such additional coverage and furnish the University with amended Certificates of Insurance. Certificates of Insurance will be sent to the University annually and must show that there is no lapse in coverage.

2.20 IRAN DIVESTMENT ACT

By submitting a bid in response to this solicitation or by assuming the responsibility of a Contract awarded hereunder, Bidder/Contractor (or any assignee) certifies that it is not on the “Entities Determined To Be Non-Responsive Bidders/Offerers Pursuant to The New York State Iran Divestment Act of 2012” list (“Prohibited Entities List”) posted on the OGS website at:

http://www.ogs.ny.gov/about/regs/docs/ListofEntities.pdf and further certifies that it will not utilize on such Contract any subcontractor that is identified on the Prohibited Entities List. Additionally, Bidder/Contractor is advised that should it seek to renew or extend a Contract awarded in response to the solicitation, it must provide the same certification at the time the Contract is renewed or extended.

During the term of the Contract, should the University receive information that a person (as defined in State Finance Law §165-a) is in violation of the above-referenced certifications, the University will review such information and offer the person an opportunity to respond. If the person fails to demonstrate that it has ceased its engagement in the investment activity which is in violation of the Act within 90 days after the determination of such violation, then the University shall take such action as may be appropriate and provided for by law, rule, or contract, including, but not limited to, seeking compliance, recovering damages, or declaring the Contractor in default.

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

The University reserves the right to reject any bid, request for assignment, renewal or extension for an entity that appears on the Prohibited Entities List prior to the award, assignment, renewal or extension of a contract, and to pursue a responsibility review with respect to any entity that is awarded a contract and appears on the Prohibited Entities list after contract award.

2.21 JOB CONDITIONS

Contractor will cooperate with all contractors and University trades people who may be working in the area. Contractor will be required to work in conjunction with any residual construction and trade groups compatibly in the best interests of the University.

It shall be this Contractor’s sole responsibility to be acquainted with the job and or building conditions affecting access of his items filling required locations. Any damage to University facilities, buildings or grounds shall be restored by this Contractor to previous condition at no cost to the University.

2.22 LIABILITY AND INDEMNIFICATION

a. The Contractor understands and agrees that it is responsible for the performance of the Services in accordance with the terms and conditions of the awarded Contract. The University may look solely to the Contractor for remedy, redress, liability or indemnification for any failure to perform, whether caused by Contractor itself or by one or more of its officers, employees, subcontractors, agents, licensees, licensors or affiliates or any person or entity acting on behalf of Contractor in providing the Services. Contractor shall be fully liable for any act or omission of Contractor and its Staff (officers, employees, agents, subcontractors or licensees) and shall fully indemnify, defend, and hold harmless the University and the State, their officials, agents, and employees, without limitation, from suits, actions, damages, and costs of every name and description (including reasonable attorney’s fees and expenses) arising from any act or omission of Contractor or its Staff, including bodily or personal injury (including wrongful death); damage to real or tangible personal property (including electronic systems, software and databases); damage to intellectual property; and infringement or violation of a third party's patent, copyright, license, or other proprietary or intellectual property right; provided however that Contractor shall not be obligated to indemnify the University for that portion of any claim, loss, or damage arising hereunder due to the negligent act or failure to act of the University. For third party claims, the University shall give Contractor: i)Prompt written notice of any action, claim, suit, proceeding, or threat of such action for which Contractor is liable relating to this Agreement; ii) The opportunity to take over, settle, or defend any such action, claim, suit, or proceeding at the Contractor’s sole expense; and iii)Reasonable assistance in the defense of any such action, claim, suit, or proceeding at the expense of the Contractor. Notwithstanding the foregoing, the State of New York reserves the right to join such action, claim, suit or proceeding at its sole expense, if it determines there is an issue involving a significant public interest.

b. For all other claims, liabilities, and expenses arising under or related to this Agreement where liability is not otherwise set forth in this Agreement as being without limitation, and regardless of the basis on which the claim is made, the Contractor shall be liable for any act or omission of Contractor and its Staff, in an amount not to exceed, in aggregate, the greater of the dollar amount of this Agreement, or two times the charges paid to the Contractor. The Contractor shall not be responsible for loss of records or data unless the Contractor is required to back-up the records or data.

c. Notwithstanding the above, neither party shall be liable for any consequential, indirect, or special damages of any kind that may result directly or indirectly from such performance, including, without limitation, damages resulting from loss of use or loss of profit by the University, the Contractor, or by others.

2.23 LOCK AND KEY ACCESS

For key access requests the vendor must contact Facilities Customer Service area. Loss of keys may require re-keying of one or more buildings and costs could be extensive. Vendor is responsible for the total cost of lock changes and new keys to secure areas compromised by lost keys.

2.24 MINORITY AND WOMEN-OWNED BUSINESS ENTERPRISES

It is the policy of the State University of New York to take affirmative action to ensure that minority and women-owned business enterprises are given the opportunity to demonstrate their ability to provide goods and services at competitive prices. GOALS FOR MINORITY AND WOMEN- OWNED BUSINESS ENTERPRISES PARTICIPATION: For all State Contracts in excess of $25,000.00 whereby each SUNY campus is committed to expend or does expend funds in return for labor, services including but not limited to legal, financial and other professional services, supplies, equipment, materials or a combination of the foregoing or all State Contracts in excess of $100,000.00 whereby the SUNY campus expects to expend or does expend funds for the acquisition, construction, demolition, replacement, major repair or renovation of real property and improvements thereon, Contractor shall exert good faith efforts to achieve a participation goal of fifteen point nine percent (15.9%) for certified Minority-Owned Business Enterprises and fourteen point one percent (14.1%) for certified Women- Owned Business Enterprises.

2.25 NEW YORK STATE FINANCE LAW § 139-l CERTIFICATION

Pursuant to N.Y. State Finance Law § 139-l, every bid made on or after January 1, 2019 to the State or any public department or agency thereof, where competitive bidding is required by statute, rule or regulation, for work or services performed or to be performed or goods sold or to be sold, and where otherwise required by such public department or agency, shall contain a certification that the Bidder has and has implemented a written policy addressing sexual harassment prevention in the workplace and provides annual sexual harassment prevention training to all of its employees. Such policy shall, at a minimum, meet the requirements of N.Y. State Labor Law § 201-g. N.Y. State Labor Law § 201-g provides requirements for such policy and training and directs the Department of Labor, in consultation with the Division of Human Rights, to create and publish a model sexual harassment prevention guidance document, sexual harassment prevention policy and sexual harassment prevention training program that employers may utilize to meet the requirements of N.Y. State Labor Law § 201-g. The model sexual harassment prevention policy, model sexual harassment training materials, and further guidance for employers, can be found online at the following URL: https://www.ny.gov/combating-sexual-harassment-workplace/employers. Pursuant to N.Y. State Finance Law § 139-l, any bid by a corporate Bidder containing the certification required above shall be deemed to have been authorized by the board of directors of such Bidder, and such authorization shall be deemed to include the signing and submission of such bid and the inclusion therein of such statement as the act and deed of the Bidder. If the Bidder cannot make the required certification, such Bidder shall so state and shall furnish with the bid a signed statement that sets forth in detail the reasons that the Bidder cannot make the certification. After review and consideration of such statement, University may reject the bid or decide that there are sufficient reasons to accept the bid without such certification. In response to this section, complete and submit State Finance Law § 139-l.

https://www.ny.gov/combating-sexual-harassment-workplace/employers https://www.ny.gov/combating-sexual-harassment-workplace/employers

2.26 NEW YORK STATE FINANCE LAW § 139-M CERTIFICATION

Pursuant to N.Y. State Finance Law § 139-m, every bid made on or after November 05, 2025 to the State or any public department or agency thereof (including SUNY & University), where competitive bidding is required by statute, rule, or regulation, shall contain a certification, subscribed and affirmed under penalty of perjury, that the Bidder has and has implemented a written policy addressing gender-based violence and the workplace and has provided such policy to all of its employees, directors, and board members.

The policy must, at a minimum, meet the requirements referenced in Executive Law § 575(11).

2.27 NON-DISCLOSURE AND CONFIDENTIALITY

Except as it may be required by applicable law or a court of competent jurisdiction, Contractor, its officers, agents, employees, and subcontractors, if any, shall maintain strict confidence with respect to any Confidential Information to which Contractor its officers, agents, employees, and subcontractors, if any, have access. This representation shall survive the termination of the Agreement. For the purposes of the Agreement, all University information of which Contractor, its officers, agents, employees, and subcontractors, if any, becomes aware during the course of performing Services for the University shall be deemed to be Confidential Information (oral, visual or written, in paper, electronic or any other format).

Such Confidential Information shall be used by Contractor solely for the purpose of Contractor performing the Services under this Agreement and for no other purpose. All such information shall be deemed Confidential Information of the University and treated in accordance with the terms set forth herein and all applicable University policies and procedures, including, without limitation, University’s data protection policies. All information accessed and received by Contractor and their employees hereunder shall at all times remain the property of the University.

a. Notwithstanding the forgoing, information that falls into any of the following categories shall not be considered Confidential Information:

b. Information that is previously rightfully known to the receiving party without restriction on disclosure;

i. Information that becomes, from no act or failure to act on the part of the receiving party, generally known in the relevant industry or is in the public domain; and

ii. Information that is independently developed by Contractor without use of Confidential

Information of the University.

c. Contractor shall hold the University harmless, without limitation, from any loss or damage to the University resulting from the disclosure by Contractor, its officers, agents, employees, and subcontractors of such Confidential Information.

d. In the event that it becomes necessary for Contractor to receive Confidential Information, which

Federal or State statute or regulation prohibits from disclosure, Contractor hereby agrees to return or destroy all such Confidential Information that has been received from the University when the purpose that necessitated its receipt by Contractor has been completed. In addition, Contractor agrees not to retain any Confidential Information, which Federal or State statute or regulation prohibits from disclosure after termination of the Agreement.

i. Notwithstanding the foregoing, if the return or destruction of the Confidential Information is not feasible, Contractor agrees to extend the protections of the Agreement for as long as necessary to protect the Confidential Information and to limit any further use of disclosure of that Confidential Information. If Contractor elects to destroy Confidential Information, it shall use reasonable efforts to achieve the same and notify the University accordingly. Contractor agrees that it will use all appropriate safeguards to prevent any unauthorized use of unauthorized disclosure of Confidential Information, which Federal or State statute or regulation prohibits from disclosure.

e. Immediately upon termination of the Agreement, Contractor will deliver to University all University’s

Confidential Information Contractor and its employees possess.

2.28 NOTICES

Unless otherwise provided herein, any notice, request, demand, or statement provided for in the resulting contract shall be in writing and deemed given when deposited in the United States postage prepaid directed to the post office address of the parties.

2.29 OSHA

If applicable, the Contractor shall provide all necessary safeguards for safety and protection as set forth by the United States Department of Labor, Occupational Safety and Health Administration. The University reserves the right to stop work that is proceeding in an unsafe manner.

2.30 PARKING PERMITS

The Bidder and its employees shall be required to follow all the rules and regulations of the University at Buffalo, including parking regulations. Parking violations are subject to fines and are the sole responsibility of the Bidder. Additional information is available at: http://www.buffalo.edu/parking.

2.31 PAYMENT

Payment will be made thirty (30) calendar days upon completion and acceptance of finished work, and submission of invoice, in accordance with New York State Prompt Payment Legislation.

Invoices shall include:

• Purchase Order number

• Work Order number (if applicable)

• Service location

• Date(s) of service

• Labor classifications

• Hours worked

• Equipment utilized

• Materials utilized

• Supporting backup documentation as requested by the University

2.32 PREVAILING WAGE

Where the scope of work meets the definition of public work under New York State Labor Law §220, the Bidder/Contractor agrees that all laborers, workers, and mechanics employed in the performance of this contract shall be paid no less than the prevailing wage rates and supplemental benefits as http://www.buffalo.edu/parking established by the New York State Department of Labor (NYS DOL). The applicable Prevailing Rate Case number (PRC) for this solicitation is: PRC# 2026024487

Prevailing wage schedules may be accessed through the NYS DOL website at: https://dol.ny.gov → Public Work & Prevailing Wage → View Wage Schedules. If the Contractor does not have the ability to obtain the wage schedule electronically, the schedule may be requested from the University’s Procurement Department via written request.

The Prime Contractor is responsible for ensuring that all subcontractors receive the applicable prevailing wage schedule for this project and that all subcontractors comply with all Article 8 and Article 9 requirements.

2.33 PROCUREMENT LOBBYING ACT – State Finance Law §§ 139-j and 139-k

Prior to approval of the Agreement for which this RFP has been issued by the University, or if applicable, the Office of the State Comptroller, a Bidder shall not communicate with the University other than with the persons identified in this RFP as Designated Contacts or with a person who the Designated Contacts has advised the Bidder in writing is also a Designated Contact. Generally, the New York State Finance Law restricts communications between a Bidder or a person acting on behalf of a Bidder, including its lobbyist, to communications with the officers and employees of the procuring agency designated in each solicitation to receive such communications. Further, the law prohibits a communication (a “Contact”) which a reasonable person would infer as an attempt to unduly influence the award, denial or amendment of a contract. These restrictions apply to each contract in excess of $15,000 during the “restricted period” (the time commencing with the earliest written notice of the proposed procurement and ending with the later of approval of the final contract by the agency, or, if applicable, the State Comptroller). The agency must record all Contacts, and, generally, must deny an award of contract to a vendor involved in a knowing and willful Contact. The University has developed procedures regarding Contacts and their reporting, review and investigation. The University’s procurement record must demonstrate compliance with these procedures. A determination that a Bidder or a person acting on behalf of a Bidder has intentionally made a Contact or provided inaccurate or incomplete information as to its past compliance with State Finance Law §§139-j and 139-k, is likely to result in denial of the award of contract under this RFP. Additional sanctions may apply. A complete copy of SUNY’s Procurement Lobbying Policy and Procedure and its accompanying forms is available for review at http://www.suny.edu/sunypp/documents.cfm?doc_id=430. The University is electing to obtain the certification with the bid documents to avoid unnecessary delay in the contract award process. In response to this section, complete and submit State Finance Law §§ 139-j and 139-k.

2.34 RESTRICTIONS ON THE ACTITIVES OF CURRENT AND FORMER STATE OFFICERS AND

EMPLOYEES

All Contractor employees must be aware of and comply with the requirements of the New York State

Public Officers Law, all other appropriate provisions of New York State Law and all resultant codes, rules and regulations from State laws establishing the standards for business and professional activities of State employees and governing the conduct of employees of firms, associations and corporations in business with the State. The Contractor and their employees are cautioned that the hiring of former state employees may violate the Ethics Law. The governing provisions are set forth in the New York State Public Officers Law §§ 73 and 74, and the underlying principle of law is to prevent conflicts of interest and encourage ethical behavior. The law may be found on the following website:

http://www.jcope.ny.gov/about/laws_regulations.html. Failure to comply with those provisions may result in termination of the Agreement and/or other civil or criminal proceedings as required by law.

http://www.suny.edu/sunypp/documents.cfm?doc_id=430 http://www.jcope.ny.gov/about/laws_regulations.html

2.35 PUBLIC ANNOUNCEMENTS

Public announcements or news releases regarding the Agreement resulting from this RFP must not be made by the Contractor without the prior written approval of the University.

2.36 QUALITY ASSURANCE

All work shall be quality work performed according to the standards of the industry, in the best practices of such services, and to the complete satisfaction of the University.

2.37 REVIEW AND AUDIT

Periodic reviews will be conducted to ensure pricing is in compliance. All accounts, reports, files and other records relating to this contract shall be subject at all reasonable times to inspection and audit by University or their agents during the term of this contract and for seven (7) years thereafter.

2.38 RISK OF LOSS

The successful Bidder/Contractor shall bear the risk of and shall be responsible for providing its own security for storage of materials in the University supplied areas during all phases of installation and construction until final acceptance of the system by the University. Fire, theft and all other insurance coverage shall be the responsibility of the Bidder/Contractor.

2.39 SERVICE DISABLED VETERAN-OWNED BUSINESS

It is the policy of the State University of New York to take affirmative action to ensure that Service Disabled Veteran Owned Businesses are given the opportunity to demonstrate their ability to provide goods and services at competitive prices. Contractors shall exert good faith efforts to achieve a participation goal of six percent (6%) for New York State certified Service Disabled Veteran Owned Businesses.

2.40 SILENCE OF SPECIFICATIONS

The apparent silence of this specification and any supplemental specifications as to any details or the omission from it of a detailed description concerning any point shall be regarded as meaning that only the best professional practices are to prevail. All interpretations of the specification shall be made upon the basis of this statement.

2.41 STANDARD CLAUSES

Any contract resulting from the RFP shall include Exhibit ‘A’ (attached), the Standard…