NEW YORK STATE BRIDGE AUTHORITY

REQUEST FOR PROPOSALS

OCTOBER 16, 2026

Contract:

BA-2026-OA-017-IN Bridge Property and Loss of Revenue Insurance

The New York State Bridge Authority is seeking proposals to provide insurance for the above referenced risk.

The individual Insurance Specifications, attached, setting forth the requirements of each insurance policy sought by this Request for Proposals (RFP), include specimen policy terms, are a part of this RFP. The Insurance Specifications should be closely studied by all potential proposers before the submission of any proposals.

THE BRIDGE AUTHORITY

Information on the Authority, including its Annual Report, may be obtained from its website at www.NYSBA.net, select General Information and choose Annual and Financial Reports

DESIGNATED CONTACT

State Finance Law restricts all offerors (proposers) from making contacts to other than designated Bridge Authority staff. For purposes of these contracts the designated Bridge Authority contact is Brian Bushek, Treasurer, New York State Bridge Authority, P.O. Box 1010, Highland, NY 12528. Telephone - (845) 691-7245, Facsimile – (845) 691-3560, E-mail – bbushek@nysba.net. (Fax and email for inquiries only; the response to RFP may not be submitted via email.)

No contact with any Authority personnel or Authority consultants other than the authorized contact person is allowed until such time as an award has been made. Violation of this provision may be grounds for immediate disqualification.

PROPOSERS/ASSIGNED COMPANIES

Proposers must be licensed to do business in the State of New York and have knowledge and expertise specific to the exposures and risks similar to those of the New York State Bridge Authority. Upon receipt of this RFP the proposer should list up to three insurance companies, and up to two alternate companies, from which they wish to solicit coverage. These should be listed in order of preference, by parent company only. The use of subsidiary insurance companies may result in the selection being disallowed. Proposers who currently provide the Authority with any of these insurances will be given first preference for the incumbent insurance company. The Authority will determine which companies each proposer will have the sole right to access and broker of record letters will be provided, if requested. Proposers should indicate any special relationships, which could be helpful in obtaining coverage, they may have with companies.

Following this process, any insurance companies not assigned may be approached by any proposer.

Proposers, who provide the Authority with a list of preferred insurance companies by October 30, 2026, will be advised on or before November 6, 2026 which companies have been assigned, and to which agency. There will be no further assignments after November 6, 2026. Proposers who do not submit such a list may only solicit unassigned companies.

PROPOSALS

The Authority is seeking three one-year contracts of insurance and will retain the right to renew, at its option, any contract awarded for two additional one-year periods, if the vendor subsequently offers renewal in a timely manner at substantially the same terms, conditions and rates – subject to modification for actual loss experience.

No offer, rate or pricing associated with any existing contract may be contingent upon any other award. Any proposal contingent upon a package or lined to any other proposal may be deemed unresponsive.

The successful proposer for each contract will have met all the criteria set forth in this RFP, including all appendices and attachments, and the appropriate Insurance Specifications.

Proposals that offer less insurance than specified (including, but not limited to, what the Authority may determine are additional or materially different exclusions, reduced coverage, and more restrictive terms or conditions) may be deemed unresponsive. However, if no proposers are able to meet the criteria set forth in the RFP and Specifications, then the Authority may consider other proposals in its discretion.

Proposals that exceed the specifications and/or offer more insurance than required may be considered by the Authority, but credit for additional coverage may not be recognized in the course of evaluation. Features that enhance a policy beyond the specified insurance will have a negative impact on the evaluation of the proposal if they contribute to additional cost.

Proposals that offer insurance policies that fully meet the criteria set forth in the Specifications may offer alternatives, enhancements or improvements in coverage, as options. The Authority will consider such options in its discretion, as supplements to the awarded contract after the determination to award has been made.

Alternative billing schemes may be offered as options, but such options may not be considered in the course of evaluations. Risk sharing, pooling, and multi-year joint risk ventures will not be considered consistent with the Insurance Specifications and will be deemed unresponsive.

Unless addressed in the Insurance Specifications for a specific contract, proposals offering “claims made” policies, that limit coverage to those claims actually made during the coverage period, rather than to claims arising from incidents during the coverage period, will be deemed unresponsive.

The Authority will consider proposals both with and without terrorist coverage. The cost of this coverage will be weighed carefully with its benefit.

All information included in the responses to this RFP shall become property of the Authority.

The Authority shall not, in any event, be liable for any pre-contractual expenses incurred by the Proposers in the preparation of their proposals. The Authority and its respective officials, agents, representatives and employees make no representation or warranty and assume no responsibility for the accuracy of the information set forth in this RFP. Further, the Authority does not warrant nor make any representations as to the quality, content, accuracy or completeness of the information, text, graphics, links or other facet of this RFP once it has been downloaded or printed from this or any server, and hereby disclaims any liability for technical errors or difficulties of any nature that may arise in connection with a website on which this RFP is posted, or in connection with any other electronic medium utilized by respondents or potential respondents in connection with or otherwise related to the RFP.

All proposals submitted to the Authority in response to this RFP may be disclosed in accordance with the standards specified in the Freedom of Information Law, Article 6 of the Public Officers Law of the State of New York (“FOIL”). A Proposer may provide in writing, at the time of its submission, a detailed description of the specific information contained in its submission, which it has determined is a trade secret and which, if disclosed, would cause substantial injury to such organization’s competitive position, using Appendix R. This characterization shall not be determinative, and the Authority assumes no responsibility for any disclosure or use of data submitted.

The Authority reserves the right, for any or no reason and in its sole and absolute discretion, (1) to amend, in whole or part, withdraw or cancel this RFP, (2) waive irregularities in the proposals,

(3) to meet with selected Proposers prior to the designation of a best qualified Proposer, (4) to accept or reject any proposals and any proposed exceptions, and (5) to accept or reject any or all proposals for any or no reason and with no penalty to the Authority.

INSURERS

Only proposals offering insurance policies issued by insurers listed and rated A-/X or better in the latest edition of Best’s Key rating guide will be considered responsive in regard to any and all of the available contracts. Preference will be given to insurers admitted in New York to write policies of the type proposed.

EVALUATION OF PROPOSALS

Responsive proposals will be evaluated with consideration for the following factors:

1. Conformity with the request for Proposals, including the Insurance Specifications, and the specimen policy terms;

2. Cost; and,

3. Unsatisfactory past experience, if any, with the proposing parties.

By submission of its proposal, the Proposer authorizes the Authority to investigate the qualifications of the Proposer under consideration, including pending criminal or civil investigations, to require confirmation of information furnished by a Proposer, and to require additional evidence of qualifications to perform the work described in this RFP or information clarifying their submissions. The Authority reserves the right to reject any and all proposals submitted and/or to request additional information from all proposers.

Authority staff will promptly review each submission and evaluate all those deemed responsive.

The Treasurer and Executive Director will recommend to the Authority Board the proposal they believe best meets the needs of the Authority on the basis of the criteria enumerated above. The Authority Board will make any and all final determinations and contract awards. The Authority Board reserves absolute discretion to accept or reject any and all proposals and recommendations, and to award or reject any contract, and to waive any irregularity in the proposals.

Information concerning the availability of New York State subcontractors and suppliers is available from the New York State Department of Economic Development, which includes the directory of certified minority and women owned businesses. It is the policy of the New York State Bridge Authority to encourage the use of New York State subcontractors and suppliers, and to promote the participation of minority and women owned businesses where possible, in the procurement of goods and services. See Appendix B. Information concerning the availability of New York State subcontractors and suppliers is available from the New York State Department of Economic Development for certified minority and women-owned businesses, and the New York State Office of General Services for certified veteran-owned businesses. It is the policy of the New York State Bridge Authority to encourage the use of New York State subcontractors and suppliers where possible, and to promote the participation of minority and women-owned businesses as well as veteran-owned businesses, in the procurement of goods and services.

MINORITY AND WOMEN-OWNED BUSINESS ENTERPRISE UTILIZATION

This contract will be awarded subject to the provisions of Article 15-A of the New York State Executive Law and Parts 140-145 of Title 5 of the New York Codes Rules and Regulations. As stated therein and acknowledged by the proposer, it is a purpose of this contract to encourage participation of certified minority-owned businesses (MBE’s) and women-owned businesses (WBE’s) in the procurement of goods and services by the Authority. (Reference Appendix B.)

SERVICE-DISABLED VETERAN-OWNED BUSINESS UTILIZATION

Per New York State Executive Law Article 17-B, this contract will be awarded subject to the provisions of Article 17-B of the New York State Executive Law (9 CRR-NY G I 252 of NYCRR). Bidders/Contractors are strongly encouraged and expected to consider SDVOB's in the fulfillment of the requirements of the Contract. Such participation may be as subcontractors or suppliers, as protégés, or in other partnering or supporting roles. (Reference Appendix C.)

PROPOSAL CONTENT

Proposals responding to this RFP must be in writing, concise in format and composed in clear English grammar. The Authority reserves the right to reject any proposal that is, in its judgment, unclear about any terms, obscure, or confusing.

Each proposal must contain all the information necessary to enable the Authority to evaluate it without further inquiry.

The following items are required:

A Summary Statement of the coverage offered explicitly reciting whether or not the proposed policy(s) conform to the Specifications and the details of any variation in form or content with the Specifications and/or the current policy;

The names and addresses of all parties included in the proposal and their roles in providing the insurance (broker, agent, insurer, etc);

NAIC Number and A.M. Best rating of all insurance companies participating in the proposal;

Cost of coverage.

Cost of applicable taxes

Any additional information the proposer believes the Authority should have to assist it in evaluating the proposal.

Any brokerage fee to provide the required services associated with marketing and placement of insurance for the Authority. The lump sum amount must include all costs associated with providing the services, including direct and indirect costs, travel, fees, overhead and profit. The Proposer must disclose any commission or percentage for the placement of any insurance policy. A lump sum annual brokerage fee will be paid on January 1 coinciding with each new policy year for each year during the term of the contract.

Offeror disclosure and certification Appendices G, I, J, J-1, K, L, & R.

COST

For all contracts the cost will be evaluated based on a lump sum for all coverage identified in the Insurance Specifications including any brokerage fees and taxes.

In each case, pricing should be provided and calculated assuming a full lump sum payment upon receipt of invoice by the Authority within 30 days of the start of the coverage year.

STATE FINANCE LAW § 139 LOBBYING LAW; ETHICS AND CONFLICTS

Pursuant to New York State Finance Law §139-j and §139-k, this RFP includes and imposes certain restrictions on communications between the Authority and a Proposer during the procurement process. A Proposer is restricted from making contacts from the earliest date of notice of intent to solicit a “request for proposal” through final award and approval of the Contract by the Authority (“restricted period”) to other than designated staff unless it is a contact that is included among certain statutory exceptions set forth in State Finance Law §139-j(3)(a).

Designated staff, as of the date hereof, is identified in Section 1 of this solicitation. Authority employees and Board Members are also required to obtain certain information when contacted during the restricted period and make a determination of the responsibility of the Respondent pursuant to these two statutes. Certain findings of non-responsibility can result in rejection for contract award and in the event of two findings within a 4-year period, the Respondent is debarred from obtaining governmental Procurement Contracts as defined in State Finance Law Section §139-j. Further information about these requirements can be found on the NYS Office of General Services website at www.ogs.state.ny.us. The Respondent is required to include Appendices J, K, and L with its proposal.

During the term of any contract resulting from this RFP, the Proposer shall not engage any person who is or has been at any time in the employ of the Authority or New York State to perform services under the contract, without the consent of the Authority. Further, during the term of any such contract, no person who is employed by the Proposer and who is disqualified from providing services under the Agreement pursuant to the New York State Public Officers Law or any other applicable laws, rules, regulations, guidelines or policies may share in any net revenues the Proposer derives from the Agreement. By submission of its proposal, the Proposer represents and certifies that it has not employed or retained any company or person, other than a bona fide employee working for the Proposer, to solicit or secure this Agreement, and that it has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift or any other consideration, contingent on or resulting from the award or making of the contract. The Proposer is required to include Appendix G with its proposal.

QUESTIONS AND CLARIFICATIONS

Questions regarding this Request for Proposals may be submitted to Brian Bushek, Treasurer, via email to bbushek@nysba.ny.gov for receipt not later than October 23, 2026. Written responses to questions submitted by such date will be distributed to the parties who have been furnished with a copy of this RFP. Questions submitted after the due date for questions may not receive an official response. If a Proposer believes there is any ambiguity or error in this RFP, the Proposer should immediately notify the Authority contact person and request clarification or modification of the RFP. Any modifications or clarifications will be made in writing distributed to all parties who have been in contact with the Authority related to the RFP, the NYSBA furnished with this

RFP.

SUBMISSIONS

Offerors/Proposers, who wish to be assigned exclusive rights to insurance companies, must provide a list of preferred companies for each insurance contract they intend to offer a proposal for. This list must be received by Brian Bushek, Treasurer of the New York State Bridge Authority, at the Bridge Authority’s main office, at the Mid-Hudson Bridge Plaza, P.O. Box 1010, Highland, New York 12528, in hard copy or thumb drive or via email bbushek@nysba.ny.gov no later than 10:00 A.M., October 30, 2026. The Authority is not responsible for email submissions not received by the deadline. Any electronic submission must be in PDF format.

Proposals are preferred in hard copy form and a thumb drive with a single PDF file with all required documents will also be accepted. Hardcopy proposals must be in duplicate, and all proposals must be signed by an authorized officer of the proposer and received by Brian Bushek, Treasurer of the New York State Bridge Authority, at the Bridge Authority’s main office, at the Mid-Hudson Bridge Plaza, P.O. Box 1010, Highland, New York 12528, no later than 10:00 A.M., December 7, 2026. Email will be accepted by the same hardcopy due date at bbushek@nysba.ny.gov in PDF format and must include all information required for submission in a single email submission. The Authority is not responsible for email submissions not received by the deadline.

Note that all submissions must include an acknowledgement that the Proposer has examined and accepts all the requirements under this RFP, including all appendices, forms, and attachments.

That it is capable of performing the work to achieve the objectives of the Authority, and that it will accept these terms and conditions unless exceptions are specified in the Proposer’s submission.

Per the requirements of State Finance Law § 139 it is mandatory that each offeror (proposer) submits, together with the proposal, the following completed forms:

Appendix A – Standard Clauses for All New York State Bridge Authority Contracts

Appendix B – Participation by Minority Group Members and Women with Respect to New York State Bridge Authority Contracts: Requirements and Procedures

Appendix B-1 – MWBE Utilization Form 100

Appendix B-2 – EEO Staffing Form 100

Appendix C – Participation By Service-Disabled Veterans-Owned-Businesses with Respect to New York State Bridge Authority Contracts: Requirements and Procedures

Appendix C-1 – SDVOB Utilization Form 110

Appendix D – Offeror’s Certification of Adherence to Executive Order 177 Regarding Anti- Discriminatory Policies and Practices

Appendix E - Certification Under Executive Order No. 16 Prohibiting State Agencies and Authorities from Contracting with Businesses Conducting Business in Russia

Appendix F-1 – New York State Bridge Authority Policy: Contractor and Vendor Facility Access

Appendix F-2 – New York State Bridge Authority Attachment 1 Contractor and Vendor Acknowledgement Form

Appendix G – New York State Bridge Authority Vendor Assurance of No Conflict of Interest or Detrimental Effect

Appendix H – New York State Bridge Authority Gender Based Violence and the Workplace Certification

Appendix I – New York State Bridge Authority Non-Collusive Bidding Certification

Appendix J – New York State Bridge Authority Offeror Disclosure of Prior Non-Responsibility Determinations

Appendix J-1 – Vendor Information Form

Appendix K – New York State Bridge Authority Offeror’s Affirmation of Understanding of and Agreement pursuant to State Finance Law §139-j (3) and §139-j (6) (b)

Appendix L – New York State Bridge Authority Offeror’s Certification of Compliance with State Finance Law §139-k(5)

Appendix M – Intentionally Omitted

Appendix N – Intentionally Omitted

Appendix O – Intentionally Omitted

Appendix P – Intentionally Omitted

Appendix Q – Intentionally Omitted

Appendix R – Foil Confidentiality Notice

ATTACHMENTS

1. EXHIBIT 1: Insurance Specifications

2. EXHIBIT 2: 5-Year Loss Runs

3. EXHIBIT 3: Policy Specimens

4. EXHIBIT 4: 2025 Financial Statements. The 2025 Financial Statements are available online at www.nysba.net

5. EXHIBIT 5: 2026 Insurable Values

Page A-1 of 8 April 25, 2022

APPENDIX A

STANDARD CLAUSES FOR ALL

NEW YORK STATE BRIDGE AUTHORITY CONTRACTS

The parties to the attached contract, license, lease, amendment or other agreement of any kind (hereinafter, “the contract” or “this contract”) agree to be bound by the following clauses which are hereby made a part of the contract (the word “Contractor” herein refers to any party other than the Authority, whether a contractor, licensor, licensee, lessor, lessee or any other party):

1. NON-ASSIGNMENT CLAUSE.

In accordance with Section 138 of the State Finance

Law,this contract may not be assigned, and no part or portion may be subcontracted, by the Contractor nor may its right, title or interest therein be assigned, transferred, conveyed, sublet or otherwise disposed of without the previous consent, in writing, of the

Authority and any attempts to assign the contract without the Authority's written consent are null and void. The Authority retains its right to approve an assignment and to require that any Contractor demonstrate its responsibility to do business with the

Authority.

2. WORKERS' COMPENSATION

BENEFITS. In accordance with Section 142 of the

State Finance Law, this contract shall be void and of no force and effect unless the Contractor shall provide and maintain coverage during the life of this contract for the benefit of such employees as are required to be covered by the provisions of the Workers'

Compensation Law. If employees will be working on, near or over navigable waters, a U.S. Longshore and Harbor Workers’ Compensation Act endorsement must be included.

3. NON-DISCRIMINATION

REQUIREMENTS. To the extent required by

Article 15 of the Executive Law (also known as the

Human Rights Law) and all other State and Federal statutory and constitutional non-discrimination provisions, the Contractor will not discriminate against any employee or applicant for employment, nor subject any individual to harassment, because of age, race, creed, color, national origin, sexual orientation, gender identity or expression, military status, sex, disability, predisposing genetic characteristics, familial status, marital status, or domestic violence victim status or because the individual has opposed any practices forbidden under the Human Rights Law or has filed a complaint, testified or assisted in any proceeding under the

Human Rights Law. Furthermore, in accordance with

Section 220-e of the Labor Law, if this is a contract for the construction, alteration or repair of any public building or public work or for the manufacture, sale or distribution of materials, equipment or supplies, and to the extent that this contract shall be performed within the State of New York, Contractor agrees that neither it nor its subcontractors shall, by reason of race, creed, color, disability, sex, or national origin:

(a) discriminate in hiring against any New York State citizen who is qualified and available to perform the work; or (b) discriminate against or intimidate any employee hired for the performance of work under this contract. If this is a building service contract as defined in Section 230 of the Labor Law, then, in accordance with Section 239 thereof, Contractor agrees that neither it nor its subcontractors shall by reason of race, creed, color, national origin, age, sex or disability: (a) discriminate in hiring against any

New York State citizen who is qualified and available to perform the work; or (b) discriminate against or intimidate any employee hired for the performance of work under this contract. Contractor is subject to fines of $50 per person per day for any violation of Section

220-e or Section 239 as well as possible termination of this contract and forfeiture of all moneys due hereunder for a second or subsequent violation.

4. EQUAL EMPLOYMENT

OPPORTUNITIES FOR MINORITIES AND

WOMEN. In accordance with Section 312 of the

Executive Law and 5 NYCRR Part 143, if this contract is: (i) a written agreement or purchase order instrument, providing for a total expenditure in excess of $25,000, whereby the Authority is committed to expend or does expend funds in return for labor, services, supplies, equipment, materials, or any combination of the foregoing, to be performed for, or

Page A-2 of 8 April 25, 2022 rendered or furnished to the Authority; or (ii) a written agreement in excess of $100,000 whereby the

Authority is committed to expend or does expend funds for the acquisition, construction, demolition, replacement, major repair, or renovation of real property and improvements thereon; or (iii) a written agreement in excess of $100,000 whereby the owner of a State-assisted housing project is committed to expend or does expend funds for the acquisition, construction, demolition, replacement, major repair, or renovation of real property and improvements thereon for such project, then the following shall apply and by signing this agreement the Contractor certifies and affirms that it is Contractor’s equal employment opportunity policy that:

(a.) The Contractor will not discriminate against employees or applicants for employment because of race, creed, color, national origin, sex, age, disability, or marital status, shall make and document its conscientious and active efforts to employ and utilize minority group members and women in its work force on State contracts, and will undertake or continue existing programs of affirmative action to ensure that minority group members and women are afforded equal employment opportunities without discrimination. Affirmative action shall mean recruitment, employment, job assignment, promotion, upgradings, demotion, transfer, layoff, or termination, and rates of pay or other forms of compensation;

(b.) at the request of the Authority, the

Contractor shall request each employment agency, labor union, or authorized representative of workers with which it has a collective bargaining or other agreement or understanding, to furnish a written statement that such employment agency, labor union, or representative will not discriminate on the basis of race, creed, color, national origin, sex, age, disability, or marital status, and that agency, union, or representative will affirmatively cooperate in the implementation of the contractor's obligations herein;

and

(c.) the Contractor shall state, in all solicitations or advertisements for employees, that in the performance of the State contract, all qualified applicants will be afforded equal employment opportunities without discrimination because of race, creed, color, national origin, sex, age, disability, or marital status.

The Contractor shall include the provisions of

(a), (b), and (c) above in every subcontract over

$25,000 for the construction, demolition, replacement, major repair, renovation, planning or design of real property and improvements thereon except where such work is for the beneficial use of the Contractor Section 312 of the Executive Law does not apply to: (i) work, goods or services unrelated to this contract; or (ii) employment outside New York

State. The Authority shall consider compliance by the

Contractor or subcontractor with the requirements of any federal law concerning equal employment opportunity which effectuates the purpose of this clause. The Authority shall determine whether the imposition of the requirements of the provisions hereof duplicate or conflict with any such federal law and if such duplication or conflict exists, the

Authority shall waive the applicability of Section 312 to the extent of such duplication or conflict.

Contractor shall comply with all duly promulgated and lawful rules and regulations of the Department of

Economic Development’s Division of Minority and

Women’s Business Development pertaining hereto.

5. SERVICE-DISABLED

VETERANS-OWNED BUSINESS

PROVISIONS. If this is a contract covered by

Article 17-B of the Executive Law and 9 NYCRR §

252.2, Contractor shall complete an SDVOB

Utilization Plan on Form SDVOB 100. Contractor is required to report Monthly SDVOB Contractor

Compliance to the Authority during the term of the contract on Form SDVOB 101. All forms are available at https://ogs.ny.gov/veterans.

6. WAGE AND HOURS

PROVISIONS. If this is a public work contract covered by Article 8 of the Labor Law or a building service contract covered by Article 9 thereof, neither

Contractor's employees nor the employees of its subcontractors may be required or permitted to work more than the number of hours or days stated in said statutes, except as otherwise provided in the Labor

Law and as set forth in prevailing wage and supplement schedules issued by the New York State

Labor Department. Furthermore, Contractor and its subcontractors must pay at least the prevailing wage rate and pay or provide the prevailing supplements, including the premium rates for overtime pay, as determined by the New York State Labor Department https://ogs.ny.gov/veterans

Page A-3 of 8 in accordance with the Labor Law. Additionally, if this is a public work contract covered by Article 8 of the Labor Law, the Contractor understands and agrees that the filing of payrolls in a manner consistent with subdivision 3-a of Section 220 of the Labor Law shall be a condition precedent to payment by the Authority of any sums due and owing to any person for work done upon the project.

7. NON-COLLUSIVE BIDDING

REQUIREMENT. In accordance with Public

Authorities Law Section 2878, if this contract was awarded based upon the submission of bids, Contractor warrants, under penalty of perjury, that its bid was arrived at independently and without collusion aimed at restricting competition. Contractor further warrants that, at the time Contractor submitted its bid, an authorized and responsible person executed and delivered to the Authority a non-collusive bidding certification on Contractor's behalf.

8. INTERNATIONAL BOYCOTT

PROHIBITION. In accordance with Section 220-f of the Labor Law, if this contract exceeds $5,000, the

Contractor agrees, as a material condition of this contract, that neither the Contractor nor any substantially owned or affiliated person, firm, partnership, or corporation has participated, is participating, or shall participate in an international boycott in violation of the Federal Export

Administration Act of 1979 (50 USC App. Sections

2401 et seq.) or regulations thereunder. If such

Contractor, or any of the aforesaid affiliates of

Contractor, is convicted or is otherwise found to have violated said laws or regulations upon the final determination of the United States Commerce

Department or any other appropriate agency of the

United States subsequent to the contract's execution, such contract amendment or modification thereto shall be rendered forfeit and void. The Contractor shall so notify the Authority within five (5) business days of such conviction, determination or disposition of appeal.

9. SET-OFF RIGHTS. The Authority shall have all of its common law, equitable, and statutory rights of set-off. These rights shall include, but not be limited to, the Authority's option to withhold for the purposes of set-off any moneys due to the Contractor under this contract up to any amounts due and owing to the Authority with regard to this contract, or any other contract with the

Authority, including any contract for a term commencing prior to the term of this contract. This also includes amounts due and owing the Authority for any other reason including, without limitation, monetary penalties, adjustments, fees, or claims for damages by the Authority and third parties in connection therewith.

10. RECORDS. The Contractor shall establish and maintain complete and accurate books, records, documents, accounts and other evidence directly pertinent to performance under this contract

(the “Records”) for a period of six (6) years following final payment or termination of the contract, whichever is later, and any extensions thereto. The

Authority and Attorney General or any other person or entity authorized to conduct an examination, as well as the agency or agencies involved in this contract, shall have access to such Records during the contract term, extensions thereof and said six (6) year period thereafter for the purposes of inspection, auditing and copying. “Termination of the contract”, as used in this clause 10, shall mean the later of completion of the work of the contract or the end date of the term stated in the contract. The Authority shall take reasonable steps to protect from public disclosure any of the Records which are exempt from disclosure under Section 87 of the Public Officers

Law (the “Statute”) provided that: (i) the Contractor shall timely inform the Authority’s Executive

Director with a copy to its Records Access Officer, in writing, that said records should not be disclosed; and

(ii) said records shall be sufficiently identified; and

(iii) designation of said records as exempt under the

Statute is reasonable. Nothing contained herein shall diminish, or in any way adversely affect, the

Authority's right to discovery in any pending or future litigation.

11. LIABILITY. Contractor shall be responsible for all damage to life and property due to negligent or otherwise tortious acts, errors or omissions of Contractor, in connection with their services under this contract. Further, it is expressly understood that Contractor shall indemnify and save harmless the Authority and/or the State of New York, as their interests may appear, from claims, suits, actions, damages, and costs of every name and description resulting from the negligent performance of the services of Contractor under this contract, and such indemnity shall not be limited by reasons of enumeration of any insurance coverage herein

Page A-4 of 8 provided.

12. GOVERNING LAW. This contract shall be governed by the laws of the State of New

York except where the Federal Supremacy clause requires otherwise.

13. LATE PAYMENT. Timeliness of payment and any interest to be paid to Contractor for late payment shall be governed by Public Authorities

Law Section 2880 and 21 NYCRR Part 207.

14. NO ARBITRATION. Disputes involving this contract, including the breach or alleged breach thereof, may not be submitted to binding arbitration (except where statutorily authorized) but must, instead, be heard in a court of competent jurisdiction of the State of New York.

15. SERVICE OF PROCESS. In addition to the methods of service allowed by the

State Civil Practice Law & Rules, Contractor hereby consents to service of process upon it by registered or certified mail, return receipt requested. Service hereunder shall be complete upon Contractor's actual receipt of process or upon the Authority's receipt of the return thereof by the United States Postal Service as refused or undeliverable. Contractor must promptly notify the Authority, in writing, of each and every change of address to which service of process can be made. Service by the Authority to the last known address shall be sufficient. Contractor will have thirty (30) calendar days after service hereunder is complete in which to respond.

16. OBSERVANCE OF LAWS. The

Contractor agrees to observe all Federal, State and local laws and regulations and to procure all necessary licenses and permits.

17. IDENTIFYING INFORMATION

AND PRIVACY NOTIFICATION.

(a.) Identification Number(s). Every invoice or New York State standard voucher submitted to a

New York State agency by a payee for payment for the sale of goods or services or for transactions (e.g.

leases, easements, licenses, etc.) related to real or personal property must include the payee’s identification number. The number is any or all of the following: (i) the payee’s Federal employer identification number and/or (ii) the payee’s Federal social security number. Failure to include the number or numbers may delay payment. Where the payee does not have such number or numbers, the payee must give, on its invoice or New York State standard voucher, the reason or reasons why the payee does not have such number or numbers.

(b.) Privacy Notification.

(1.) The authority to request the above personal information from a seller of goods or services or a lessor of real or personal property, and the authority to maintain such information, is found in Section 5 of the State Tax Law. Disclosure of this information by the seller or lessor to the State is mandatory. The principal purpose for which the information is collected is to enable the State to identify individuals, businesses, and others who have been delinquent in filing tax returns or may have understated their tax liabilities, and to generally identify persons affected by the taxes administered by the Commissioner of Taxation and Finance. The information will be used for tax administration purposes, and for any other purpose authorized by law.

(2.) The personal information is requested by the Authority covered by this contract or lease.

18. PROHIBITION ON

PURCHASE OF TROPICAL HARDWOODS.

The Contractor certifies and warrants that all wood products to be used under this contract award will be in accordance with, but not limited to, the specifications and provisions of Section 165 of the

State Finance Law (Use of Tropical Hardwoods), which prohibits purchase and use of tropical hardwoods, unless specifically exempted, by the

State or any governmental agency or political subdivision or public benefit corporation.

Qualification for an exemption under this law will be the responsibility of the Contractor to establish to meet with the approval of the State.

In addition, when any portion of this contract involving the use of woods, whether supply or installation, is to be performed by any subcontractor, the prime Contractor will indicate and certify in the submitted bid proposal that the subcontractor has been informed and is in compliance with specifications and provisions regarding use of tropical hardwoods as detailed in Section 165 of the

Page A-5 of 8

State Finance Law. Any such use must meet with the approval of the State; otherwise, the bid may not be considered responsive. Under bidder certifications, proof of qualification for exemption will be the responsibility of the Contractor to meet with the approval of the State.

19. OMNIBUS PROCUREMENT

ACT OF 1992. It is the policy of New York State to maximize opportunities for the participation of New

York State business enterprises, including minority-and women-owned business enterprises as bidders, subcontractors and suppliers on its procurement contracts.

Information of the availability of New York

State subcontractors and suppliers is available from:

NYS Department of Economic Development

Division for Small Business

Albany, New York 12245

Telephone: 518-292-5100

Fax: 518-292-5884

Email: opa@esd.ny.gov

A directory of certified minority- and women-owned business enterprises is available from:

NYS Department of Economic Development

Division of Minority and Women's Business

Development

633 Third Avenue

New York, NY 10017

212-803-2414

Email: mwbecertification@esd.ny.gov https://ny.newnycontracts.com/FrontEnd/VendorSea rchPublic.asp

The Omnibus Procurement Act of 1992

(Chapter 844 of the Laws of 1992 codified in Public

Authorities Law § 2879(3)(n)-(p)) requires that by signing this bid proposal or contract, as applicable, Contractors certify that whenever the total bid amount is greater than $1 million:

(a) The Contractor has made reasonable efforts to encourage the participation of New York

State Business Enterprises as suppliers and subcontractors, including certified minority- and women-owned business enterprises, on this project, and has retained the documentation of these efforts to be provided upon request to the Authority;

(b) The Contractor has complied with the Federal Equal Opportunity Act of 1972 (P.L. 92-

261), as amended;

(c) The Contractor agrees to make reasonable efforts to provide notification to New

York State residents of employment opportunities on this project through listing any such positions with the

Job Service Division of New York State Department of Labor, or providing such notification in such manner as is consistent with existing collective bargaining contracts or agreements. The Contractor agrees to document these efforts and to provide such documentation to the Authority upon request; and

(d) The Contractor acknowledges notice that the Authority may seek to obtain offset credits from foreign countries as a result of this contract and agrees to cooperate with the Authority in these efforts.

20. RECIPROCITY AND

SANCTIONS PROVISIONS. Bidders are hereby notified that if their principal place of business is located in a country, nation, province, state or political subdivision that penalizes New York State vendors, and if the goods or services they offer will be substantially produced or performed outside New

York State, the Omnibus Procurement Act 1994 and

2000 amendments (Chapter 684 and Chapter 383, respectively, codified in Public Authorities Law §

2879(5)) require that they be denied contracts which they would otherwise obtain. NOTE: As of October

2019, the list of discriminatory jurisdictions subject to this provision includes the states of South Carolina, Alaska, West Virginia, Wyoming, Louisiana and

Hawaii. Contact NYS Department of Economic

Development for a current list of jurisdictions subject to this provision.

21. PROCUREMENT LOBBYING.

To the extent this agreement is a “procurement contract” as defined by State Finance Law §§ 139-j and 139-k, by signing this contract, the Contractor certifies and affirms that all disclosures made in accordance with State Finance Law §§ 139-j and 139-k are complete, true and accurate. In the event such certification is found to be intentionally false or intentionally incomplete, the Authority may mailto:opa@esd.ny.gov https://ny.newnycontracts.com/FrontEnd/VendorSearchPublic.asp https://ny.newnycontracts.com/FrontEnd/VendorSearchPublic.asp

Page A-6 of 8 terminate the contract by providing written notification to the Contractor in accordance with the terms of the contract.

22. ETHICS. During the term of this

Agreement, the Contractor shall not engage any person who is or has been at any time in the employ of the Authority or New York State to perform services under the Agreement, without the consent of the Authority. The Authority may request that the

Contractor provide it with whatever information the

Authority deems appropriate about such person’s engagement, work cooperatively with the Authority to solicit advice from the New York State

Commission on Public Integrity or other body having jurisdiction, and if deemed appropriate by the

Authority, instruct such person to seek the opinion of the New York State Commission on Public Integrity.

The Contractor agrees that any such employee assigned to perform services under this Agreement shall be assigned in accordance with the provisions of the New York State Public Officers Law and any other laws, rules, regulations, guidelines or policies applicable to the service of current or former

Authority or New York State employees. Further, during the term of the Agreement, no person who is employed by the Contractor and who is disqualified from providing services under the Agreement pursuant to the New York State Public Officers Law or any other applicable laws, rules, regulations, guidelines or policies may share in any net revenues the Contractor derives from the Agreement. The

Authority shall have the right to cancel or terminate this Agreement at any time if any work performed under the Agreement is in conflict with the provisions of the New York State Public Officers Law, other laws applicable to the service of current or former

Authority or New York State employees, and/or the rules, regulations, guidelines or policies promulgated or issued by the New York State Commission on

Public Integrity.

23. OSHA 10 HOUR

CONSTRUCTION SAFETY AND HEALTH

COURSE. If this is a public work contract covered by Article 8 of the New York State Labor Law, it shall be required that on all public work projects of at least

$250,000.00, all laborers, workers and mechanics working on the site be certified as having successfully completed A MINIMUM OF 10 HOURS OF

CONSTRUCTION AND HEALTH SAFETY

TRAINING, as approved by the United States

Department of Labor’s Occupational Safety and

Health Administration (OSHA). The Contractor, sub-contractor or other person doing or contracting to do the whole or part of the work contemplated by the contract, shall provide proof of certification for successfully completing the course for each employee prior to performing any work on the project.

24. COMPTROLLER’S APPROVAL.

Unless otherwise provided by resolution of the

Authority, to the extent required by Section 2879-a of the Public Authorities Law, if this contract exceeds

$1,000,000, or if this is an amendment for any amount to a contract which, as so amended, exceeds said statutory amount, or if, by this contract, the Authority agrees to give something other than money when the value or reasonably estimated value of such consideration exceeds $1,000,000, it shall not be valid, effective or binding upon the Authority until it has been approved by the State Comptroller and filed in his office.

25. CONFLICTING TERMS. In the event of a conflict between the terms of the contract

(including any and all attachments thereto and amendments thereof) and the terms of this Appendix

A, the terms of this Appendix A shall control, except that to the extent required for the purpose of obtaining

Federal Aid in connection with this contract, any contract provisions required for Federal Aid projects shall supersede any conflicting provisions.

26. CERTIFICATION OF

REGISTRATION TO COLLECT SALES AND

COMPENSATING USE TAX BY CERTAIN

STATE CONTRACTORS, AFFILIATES AND

SUBCONTRACTORS. To the extent this agreement is a contract as defined by Tax Law

Section 5-a, if the Contractor fails to make the certification required by Tax Law Section 5-a or if during the term of the contract, the Department of Taxation and Finance or the covered agency, as defined by Tax Law Section 5-a, discovers that the certification, made under penalty of perjury, is false, then such failure to file or false certification shall be a material breach of this contract and this contract may be terminated, by providing written notification to the Contractor in accordance with the terms of the agreement, if the Authority determines that such action is in the best interest of the State.

Page A-7 of 8

27. COMPLIANCE WITH DATA

SECURITY LAWS. Contractor shall comply with the provisions of the New York State Information Security Breach and Notification Act (General

Business Law, Section 899-aa and State Technology Law Section 208) and commencing March 21, 2020 shall also comply with General Business Law Section 899-bb.

28. NO WAIVER OF PROVISIONS.

The Authority’s failure to exercise or delay in exercising any right or remedy under this contract shall not constitute a waiver of such right or remedy or any other right or remedy set forth therein. No waiver by the Authority of any right or remedy under this contract shall be effective unless made in a writing duly executed by an authorized officer of the

Authority, and such waiver shall be limited to the specific instance so written and shall not constitute a waiver of such right or remedy in the future or of any other right or remedy under this contract.

29. ENTIRE AGREEMENT. This contract, together with this Appendix A, constitutes the entire understanding between the parties and there are no other oral or extrinsic understandings of any kind between the parties. This contract may not be changed or modified in any manner except by a subsequent writing, duly executed by the parties hereto.

30. PAYMENT REPORTING. In any contract subject to the provisions of Article 15-A of the New York State Executive Law which exceeds the sum of $25,000 for commodities or personal services, and $100,000 for construction or professional services, the Contractor shall, immediately upon execution of this contract, and any

Subcontractor shall, immediately upon engagement by the Contractor, establish access to the New York

State Contract System available at https://ny.newnycontracts.com/?TN=ny, and throughout the term of the contract, and any extensions thereof, in compliance with the NYS

Contract Compliance Module, acknowledge, through the New York State Contract System, receipt of all payments for services provided under the contract, and confirm when payments are made to any subcontractors for services rendered.

If this contract receives or shall receive Federal financial assistance as governed by 49 CFR Part 26, Contractor, and any of its subcontractors, shall complete and file the Uniform Report of DBE Awards or Commitments, and shall observe all compliance requirements for Federally Assisted Contracting as set forth in 49 CFR Part 26. Evidence of filing shall be available for inspection by the Authority.

31. SEXUAL HARASSMENT

PREVENTION & OTHER NYS BRIDGE

AUTHORITY POLICIES. The Contractor and all persons working on Authority premises or projects will be required to be trained with respect to the

Sexual Harassment Prevention Policy of The New

York State Bridge Authority…