Bid Notice.pdf

REQUEST FOR PROPOSAL

M ECHANICAL, ELECTRICAL AND PLUMBING (MEP) DESIGN SERVICES

RFP NO. 2026-0071

I. INTRODUCTION

A) Purpose of the Request for Proposal (“RFP”)

All information requested should be included in the Proposal, plus any additional materials or information that may help NYRA evaluate the respondent’s qualifications for this RFP (the “Bidder” or “Firm”).

The New York Racing Association, Inc. (“NYRA”) is seeking proposals from experienced and qualified Mechanical, Electrical, and Plumbing (“MEP”) firms to provide a range of engineering and related design services for a variety of capital improvement and infrastructure projects at NYRA’s Saratoga Race Course and the newly redeveloped Belmont Park racetrack. The selected consultant(s) shall furnish technical expertise and engineering support on an ad hoc basis, as directed by NYRA, to assist in the planning, design, and implementation of projects that support operational and long-term facility objectives.

NYRA makes no representation, promise, or warranty that a contract to provide services will result from participating in this RFP. All expenses and/or costs incurred by the Bidder for developing the Proposals are entirely the responsibility of the Bidders and will not be paid by NYRA.

B) Term

The term of any agreement entered as a result of this RFP shall be for a period of two (2) years, from the date of execution of such agreement; with NYRA having the sole discretion to renew for three (3) additional periods of one (1) year.

C) Authorized Contact Person

Bidders are advised that the Authorized Contact Person for all matters concerning this RFP is:

Name: Jinette Azeez, Procurement Sourcing Manager

Mailing Address: P.O. Box 7337

Garden City, NY 11530

E-Mail Address: jazeez@nyrainc.com | (516) 408-2947

ALL BIDDERS RESPONDING TO THIS RFP AND ALL COMMUNICATIONS CONCERNING

THIS PROCUREMENT MUST BE ADDRESSED TO THE CONTACT PERSON NOTED ABOVE.

D) No Obligation by NYRA

By submitting a Proposal, the Bidder agrees to be bound by all terms and conditions herein (the “Terms and Conditions”). Notwithstanding anything to the contrary contained herein, NYRA shall have no obligation to the winner of the bid, should any be selected, (“Successful Bidder”) until such time as a final written agreement has been executed by both parties. NYRA shall have no liability to any Bidder and none of the Bidders shall have any recourse of any sort against NYRA in this matter.

E) Inclusion of RFP and Related Documents/Contract Negotiations

All provisions of this RFP (including any clarifications, addendums, and questions/answers) and the contents of the successful Proposal are considered to be available for inclusion in the final contractual obligations that may arise hereunder. All Bidders are required to review and are requested to have legal counsel review, the Standard General Terms and Conditions for Bidding and Contracting with NYRA (the “T&Cs”), as the Successful Bidder must be willing to enter into a contract consistent with the material terms contained therein if selected for contract award.

NYRA will not negotiate material terms contained in the RFP or in the Scope of Services outlined herein.1 Generally, material terms are terms that, if altered, may have resulted in different pricing or altered the responses of other Bidders (e.g., the time span of the Agreement, the scope of the project, etc.).2 NYRA may, however, consider limited and reasonable modifications to terms and/or language to the final contract in alignment with industry standards, but has no obligation to accept any such proposed modifications and reserves all rights to reject such proposed changes, if any. NYRA strongly prefers that all proposed modifications be submitted during the Question-and-Answer period but will also consider proposed modifications that are submitted with the Proposal. If Bidders opt to submit proposed changes at the time they submit their Proposal, they may do so using Exhibit “A,” attached hereto, or submit a redlined version of the T&Cs. NYRA reserves the right to reject any bid that proposes substantial or material changes that NYRA determines, in its sole discretion, would preclude it from successfully contracting for the goods or services it seeks.

F) Joint Proposals

Two or more vendors may join together to submit a Proposal in response to this RFP. If a joint Proposal is submitted, such a Proposal shall define the responsibilities that each vendor is proposing to undertake.

One must be designated as the primary vendor of the vendors submitting a joint proposal. Any contract award issued as a result of this submission will be made exclusively to such a primary vendor. A joint Proposal must designate a single authorized official from one of the joint vendors to serve as the sole

1 This section does not preclude NYRA from negotiating for the best price available from the Successful Bidder.

2 In the event only one proposal is received in response to a solicitation for bids, NYRA reserves the right to negotiate any and all terms with the sole Bidder, regardless of materiality, if NYRA determines, in its sole discretion, that it is in its best business interest to do so.

point of contact between NYRA and the responding joint vendors.

G) Background of The New York Racing Association, Inc.

NYRA tracks are the cornerstone of the State’s horse-racing business, contributing more than $3 billion annually to New York State’s urban, suburban, and rural economy and generating over 17,000 full-time jobs. In 2018, more than 1.87 million people attended live races at NYRA tracks. Factoring in nationwide off-track wagering, the average daily betting handle totaled more than $11 million with more than $2.2 billion wagered on NYRA races.

H) Non-Bidder Response

In order to continuously improve its bidding process, NYRA encourages those declining to bid to fill out the “Non-Bidder Response” attached hereto as Exhibit “B.”

II. SCOPE OF SERVICES

The winning bidder (the “Successful Bidder”) shall provide professional engineering design and related consulting services on an ad hoc basis for various projects at NYRA’s Saratoga Race Course and the newly redeveloped Belmont Park racetrack, and any other facilities, properties, training centers, operational sites, or venues currently owned, leased, managed, operated, or that may be acquired, developed, or operated by NYRA during the term of the resulting agreement. Projects may include new construction, renovations, alterations, additions, infrastructure improvements, utility upgrades, building system replacements, and other facility enhancement initiatives necessary to support NYRA's operational, safety, regulatory, and strategic objectives. Services shall be provided on an hourly and as-needed basis and may encompass all phases of project planning, design, procurement, construction, commissioning, and closeout.

Services Requirements: The successful bidder shall provide comprehensive MEP engineering services, including, but not limited to, the following:

Program review, feasibility studies, existing conditions assessments, engineering evaluations, and cost analyses.

Preparation of schematic design, design development, and construction document packages for mechanical, electrical, plumbing, fire protection, and related building systems.

Development of engineering calculations, technical reports, studies, specifications, and cost estimates.

Attendance and participation in project coordination meetings, site visits, field investigations, stakeholder meetings, and project reviews.

Provision of signed and sealed engineering drawings, specifications, calculations, and supporting documentation prepared by professional engineers licensed in the State of New York.

Preparation of construction documents of sufficient quality and detail to facilitate competitive bidding and permit applications, including submissions to the New York State Office of General Services (OGS) and other authorities, as applicable.

Review and timely evaluation of contractor shop drawings, product data, material submittals, substitutions, and Requests for Information (RFIs).

Provision of bidding and award support services, including responses to bidder inquiries and technical clarifications.

Performance of construction administration services, including site observations and preparation of field reports to verify general conformance with the contract documents.

Assistance with substantial completion activities, including preparation of punch lists, verification of corrective actions, final inspections, and project closeout documentation.

Coordination with NYRA, architectural consultants, specialty consultants, contractors, regulatory agencies, utility providers, and other project stakeholders throughout all phases of project delivery.

Support for commissioning activities, system startup, testing, balancing, training, and turnover of completed systems.

Coordinate with the New York State Office of General Services (OGS) throughout all phases of project development, including preparation of submission packages, responses to plan review comments, design revisions, permit application support, participation in review meetings, and coordination required to obtain all necessary approvals. The Consultant shall be familiar with OGS Design & Construction requirements, procedures, standards, and review processes and shall incorporate such requirements into project designs and construction documents.

NYRA reserves the right to assign work on a project-by-project basis and does not guarantee any minimum volume of work under the resulting agreement. Services will be authorized through individual task orders or project assignments as needs arise throughout the contract term.

NYRA’s project locations:

o Saratoga Race Course 267 Union Ave, Saratoga Springs, NY 12866 o Belmont Park racetrack 2150 Hempstead Turnpike, Elmont, NY 11003

New York State Prevailing Wage RATES: Does not apply for this RFP No. 2026-0071.

The prevailing wage rate as part of the requirements of Article 8 and Article 9 of the New York State Labor Law, requires public work contractors and subcontractors to pay laborers, workers, or mechanics employed in the performance of a public work contract not less than the prevailing rate of wage and to provide supplements (fringe benefits) in accordance with prevailing practices in the locality where the work is performed. Work being bid is subject to the prevailing wage rate provisions of New York State Labor Law. Any federal or state determination of a violation of any public works law or Regulation, labor law or regulation, or any OSHA violation deemed "serious or willful" may be grounds for rejection of bid and debarment from public contracting in the State of New York.

Payroll certification reports must be submitted with each invoice. Failure to provide this documentation shall result in non-payment of invoices. Additional requirements can be found in the prevailing wage rate schedule. Bidders are encouraged to thoroughly review the schedule and ask any questions in accordance with the deadlines provided in the RFP.

III. MINIMUM QUALIFICATIONS

All Bidders must meet certain minimum qualifications. This section will NOT be graded as part of the bid evaluation. Rather, it is a “pass/fail,” and the failure of any Bidder to meet the following minimum qualifications (the “Minimum Qualifications”) will render the bid non-responsive, unless NYRA, in its sole discretion, waives any portion of the requirements for all Bidders:

Bidders must be duly organized and operating as a business entity for a minimum of five (5) years.

Bidders must possess a minimum of five (5) years’ experience performing the same or similar services as contemplated in this RFP.

Bidders must possess all required licenses or certifications as required by law.

Bidders must provide Proof of Insurance by submitting the certificate of insurance as "evidence only.”

Bidders must have company resources with the depth and breadth of qualified individuals to effectively complete work on a timely basis.

Bidders must disclose any possible conflicts they may have with NYRA’s Board of Directors, NYRA’s executive management, and other officers, operating, and racing officials. NYRA’s current Board members are:

Marc Holliday; chairman David O’Rourke Michael Dubb C. Steven Duncker Stuart Janney III

Earle Mack Georgeanna Nugent Ogden Phipps Andrew Rosen Stuart Subotnick Vincent Tese Najja Thompson Jerry Zaro Betty Leon Tina Marie Bond

Bidders must submit written proof of compliance with all Minimum Qualifications listed above to the extent such written proof exists (e.g., licenses, certifications, etc.). If there is no pre-existing documentation, Bidders must submit a brief written statement as to how they currently satisfy the requirement(s).

IV. PROPOSAL REQUIREMENTS

Each Bidder is expected to provide NYRA with information, evidence, and demonstrations that will make possible a contract award that best serves the stated interests of NYRA. Bidders should submit a proposal that clearly and concisely provides all of the information requested (the “Proposal”). Emphasis should be concentrated on conformance to the RFP instructions and requirements, as well as completeness and clarity in the Proposal responses. Bidders are advised to thoroughly read and follow all instructions contained in this RFP. Proposals that do not comply with these instructions or do not meet the full intent of all the requirements of this RFP may be subject to scoring reductions during the evaluation process or may be deemed non-responsive.

A proposal that does not provide all the information requested below may be subject to rejection. A complete Proposal for this RFP is comprised of two (2) separate sealed proposals: Technical and Cost. The Technical Proposal should specifically detail the Bidder’s experience and qualifications in providing the services sought by NYRA. Each Technical Proposal shall include descriptive and technical matter only and must be appropriately labeled on the outside of the enclosure with the Bidder’s name and address and the RFP name. There should be no dollar unit or costs included in the Technical Proposal document.

A) Technical Proposal

The purpose of the Technical Proposal is to provide Bidders with an opportunity to demonstrate their qualifications, competence, and capacity to undertake the engagement described herein, in a manner that complies with applicable laws and regulations, and the requirements of the RFP.

Below is a list of the technical information to be provided by the Bidder.

1) Contact Information. The name, address, phone number, and website of the Bidder as well as a primary contact individual.

2) Table of Contents. A table of contents listing each section of the RFP for easy reference.

3) Executive Summary. Bidders are reminded that cost should not be included in this section.

A summary highlighting significant aspects of the Bidder’s Technical Proposal should be provided; a brief overview that demonstrates their qualifications, experience, resources, and approach to providing MEP engineering services for NYRA. At minimum, the technical summary shall include the following:

o Company history and ownership structure o Office location(s) and number of employees o Areas of engineering expertise and technical capabilities

4) Legal Name and Incorporation. The Bidder shall provide its full legal name and state of incorporation as part of its submission. Failure to provide this information may result in delays in the contracting process.

5) Project Plan. The project plan should include:

Project Approach. Describe the firm’s approach to delivering on-call MEP engineering services, including:

o Project initiation and scoping o Cost estimating and budgeting support o Design development and document production o Coordination with architects, contractors, utilities, regulatory agencies, and NYRA stakeholders.

o Construction administration and commissioning support o Response times for routine and emergency request o Experience providing on-call or term contract engineering services o Safety program and quality assurance/quality control procedures

Available Resources and Capacity. Describe the firm’s ability to support multiple concurrent assignments and respond to urgent project needs, include:

o Staffing levels by discipline o Availability of local personnel o Specialized technical resources o Design software and technology capabilities o Quality control procedures o Ability to provide expedited services when required

Project Team and Organization. Provide an organizational chart identifying the proposed Project Manager and key personnel assigned to the contract, include resumes highlighting:

o Education and professional certifications o New York State professional licensure o Relevant project and years of experience o Areas of responsibility under this contract

6) Bidder Experience and Qualifications. In this section of the Technical Proposal, the Bidder should demonstrate relevant experience by providing the following:

Relevant Experience. Provide description of at least five (5) projects completed within the last ten (10) years that are similar in scope, complexity, and operational environment to those anticipated under this contract. Preference will be given to experience involving racetracks, sports and entertainment venues, large public assembly facilities, or comparable properties.

For each project, include:

o Client name o Office location(s) o Description of services provided o Construction value o MEP construction value (if available) o Completion date o Client reference and contact information

OGS Experience and Regulatory Coordination. Provide a detailed description of the firm’s experience working with the New York State Office of General Services (OGS), including:

o Number and types of projects submitted through the OGS review and permitting process.

o Experience preparing drawings and specifications in accordance with OGS requirements and standards.

o Construction Experience responding to OGS plan review comments and obtaining project approvals.

o Familiarity with OGS Design & Construction procedures, project delivery processes, and construction administration requirements.

o Experience coordinating among OGS, client representatives, architects, contractors, and other stakeholders during design and construction.

7) Bidder References. Bidders should list at least three (3) client references for projects of similar size and complexity completed with the last five (5) years, including name, telephone number, physical address, and email address. References may be checked, and the relevancy and quality of the references will be considered in the scoring of the technical components of this RFP. NYRA may seek information from references regarding subjects that include but are not limited to, the quality of services provided, the anticipated ability to perform the services required in this RFP, and the responsiveness of the Bidder to the client during the engagement.

8) Bidder Presentations. NYRA reserves the right to invite Bidders that are on a “short list” to make a presentation as part of the Technical Proposal. The Procurement Department will contact Bidders to schedule a mutually agreeable date and time for the presentation. Bidder presentations may become part of the scoring of the Technical Proposals and NYRA reserves the right to re-score proposals based on information learned in such presentations. Bidders are reminded that cost and/or pricing should not be discussed at the presentation, and presentation materials should not include any cost and/or pricing information.

B) Cost Proposal

Among the selection criteria is the fee the Bidder will charge NYRA for the services described in this RFP. The Cost Proposal must be submitted separately using the worksheet attached hereto as Exhibit “C.” The Cost Proposal will remain sealed until after the Technical Proposal is evaluated and scored. Bidders are reminded that they MUST complete pricing AS requested, including the pricing for optional terms, if any are provided. Failure to submit pricing in accordance with the required format may, at NYRA’s sole discretion, result in a rejection of your bid. The Cost Proposal should include:

The Cost Proposal is an integral component of a Bidder’s submission. Bidders should take particular care to ensure the Cost Proposal is completed fully and in complete accordance with the above instructions.

C) Best and Final Offer (BAFO)

In NYRA’s sole discretion, price revisions may be permitted from all Bidders determined to be susceptible of being selected for contract award, prior to award. In the event that NYRA seeks a BAFO, all Bidders being considered for selection of award shall be accorded fair and equal treatment with respect to their opportunity for discussion and revision of offers.

D) Proposal Receipt and Distribution

Upon receipt of a Proposal, the Cost Proposal will be secured by NYRA’s Procurement Department and will remain secured and unopened until after the technical evaluation process is complete. Each Technical Proposal will be distributed to the Evaluation Committee members at the start of the evaluation process. A Proposal must be received by NYRA on or before the due date and specified time. The Bidder is responsible for the timely receipt of its Proposals and should plan for the delivery accordingly. Failure of a Bidder to submit a Proposal by the specified time will result in rejection or disqualification of such Proposal. Proposals rejected or disqualified for lateness may be returned unopened to the Bidder.

E) Clarification Process

NYRA may request clarification from a Bidder for the purpose of resolving any ambiguity or questioning information presented in a Bidder’s Proposal. Clarifications are an opportunity to explain, but not to enhance, a Proposal. Requests for clarification may occur throughout the Proposal submission review and/or the technical evaluation process. Clarification responses shall be in writing and shall address only the information requested. Responses shall be submitted to NYRA within the time stipulated at the time of the occasion of the request. As applicable, clarifications will be treated as addendums to the Bidder’s Proposal.

V. EVALUATION AND SELECTION PROCESS

A) Introduction

This section describes the evaluation process that will be used to determine which Proposal provides the greatest overall benefits to NYRA. The ability of NYRA to evaluate a Bidder's Proposal is dependent upon the completeness and proper submission of the Proposal. The failure of a Bidder to provide the information requested by this RFP, to submit the Proposal according to the required format, or to respond appropriately to a clarification request, may result in the rejection of the Bidder's Proposal or reduction in scoring during the evaluation.

B) Evaluation Methodology

NYRA will conduct a comprehensive, fair, and impartial evaluation of Proposals received in response to this RFP. In making a selection, NYRA will be represented by an Evaluation Committee (the “Committee”) composed of NYRA staff members. NYRA reserves the right to make changes in the Committee’s membership as necessary and/or to use outside consultants as needed. The relative weight of technical to cost will be technical [75] % and cost [25] %. The technical and pricing scores will be combined to determine the final composite score for each Bidder. The Successful Bidder will be the Bidder who achieves the highest composite score and who is deemed to be a responsible Bidder.

a. Technical Proposal Evaluation – 75%

The scoring of the Technical Proposals will be by consensus of the Committee. NYRA will use an evaluation instrument that applies scoring criteria to the Technical Proposal as defined and agreed to by the evaluation team prior to receipt of the bids.

b. Cost Proposal Evaluation – 25%

The Bidder with the lowest price will be awarded the full points allocated to the pricing evaluation. The score for each of the remaining Bidders will be proportionate to the lowest bidder based on a pre-determined formula.

C) Notice of Award

A contract award notification letter will be sent to the Successful Bidder and unsuccessful bidders indicating the award3. No public discussion or news releases relating to this RFP, or the resulting contract shall be made by any Bidder without the prior approval of NYRA.

D) Debriefings

A debriefing may be requested by an unsuccessful bidder. Debriefings must be requested by the unsuccessful Bidder within fifteen (15) calendar days of notification that the Bidder is unsuccessful.

NYRA, upon a request made within fifteen days of the release of the written notice, shall schedule the debriefing to occur within a reasonable time of such request. Personnel participating in the debriefing discussion will have been involved with and knowledgeable about the procurement and the evaluation and selection of the successful bidder(s). Debriefing requests must be made to the Director of Procurement.

3 NYRA will determine the timing of notification to Bidders and NYRA makes no representation that all Bidders will be notified at the same time.

STANDARD GENERAL TERMS AND CONDITIONS FOR BIDDING

AND CONTRACTING WITH NYRA

1. No Obligation by NYRA. This Request for Proposal does not commit NYRA to award an agreement, to pay any costs incurred in the preparation of a Proposal, or to contract for the goods and/or services offered. Notwithstanding anything to the contrary, NYRA reserves the right to accept any Proposal or reject any or all Proposals received as a result of this RFP. The decisions of NYRA hereunder are final. (See “NYRA’s Reserved Authority” herein for a full list of reserved rights).

2. Non-Collusive Bidding Requirement. By submitting a Proposal in response to this RFP, Bidders warrant that their Proposal was arrived at independently and without collusion aimed at restricting competition.

3. Agreement to Terms and Conditions. By submitting a Proposal, each Bidder is agreeing to be bound by these Terms and Conditions.

4. Conflict of Terms. Unless specifically outlined in the contract documents, the Terms and

Conditions contained herein shall control.

5. Pricing and Term. The term of the Terms and Conditions and any agreement awarded pursuant to this RFQ (the “Agreement”) shall be from the date of (a) Bidder's execution of the Proposal (as it relates to the Terms and Conditions) and (b) the full execution of the Agreement (as it relates to the Agreement), and in each case, shall be for the Term stated in Section I.(B) above. The pricing indicated in the Cost Proposal shall remain in effect for the entire period of the Initial Term and any optional renewal periods.

6. Payment Terms. NYRA’s standard payment terms are 2% 10 Net 30

7. NYRA’s Reserved Authority.

In addition to any authority articulated elsewhere in this RFP, NYRA reserves the authority to:

a. Award a contract for all, part, or none of the services requested by this RFP;

b. Waive any informality or technical defect if, in NYRA’s judgment, the best interest of

NYRA will be so served;

c. Eliminate any non-material mandatory specification(s) that cannot be complied with by any of the prospective Bidders;

d. Amend the RFP and direct Bidders to submit Proposal modifications accordingly;

e. Change any of the scheduled dates stated herein;

f. Reject any or all Proposals received in response to this RFP, and reissue a modified version of this RFP;

g. Withdraw the RFP at any time, at its sole discretion;

h. Seek clarifications and revisions to Proposals;

i. Use Proposal information obtained through site visits, management interviews, and investigation of a Bidder's qualifications, experience, ability, or financial standing and any material or information submitted by the Bidder in response to NYRA's request for clarifying the information in the course of evaluation and/or selection under this RFP;

j. Disqualify any Bidder whose conduct and/or Proposal fail to conform to the requirements of this RFP;

k. Seek Best and Final Offers from all Bidders determined to be susceptible of being selected for contract award, prior to award. Bidders shall be accorded fair and equal treatment with respect to their opportunity for discussion and revision of offers;

l. Negotiate with the Successful Bidder within the scope of the RFP in the best interests of

NYRA;

m. Set aside the original Successful Bidder if it is determined that such Bidder is non-responsible. NYRA may then award a contract to the responsible Bidder with the next highest total combined score;

n. Set aside a conditional award to the Successful Bidder should NYRA be unsuccessful in finalizing the Agreement with such Bidder within a time frame acceptable to NYRA; such time frame is to be determined solely by NYRA based on its best interests. NYRA may then award a contract to the Bidder with the next highest total combined evaluation score.

8. Bidder Responsibility. The Successful Bidder shall be duly organized and in good standing; be technically qualified to perform the proposed work; be of sound financial status and ability to secure adequate financial resources necessary to perform the proposed work; be able to comply with a delivery or performance schedule as required by this RFP; have a satisfactory record of past performance; present no conflicts of interest as regards to other clients, work performed or employees, staff or ownership of Bidder's organization; present no conflicts of interest with NYRA officers, employees or directors as determined by NYRA in its reasonable judgment.

9. Background Review of Successful Bidder.

The acceptance by NYRA of Proposals and the award of an agreement in this matter is further conditioned upon the satisfactory completion and submission, together with the requisite $850.00 fee (if applicable), of a Bidders Qualification Statement (“BQS”) (if the value of Bid exceeds $100,000), and NYRA’s approval of the results.

The BQS is a self-reporting statement designed to assist the Successful Bidder in collecting and summarizing information that is necessary to qualify as an approved Vendor for NYRA.

All information is kept confidential and is used solely for that purpose.

The Successful Bidder will be sent an application by NYRA or a designated third-party integrity service provider. Such application requests information concerning, among other things: any history of criminal convictions or investigations by government agencies; any history of collusion, bankruptcy filings, adverse claims, or liens; any declarations of ineligibility to Bid; or any relationship of the Successful Bidder to NYRA employees which may violate NYRA’s ethics or Procurement policies (“the Report”).

The Successful Bidder will be obligated to timely return the completed application to NYRA or a designated third-party integrity service provider. No final agreement will be signed until such time as NYRA receives the finalized Report and it is approved by NYRA.

Public companies traded on recognized stock exchanges are exempt from this requirement but must instead submit to NYRA their 10K/Q reports for review.

NYRA hereby reserves the right, in its sole and absolute discretion, to disqualify otherwise Successful Bidders herein based upon NYRA’s review of the relevant background Report.

The final agreement herein, if any, will require the Successful Bidder to keep NYRA apprised of any changes in the Successful Bidder’s background status.

NYRA will reserve the right to terminate the final agreement herein, if any, under circumstances reasonably giving rise to such termination, including the involvement of the Successful Bidder and/or its principals or owners in circumstances involving moral turpitude.

10. Independent Contractor. It is understood and agreed that the legal status of the Successful Bidder, its agents, officers, and employees under these Terms and Conditions and the Agreement is that of an independent contractor, and in no manner shall they be deemed employees of NYRA, and therefore are not entitled to any of the benefits associated with such employment. The Successful Bidder agrees, during the term of any contract that may be entered into with NYRA, to maintain at Successful Bidder's expense those benefits to which its employees would otherwise be entitled by law, including health benefits, and all necessary insurance for its employees, including worker's compensation, disability, and unemployment insurance, and to provide NYRA with a certification of such insurance upon request. The Successful Bidder remains responsible for all applicable federal, state, and local taxes, and all FICA contributions.

11. Subcontractors. NYRA must be informed in each Proposal of any Bidder’s desire to subcontract any portion of the requirements of the Agreement that may be awarded hereunder, which subcontracting will be subject to NYRA's sole and absolute discretion. NYRA should be furnished with information regarding any proposed subcontractor(s), including the identity of ownership and senior management, location(s) of primary place of business and/or facilities in which NYRA work is to be performed, employee education and training, and details regarding the specific portion(s) of the agreement requirements the proposed subcontractor would perform.

Under no circumstances will any Bidder be permitted to subcontract any portion of the agreement requirements without first obtaining NYRA's prior written consent, which consent may be withheld at NYRA's sole and absolute discretion. All subcontractor(s) will be bound to all Terms and Conditions and may be subject to review by NYRA's third-party integrity service.

12. Mandatory Meetings. All interested Bidders must attend all mandatory meetings that may be conducted in this matter. Any Proposals received from Bidders who fail to attend all mandatory meetings will be considered to be null and void [*See exception in Section 30 of the Terms and Conditions herein] *

*NOTE: NYRA, in its sole discretion, may reject proposals from Bidders who fail to attend any mandatory meeting. All leadership members of the Bidder’s proposed team who will be actively providing services for the Project must attend the oral presentations. NYRA, however, reserves the right and discretion to accept any proposal if it is determined that it is in NYRA’s best interest to do so.

13. Non-Responsive Proposals. NYRA shall not be obligated to evaluate, consider, or accept any

Proposal that it considers to be non-responsive to the requirements of this RFP. Notwithstanding anything to the contrary contained herein, NYRA shall have no obligation to the Successful Bidder, if any is selected by NYRA until a final written agreement has been executed by both parties. NYRA shall have no liability to any Bidder and none of the Bidders shall have any recourse of any sort against NYRA in this matter. While NYRA will protect confidential information to the extent permitted by law (as outlined in Section 15 below), NYRA shall not be liable to any Bidder for NYRA’s, or any third party’s use of any information contained in Bidder’s Proposals.

14. Prior Information. Any information in this matter that may have been released either orally or in writing prior to the issuance of this RFP is null and void and should be disregarded.

15. Confidentiality and Non-Disclosure. For the purposes of any agreement that may arise from this

RFP:

(a) “Confidential Information” means any information not generally known to the public, whether oral or written, that each party may receive regarding the other party’s business strategies, financial information, customer data, and other proprietary information. The parties shall, to the extent practical, identify to the other party the information it deems to be confidential.

Confidential Information may include, but is not limited to, operational and infrastructure information relating to bidding documents, plans, drawings, specifications, reports, product information; business and security processes and procedures; personnel and organizational data, and financial statements; information system IP addresses, passwords, security controls, architectures, and designs; and such other data, information, and images that the parties deem confidential. Confidential Information of a party (“Disclosing Party”) shall be held in confidence by the other party (“Recipient”) and shall not be disclosed to any third party or otherwise made public without the Disclosing Party’s prior written consent or as expressly provided in the Agreement. Confidential Information of either party may be disclosed only by the Recipient to the Recipient’s employees, agents, or representatives who have a need to know such information and who have agreed to be bound by the provisions set forth herein. The Recipient may disclose any Confidential Information in response to a valid court order or other applicable legal or regulatory process, only to the extent required by such order or process and, if practical and permitted by applicable law, only after the Recipient has given the Disclosing Party notice of such court order or other legal processes promptly after receipt thereof and the opportunity for the Disclosing Party to seek a protective order or confidential treatment of such Confidential Information (with the reasonable assistance of Recipient of the Disclosing Party so requests).

These confidentiality obligations shall survive the termination or expiration of the Agreement.

(b) Confidential Information does not include information that at the time of disclosure to Recipient is already in the public domain or becomes publicly known through no act of the Recipient; is already known by the Recipient free of any confidentiality obligations; is information that the Disclosing Party has approved in writing for disclosure; or is information that the Recipient can objectively demonstrate was developed independently by the Recipient.

(c) The parties may use Confidential Information solely for the activities contemplated in the Agreement. A party shall not make copies of any Confidential Information without the express written permission of the other party. The Disclosing Party’s disclosure of Confidential Information to the Recipient shall not convey to the Recipient any right to or interest in such Confidential Information and the Disclosing Party shall retain all right and title to such Confidential Information at all times.

(d) Each party shall hold Confidential Information confidential to the maximum extent permitted by law. Each party shall safeguard Confidential Information with at least the same level of care and security, using all reasonable and necessary security measures, devices, and procedures that each party uses to maintain its confidential information.

(e) Upon written request by the Disclosing Party, the Recipient shall return all Confidential Information or certify in writing that it has been destroyed the same.

16. Adherence to Ethics and Procurement Policies. By submitting the Proposal to NYRA and participating in its procurement process, Bidder agrees to adhere to NYRA’s Code of Ethics and Business Conduct and to its Procurement Policy and Procedures, both of which are posted on NYRA’s website at www.nyra.com. NYRA's ethics policies prohibit NYRA employees and their immediate family members from receiving any incentives, gifts, gratuities, or favors from Bidders seeking business or engaged in business transactions with NYRA. In addition, Bidders shall not attempt to influence NYRA employees or members of their immediate families in any way during the bid selection process. By signing this RFP, Bidder expressly acknowledging and agrees that he/she/it has read and understands the above and has neither given nor offered incentives, gifts, gratuities, or favors of any kind to any NYRA employee or members of their immediate family.

Bidder further acknowledges, agrees, and understands that any failure to comply with NYRA's Code of Ethics and Business Conduct and Procurement Policy and Procedures may result in disqualification from NYRA’s bidding and procurement processes.

17. Method of Award: In determining an award, NYRA will consider: the qualifications of the Bidder, the conformity with the specifications of services to be supplied, and the performance terms. The contract award will be based on “Best Value,” the evaluation method for awarding a contract to the Bidder whose Proposal optimizes quality, cost, and efficiency among responsible offers. The determination will be based on a scoring of Technical and Cost Proposals as defined in Part V of this RFP.

18. Estimated Insurance Requirements. The Successful Bidder, if any, will be required under any agreement that may arise therefrom, to procure and maintain an insurance policy or policies from admitted insurers with a rating of A- VII or better at its own expense setting forth itself as named insured for the below coverage lines.: NYRA reserves the right to make changes to any of the following requirements:

Commercial General Liability Insurance with the following limits:

$2,000,000 General Aggregate $2,000,000 Products-Completed Operations Aggregate $1,000,000 Per Occurrence $1,000,000 Personal and Advertising Injury $300,000 Fire Damage Liability $5,000 Medical Liability

Products completed/operations insurance shall be maintained for a minimum period of three (3) years after final payment and Successful Bidder shall continue to provide evidence of such coverage to NYRA on an annual basis during the aforementioned period.

General Liability policy to be written on a per location/project basis.

Automobile Liability Insurance

Owned, non-owned leased, or hired vehicles for each occurrence $1,000,000 Loss of or damage to property $1,000,000

Miscellaneous Professional Liability Insurance covers the applicable scope of services provided in the bid document with a minimum limit of liability of $1,000,000. If coverage is written on a claims-made policy, the Bidder warrants that any applicable retroactive date precedes the effective date of the agreement and that continuous coverage will be maintained, or an extended discovery period exercised for a period of not less than two years from the time work under this agreement is completed.

Workers’ Compensation Coverage according to statutory limits and Employers' Liability with limits no less than $1,000,000 for Each Accident; $1,000,000 Disease – Each Employee;

$1,000,000 Disease – Policy Limit.

Disability Insurance per New York State requirements

Umbrella Liability Policy covering the excess over the limits specified for all employers’ liability, commercial general liability, and business automobile liability required under the agreement with minimum limits of $10,000,000 per occurrence / $10,000,000 aggregate per policy year.

Cyber Liability or equivalent Professional Liability Insurance, including Privacy and Network Security Liability coverage, for claims arising out of or connected with the professional services contemplated in this agreement with minimum limits of $5,000,000 for Each Claim. If written on a claims-made basis, Bidder shall maintain such insurance for three (3) years after termination of the agreement, and Bidder shall continue to provide NYRA with evidence of such insurance on an annual basis during the three (3) year period.

Crime Coverage: Crime insurance covering loss or theft of money and other property, including losses associated with employee dishonesty, with limits not less than $1,000,000 for each loss.

Said policy shall be endorsed to name NYRA as Loss Payee with respect to NYRA's cash

All-Risk Property Insurance covering tools, equipment, and materials (not forming a permanent part of the building) owned, leased, rented, borrowed, or used by Successful Bidder and equipment and materials stored at off-site storage locations. Coverage is to be provided on a replacement cost basis.

All policies, where applicable, will be endorsed to have a waiver of subrogation in favor of NYRA, its directors, officers, employees, servants, contractors, agents, and affiliates collectively, the “NYRA Parties".

Any other insurance coverage appropriate to the Successful Bidder’s business

Any insurance coverage acquired under any agreement that may arise hereunder will be required to designate the “NYRA Parties” its directors, officers, employees, servants, contractors, agents, and affiliates as additional insureds. Additional insured coverage shall be extended to include product-completed operations coverage. No policy shall contain self-insured retention or deductible in excess of $25,000, and any/all deductibles shall be the sole responsibility of the Successful Bidder. The Successful Bidder will be required to acquire insurance that includes the first dollar, non-contributory coverage primary over any insurance or self-insured program maintained by NYRA (i.e., NYRA will not contribute to any losses). Any agreement that may be issued to the Successful Bidder hereunder, if any, will require each subcontractor if any to be approved by NYRA, employed by the Bidder to purchase and maintain insurance of the types specified and to provide copies of certificates evidencing coverage for each subcontractor. The Successful Bidder will be required to furnish NYRA with a certificate evidencing all coverage and further providing not less than thirty (30) days prior written notice to NYRA of any change in or termination of the insurance. The Successful Bidder shall also describe the ways if any that its insurance program fails to comply with the above-referenced requirements. The maintenance of the insurance described in this RFQ shall in no way be interpreted as relieving Bidder of any responsibility or liability under any agreement that may be issued hereunder. Any increase of limits of liability beyond those referred to above or any type of insurance not described above which Bidder requires for its protection or which Bidder is required by law to carry shall be the responsibility of the Bidder.

19. Indemnification. The Successful Bidder shall be fully liable for the actions of its agents, employees, partners, or Subcontractors and shall fully indemnify and save harmless NYRA from suits, actions, damages, and costs of every name and description arising from third parties and relating to personal injury and damage to real or personal tangible property caused by any intentional act or negligence of Successful Bidder, its agents, employees, partners or Subcontractors, without limitation; provided, however, that the Successful Bidder shall not indemnify for that portion of any such claim, loss or damage arising hereunder due to the negligent act or failure to act of NYRA.

20. Indemnification Relating to Third-Party Intellectual Property Rights. The Successful Bidder will indemnify and hold NYRA harmless from and against any and all damages, expenses (including reasonable attorneys' fees), claims, judgments, liabilities, and costs arising from third parties that may be finally assessed against NYRA in any action for infringement of a United States Letter Patent, or of any copyright, trademark, trade secret or other third party proprietary right except to the extent such claims arise from NYRA gross negligence or willful misconduct, provided that NYRA shall give Successful Bidder: (i) prompt written notice of any action, claim or threat of infringement suit, or other suits, (ii) the opportunity to take over, settle or defend such action, claim or suit at Successful Bidder's sole expense, and (iii) assistance in the defense of any such action at the expense of Successful Bidder.

If usage shall be enjoined for any reason or if Successful Bidder believes that it may be enjoined, Successful Bidder shall have the right, at its own expense and sole discretion to take action in the following order of precedence: (i) to procure for NYRA the right to continue using (ii) to modify the service or product so that usage becomes non-infringing, and is of at least equal quality and performance; or (iii) to replace said service or product or part(s) thereof, as applicable, with non-infringing service or product of at least equal quality and performance. If the above remedies are not available, the parties shall terminate the Agreement, in whole or in part as necessary and applicable, provided NYRA is given a refund for any amounts paid for the period during which usage was not feasible.

The foregoing provisions as to protection from third-party intellectual property rights shall not apply to any infringement occasioned by modification by NYRA of any product without Successful Bidder’s approval.

In the event that an action at law or in equity is commenced against NYRA arising out of a claim that NYRA's use of the service or product under the Agreement infringes any patent, copyright, or proprietary right, and Successful Bidder is of the opinion that the allegations in such action in whole or in part are not covered by the indemnification and defense provisions set forth in the Agreement, Successful Bidder shall immediately notify NYRA and in writing and shall specify to what extent Successful Bidder believes it is obligated to defend and indemnify under the terms and conditions of the Agreement. Successful Bidder shall in such event protect the interests of NYRA and secure a continuance to permit NYRA to appear and defend its interests in cooperation with Successful Bidder, as is appropriate, including any jurisdictional defenses NYRA may have. This constitutes NYRA’s sole and exclusive remedy for patent infringement or infringement of any other third-party intellectual property proprietary right.

21. Waiver and Release. The final agreement, if any, awarded to the Successful Bidder hereunder will require the Successful Bidder to represent, warrant, and covenant to forever release, waive, and discharge NYRA, its directors, officers, employees, contractors, agents, and servants from and…