CDTA FAC 235-2000 Technical Training Center Renovation

CAPITAL DISTRICT TRANSPORTATION AUTHORITY

(CDTA)

Invitation for Bids (IFB)

BID TITLE: Technical Training Center Renovation

BID NUMBER: CDTA FAC 235-2000

BID OPENING: September 30, 2026 2:00PM

CONTRACT DURATION: Completion by March 2027

The bid must be fully and properly executed by an authorized person. By signing you certify your express authority to sign on behalf of yourself, your company, or other entity and full knowledge and acceptance of this Invitation for Bids, Appendix A (Standard Clauses For New York State Contracts), Appendix B (CDTA General Specifications), Draft Agreement and Executive Order 127, and that all information provided is complete, true and accurate. Bidders are requested to retain Appendix A and Appendix B for future reference. Information on Executive Order 127 may be accessed at:

http://www.ogs.state.ny.us/legal/ExeOrder127/overview.asp http://www.ogs.state.ny.us/legal/ExeOrder127/overview.asp

NOTICE TO BIDDERS

GENERAL INFORMATION

ADDITIONAL TERMS

SCHEDULE A-SCOPE OF WORK

MINORITY AND WOMAN BUSINESS ENTERPRISE PROGRAM

SCHEDULE B-PRICING

BID SUBMITTAL CHECKLIST

Agreement

REQUIRED FORMS

APPENDIX A

Appendix B – Federal Transit Administration Contract Clauses

NOTICE TO BIDDERS

PLEASE TAKE NOTICE that bids for CDTA FAC 235-2000 Technical Training Center Renovations are due no later than 2:00PM EST on September 30, 2026. Bids should be addressed to Stacy Sansky, Director of Procurement Capital District Transportation Authority, 110 Watervliet Avenue, Albany, New York 12206. Each bid must be prepared and submitted electronically in accordance with the submittal instructions.

There will be a site walk-thru on September 14, 2026 at 9:30AM. All interested parties are strongly encouraged to attend this important walk-thru. Please meet in the lobby of 110 Watervliet Ave Albany, NY 12206

Questions regarding this Invitation for Bids are to be submitted IN WRITING to Stacy Sansky, Director of Procurement (sdsansky@cdta.org) NO LATER than 11:00 AM EST on September 17, 2026.

It is the intention of CDTA to award a contract based upon bids it receives, but CDTA reserves the right to reject any and all bids.

The Authority hereby notifies all potential service providers that disadvantaged, minority and women-owned business enterprises will be afforded full opportunity to submit proposals in response to this notice and there will be no discrimination on the basis of race, creed, color, sex, national origin, disability or marital status in the award of the contract or any subcontract.

The complete Invitation for Bids may be obtained free of charge at our website www.cdta.org on or after September 8, 2026. Only vendors who complete the online vendor registration form will be able to access the IFB.

Dated: September 8, 2026 http://www.cdta.org/

GENERAL INFORMATION

Important Notice to Potential Bidders:

Receipt of these bid documents does not indicate that the Capital District Transportation Authority, individually or through one of its operating subsidiaries (referred to herein as “CDTA”) has pre-determined your company’s qualifications to receive a contract award. Such determination will be made after the bid opening and will be based on our evaluation of your bid submission compared to the specific requirements and qualifications contained in these bid documents.

Notice to Bidders: The CDTA will receive bids pursuant to the provisions of Article XI of the Sate Finance Law or the provisions of Public Authorities Law and CDTA Procurement Guidelines. The following procedures shall be used for bid submittals:

Bid Preparation: Prepare your bid on this form using ink. All spaces must be completed on the bid form.

Bid Deviations: Deviations are not allowed. The specifications will list out the salient required characteristics of the product required. Those characteristics must be met.

Bid Delivery: Bidder assumes all risk for timely and properly submitted bid delivery.

Late bids will be rejected. CDTA is not able to accept bids that are delivered after the due date/time due to mail courier error. All bids received after the due date/time will be returned to the bidder.

Bid Envelope: Bids will be submitted electronically on secure SharePoint site.

If bids are not properly addressed they may not reach the Procurement Department by the bid due date/time.

Hand Delivery of Bids: Bids may be hand delivered if you are unable to upload your bid electronically (the preferred submittal method). CDTA has security procedures in place that may require bidder to show identification and sign in. It is recommended that bidders hand deliver bids on a date/time prior to the due date to ensure acceptance of documents.

Bid Opening: All bid openings are public.

Bids will be read aloud at the bid opening, but no contracts will be awarded until bidder responsibility is determined. A Microsoft Teams link will be provided to participate in the bid opening.

Method of Award: Award shall be made to the lowest responsive and responsible bidder unless otherwise indicated in the detailed specifications (Schedule A). CDTA will make every effort to notify the bidders of bid results and outcomes as soon as is practical, but in most cases within seven (7) days of bid opening. Where product is required as soon as possible guaranteed delivery may be considered when making award.

Contract and Insurance Requirements:

Upon award, the successful bidder shall be required to execute any written contract of which the terms and conditions are set forth herein. Any significant exception to the required contract and insurance provisions must be submitted during the technical question period. CDTA will review the exceptions and suggested alterations and will determine if they will be acceptable.

CDTA will then notify all bidders via addendum of the accepted changes. Any significant exception to the required provisions that was not submitted during the technical question period will result in a determination that a bid is non-responsive.

Bidders that refuse to execute and return the contract for this reason will forfeit bid deposits/bonds if one was required, additionally bidder may be barred from bidding on future CDTA contracts.

CDTA encourages all bidders to review contract and insurance requirements with their legal counsel and insurance provider prior to due date for technical questions to ensure bidder is compliant with terms and conditions.

Questions and Clarifications: Any questions, requests for clarification or suggested changes to contract terms and conditions and insurance requirements regarding this procurement must be submitted in writing to the Director of Procurement no later than September 17, 2026 at 11:00AM EST. Requests may be sent via email, (sdsansky@cdta.org,).

Responses will be furnished in the form of an addendum directed to all prospective bidders that have requested the IFB.

Dispute Resolution Policy: It is the policy of CDTA to provide vendors with an opportunity to administratively resolve disputes, complaints or inquiries related to CDTA bid solicitations or contract awards.

CDTA encourages vendors to seek resolution of disputes through consultation with CDTA staff. If a bidder wishes to file a formal protest of award they are afforded that opportunity as well. Formal protests must be mailed to CDTA’s Chief Executive Officer (CEO) within seven (7) days of notification of contract award. The CEO will review the protest and the procurement documents and make a final determination in the matter. By submitting bids, bidders agree that any disputes will be resolved in this manner.

Appendix A: All procurements and contracts at CDTA are governed by certain terms and conditions that are spelled out in Appendix A-Standard Clauses for New York State Contracts, revised 2023. These are standard requirements that apply in all contracts with the State of New York and its public entities. The required provisions in Appendix A, attached hereto, are expressly made part of this Bid Document. Please retain Appendix A for future reference.

Appendix B: All procurements and contracts at CDTA are governed by certain terms and conditions that are spelled out in Appendix B-Required Clauses as dictated by the Federal Transit Administration, revised 2026. These are standard requirements that apply in all contracts where federal funds are used. The required provisions in Appendix B, attached hereto, are expressly made part of this Bid Document. Please retain Appendix B for future Reference.

Conflicts of Terms and Conditions:

Conflicts between documents shall be resolved in the following order of precedence:

1. Contract Form (Draft Attached)

2. Appendix A

3. This Invitation for Bids

4. Appendix B

5. Bidders Bid

ADDITIONAL TERMS

Contents of Bid: Bids should be submitted using the bid form attached in Schedule B.

Any bid alternates or options should be priced as indicated on the bid form. Awards will be based upon the base bid, or the combined cost of the base bid and selected mailto:sdsansky@cdta.org alternates and any delivery guarantees that may be applicable. Award for optional items may be subject to CDTA’s election.

No Guarantee of Award: The CDTA reserves the right to reject an obviously unbalanced bid or to make “NO AWARD” on individual listings or sub-items if individual bid prices are deemed to be unbalanced or excessive or if an error in the solicitation becomes evident. In such case, ranking and evaluation of bids may be made on remaining items. Award would be made on the remaining items. The determination of an unbalanced bid shall be at the sole discretion of the CDTA. Options contained in this paragraph shall also be at CDTA’s sole discretion.

Incomplete Bids: Bidder will quote on all listings within each item. Bids with minor incompletions will be given consideration subject to subsequent and final determination by the CDTA as to acceptability. A bid which is 5% or less incomplete, will be considered as having “minor” incompletions.

Delivery: Not applicable

Freedom of Information Law: All bid results are made public. However, the Freedom of Information Law provides exemptions from disclosure of trade secrets or information that would cause injury to the competitive position of commercial enterprises. This exemption would be effective both during and after the evaluation of bids is complete. Should you feel that your bid contains trade secrets or other confidential or proprietary information you must submit a request to except such information from disclosure. Such a request must be in writing, must state the reasons why the information should be excepted from disclosure and must be provided at the time of submission of the subject information. Requests for exemption of the entire contents of a bid from disclosure have generally be found to lack merit and are discouraged. You must limit any requests for exemption of disclosure to bona fide trade secrets or specific information, the disclosure of which would cause a substantial injury to the competitive position of your firm.

Responsibility of Bidders: Bids will be accepted from established manufacturers, authorized dealers, and firms holding appropriate licenses/certifications to perform the required work. By submitting a bid firms guarantee they can fulfill the requirements of their obligations under any resultant contract with the CDTA, and that it will provide any certifications of such.

CDTA reserves the right to investigate or make any inquiry into the capabilities of any bidder to properly perform under any resultant contract.

Bidders must maintain adequate inventories of products offered, and have the ability to process large orders to various destinations.

Bidder must be financially stable and able to substantiate the financial statements of its company. CDTA may request documents that show bidders ability to service a contract of similar size through past sales history. CDTA reserves the right to request additional documentation from bidders and to request reports on financial stability from independent financial rating services. The CDTA reserves the right to reject any bid who is not able to demonstrate financial stability sufficient for the scope of the bid, or who refuses to provide the requested evidence of financial stability within five (5) days of its request.

References: All bidders must provide a minimum of five (5) references including references from two of the bidder’s largest applicable customers. Reference information will be listed on the Reference Form contained herein as part of the Required Forms.

CDTA staff/projects may not be included as a reference.

Visits to Site: There is a site walk-thru scheduled for September 14, 2026 at 9:30AM. All interested parties are strongly encouraged to attend this walk-thru. Please meet in the reception area for CDTA at 110 Watervliet Ave Albany, NY 12206.

Price Sheets: Not applicable.

Instruction Manuals: Not applicable.

Contract Period: It is the intention of the CDTA to enter into a contract for work completion by March, 2027 commencing on upon contract execution as stated on the Invitation for Bids except that the commencement and termination dates appearing on the Invitation for Bids may be adjusted forward unilaterally by the CDTA for any resulting contract for up to two calendar months, by indicating such change to the contractor.

If mutually agreed between the CDTA and the contractor, the contract may be renewed under the same terms and conditions for additional period(s) not to exceed a total contract term of five (5) years.

In the event the replacement contract has not been issued, any contract let and awarded hereunder by the CDTA, may be extended unilaterally by the CDTA for an additional period of up to one month upon notice to the contractor with the same terms and conditions as the original contract including, but not limited to, quantities (prorated for such one month extension), prices and delivery requirements. With the concurrence of the contractor, the extension may be for a period of up to three months in lieu of one month. However, the extension terminates should the replacement contract be issued in the interim.

Protest Procedures:

Pre-Bid Opening Protests. If an Offeror can demonstrate that the Contract Documents issued by CDTA are unduly exclusionary and restrictive or that federal, state or local laws or regulations have been violated during the course of the procurement, then the Offeror may seek a review by the Chief Executive Officer or his appointed representative, at 110 Watervliet Avenue, Albany, NY 12206. Protests shall be clearly identified as Protests and submitted in writing as early as possible; but no later than five business days before bid opening.

Within four business days after receipt of a pre-bid protest, the Chief Executive Officer shall make one of the determinations listed in the paragraph entitled Rulings on Protests.

Post-Bid Opening Protests. A protest to the acceptance or rejection of any or of all offers or bids to a contract, or to the award thereof, or to any such action proposed or intended by CDTA must be received in writing by the Chief Executive Officer no later than five business days after the protesting party first learned, or reasonably out to have learned, of the action or the proposed or intended action to which he/she protests.

In the event the protester alleges that the Chief Executive Officer or the representative appointed by the Chief Executive Officer to serve as Decision- Maker for the particular protest, engaged in improper conduct during the subject procurement, the General Counsel shall serve as the Decision-Maker.

Rulings on Protests. Within ten business days, the Chief Executive Officer shall render one of the following determinations:

A. Protest is overruled.

B. Protest is substantiated. Chief Executive Officer shall issue instructions to remedy issues relating to the protest.

C. Procurement activity is suspended until written notification by the Chief Executive Officer.

The determination shall be in writing and shall provide at a minimum a general response to each material issue raised in the protest. All documents submitted by the Protester and/or CDTA staff and reviewed by the Decision-Maker in the reaching of a determination shall form and be retained by CDTA as the formal record of the dispute resolution process.

The issuance of the foregoing determination is CDTA’s final determination is CDTA’s final decision of the dispute.

All interested parties shall be notified of any protests that are filed.

CDTA shall refrain from awarding a contract within five business days of the date of a decision rendered by the Chief Executive Officer regarding a protest, unless CDTA determines that:

a. The items to be procured are urgently required.

b. Delivery or performance will be unduly delayed by failure to make a prompt award.

c. Failure to make a prompt award will otherwise cause undue harm to CDTA or the federal government.

Notification. CDTA will notify FTA when a protest is received for procurements that are federally funded. If CDTA denies a bid protest we are required to inform FTA.

Performance Security:

CDTA requires that all construction contracts valued at over $100,000 being considered for award that the contractor shall, at its own cost and expense, obtain and maintain in full force and effect for sixty days after contract expiration:

• A bid bond in the amount of 5% of the total bid

• A performance bond in the amount of 100% of the total bid

• A payment bond based on the total bid:

o 50% of the total bid if the price is less than 1 million.

o 40% of the total bid if the price is between 1-5 million.

o $2.5 million if the total bid price is greater than 5 million.

The bonds shall name as beneficiary the CDTA and may be invoked to the benefit of the CDTA, upon delivery of a certified statement to the issuing bank or Surety Company that the contractor has failed to perform pursuant to the terms and conditions of its contract with the CDTA.

With its bid submission, in addition to the bid bond, the bidder shall include a letter from its bank or surety company stating that the letter of credit or bond will be provided if being considered for a contract or in the event of a contract. The Letter of Credit or Bond shall be provided on a yearly basis for each year, or portion of the contract.

If CDTA requires other types of contracts to obtain any bonds it will be listed in Schedule A of the Invitation for Bids.

Small Business Utilization: CDTA encourages participation of small business entities both as prime and subcontractors, as well as material suppliers.

Disadvantaged Business Enterprise (DBE) and Minority/Women-Owned Business Enterprise (MWBE): CDTA has a strong commitment to using DBE and/or MWBE vendors on all our projects.

Vendors may prime contractors, subcontractors, trucking firms, inspectors, manufactures and other applicable trades.

More detailed information regarding DBE and MWBE programs is available in Schedule B.

Federal Clauses to be included in subcontracts for federally-funded procurements.

SCHEDULE A-SCOPE OF WORK

BASE BID:

1. Perform selected demolitions as indicated on plans.

2. Construct workspaces as indicated on plans. This work includes New Wall Construction, Structural

Steel, Roofing, HVAC, Plumbing, Electrical, Lighting, Fire Protection, Ceilings, Doors, Glazing, Floor and Wall finishes.

General Notes

1. The Capital District Transportation Authority is tax exempt.

2. All workers must be paid the New York State Prevailing Wage Rate for Albany County.

3. Contractor to provide all necessary equipment including dumpster, loading equipment, generators, etc.

4. Contractor’s certificate of insurance must be received by the CDTA prior to commencing any work.

Site Visit There will be a site walk-thru on September 14, 2026 at 9:30AM EST. Please meet in the lobby at 110 Watervliet Ave Albany, NY 12206. Please arrive 10 minutes early to sign in. While not required the site visit is strongly recommended.

Questions All questions will be submitted in writing to Stacy Sansky, Director of Procurement in writing (sdsansky@cdta.org) by September 17, 2026 at 11:00AM EST. Questions received after this deadline will not be considered.

Additional Documents to Download at www.cdta.org

• Construction Drawings

• Prevailing Wages

Bid Opening Bids will be opened and read aloud over MS Teams. All are welcome to participate.

Microsoft Teams meeting Join: : +1 347-506-4221,,40594226# Phone conference ID: 405 942 26# mailto:sdsansky@cdta.org http://www.cdta.org/ tel:+13475064221,,40594226

MINORITY AND WOMAN BUSINESS ENTERPRISE PROGRAM

SERVICE-DISABLED VETERAN OWEND BUSINESS ENTERPRISE PROGRAM

All prime contractors are encouraged to utilize vendors certified as Minority and/or Women Owned Businesses (MWBE) and/or Service-Disabled Veteran Owned Business (SDVOB) with the State of New York. (See below for links to registries to search for MWBE and SDVOB businesses.)

Vendors may be certified through the New York State Empire State Development program as M/WBE’s. The SDVOB program is also thru New York State.

CDTA has strong commitment to utilizing M/WBE and SDVOB vendors on all of our projects. Vendors may be used as prime contractors, specialty trade contractors, trucking/hauling, inspection, commodity purchase and other areas that have M/WBE’s & SDVOB’s available.

The prime contractor awarded a contract for this work will be required to indicate what level of participation they intend to utilize on this project and will be required to provide a monthly cost summary of money paid to all M/WBE’s and SDVOB’s in association with this project.

Please utilize the below listed directories to locate certified M/WBE’s and SDVOB’s Firms that are not found in one directories will not count toward participation for this project.

New York State Program: http://www.esd.ny.gov/MWBE/directorySearch.html

SDVOB Program: https://online.ogs.ny.gov/SDVOB/search

Note: The FTA Disadvantaged Business Enterprise (DBE) program is currently undergoing revisions. You may find more information about the status of that program at: http://www.nysucp.net/, or https://www.transit.dot.gov/dbe.

http://www.esd.ny.gov/MWBE/directorySearch.html https://online.ogs.ny.gov/SDVOB/search http://www.nysucp.net/ https://www.transit.dot.gov/dbe

SCHEDULE B-PRICING

Bid Number: CDTA FAC 235-2000 General Description: Technical Training Center Renovations Date of Issue: September 8, 2026 Bid Opening: September 30, 2026 2:00PM EST

TO: Capital District Transportation Authority (or any of its subsidiaries) with its principal offices at 110 Watervliet Avenue, Albany, NY 12206-2077.

SUBMITTED BY:______________________________________________________________

CDTA agrees to pay the Contractor in current funds for this project as provided in Schedule B and to make payment upon satisfactory completion of all Contract terms in these documents.

CDTA agrees to pay the Contractor in current funds for this project as provided in Schedule B and to make payment upon satisfactory completion of all Contract terms in these documents.

Progress payments using invoices will be accepted.

All employees are to be paid in accordance with Davis Bacon Act and New York State Prevailing Wage schedules when applicable. Wage Rate Schedules are attached with this original bid package for applicable contracts (mainly construction, janitorial, landscaping and moving contracts).

1. The undersigned hereby declares that it has carefully examined all bid and contract documents and has satisfied itself as to all the quantities and conditions, and understands that in signing this bid it waives the right to plead any misunderstanding regarding same. Failure of bidder to acquaint him/herself with all available information concerning the conditions of the site, will not relive him/her from responsibility for properly estimating the difficulty or cost of successfully performing the work.

2. The undersigned understands and agrees that it is to do, perform and complete all the work in accordance with the contract documents and to accept in full compensation therefore the amount of the total bid, modified by such additive or deductive change orders, if any, as are accepted by the CDTA.

3. The undersigned further agrees to accept the unit prices set forth below as full payment for or the amount of credit to the CDTA for any additions, deletions, modifications or changes to the portion or portions of work covered by said unit prices.

4. Bidder is ( ) is not ( ) included in the US Comptroller General’s Consolidated List of Persons or Firms currently debarred for violation of various public contracts incorporating labor standards provisions (if any); and

5. The work proposed here in shall be completed per contract document requirements.

6. The undersigned understands that the total bid and any unit prices include all costs including, but not limited to, labor, materials, profit, overhead, insurance and applicable taxes, all in accordance with the drawings, specifications and other contract documents for the following stipulated amount.

7. Bidder acknowledges that any conditions, clarifications, modifications or exceptions to the recitations above or to any information or documents requested herein will render the bidder unresponsive.

8. Knowledge of local conditions and contract documents: The undersigned has examined the location of the proposed work, drawings specifications and other contract documents and is familiar with local conditions at the place where the work is to be performed. Before ordering any material or performing any work, the contractor shall verify all measurements and shall be responsible for the correctness and coordination of same. No extra compensation will be allowed on differences between actual dimensions and the measurements indicated on the shop drawings or in the contract documents.

9. Bid Period: The undersigned agrees to hold bid open for a forty-five (45) day period following the scheduled time of the opening of bids.

10. Execution of Agreement: Within ten (10) days after being awarded the contract, the undersigned agrees to execute the Form of Agreement.

11. Owner’s Rights Reserved: The undersigned understands that the Owner reserves the right to reject any and all bids or to waive any formality or technicality in any bid.

12. Qualifications: The Owner reserves the right to request a statement of the firm’s qualifications and the specific resume of the personnel attached to this work.

13. Bid Sheet Form: The vendor shall complete the bid sheet using black or blue ink. All spaces must be completed in both words and numbers as indicated.

14. Vendor acknowledges that any conditions, clarifications, modifications or exceptions to the recitations above or to any information or documents requested herein may render the bid unresponsive.

15. Bidder acknowledges receipt of the following addenda:

Addenda Number________ Dated

Addenda Number________ Dated

Addenda Number________ Dated This bid is hereby respectfully submitted by:

Dated____________ _______________________________ (Authorized Signature)

(Print Name)

(Title)

Company Name:________________________________________________

Address:______________________________________________________

City/State/Zip Code:_____________________________________________

Federal Tax ID Number:__________________________________________

Phone Number:_________________________________________________

Fax Number:___________________________________________________

Email Address__________________________________________________

Website:_______________________________________________________

Base Bid:

Lump Sum Base Bid: $ (numerical value)

Lump Sum Base Bid: $ (in words)

BID SUBMITTAL CHECKLIST

Include a completed copy of this checklist with your bid.

Check off when completed/included

Description

Complete contact information

References from five (5) similar engagements-CDTA current or previous engagements may be used.

Completed Bid Form

Completion of all Required Forms

Inclusion of bonding as appropriate

Confirmed that company is registered with the System for Award Management (SAM.gov). All vendors doing business with CDTA MUST register at www.sam.gov) For more information visit :

https://www.fsd.gov/gsafsd_sp?id=kb_category&kb_category=2ad0cf c81b4f64108aa3a8eae54bcbf5

Bid has been uploaded to secure SharePoint site:

https://cdtagov.sharepoint.com/:f:/s/ProcurementBids/IgB3UfeChBgZ Q7B0az1neBzbAe_RJVwEyb1NrWOUfVItt4s

*Note: The agreement is included for review only.

You are not required to sign and return this agreement with your proposal http://www.sam.gov/

PAYMENTS TO SUBCONTRACTORS FORM -CDTA

Project Name:____________________________________

Prime Contractor:_________________________________ Federal ID No:__________________________________

Address:_________________________________________ City/State Zip:___________________________________

Telephone:______________________________________ Fax:___________________________________________

Project Cost:____________________________________ Project Completion Date___________________________

Reporting Period:_________________Month ______________Year Date Prime Contractor Paid for Reporting Period:__________________

M/W/BE or SDVOB Firm Participating on

Project

Federal ID No. M/W/Dual Or SDVOB

Payments Made this Month

Payment Date Payments Made to Date

Information provided by: (Print Name & Sign)_____________________________________________________ Date:_______________________

Form must be completed on a monthly basis for the entire project-even if no payments are made that month.

Send completed forms to Stacy Sansky, CDTA DBE Officer: email: sdsansky@cdta.org mailto:stacyss@cdta.org

Agreement THIS AGREEMENT, is made this day of ________20 , by and between the Capital District Transportation Authority or its subsidiary corporation, whose principal office and place of business is at 110 Watervliet Avenue, Albany, New York 12206 (hereinafter referred to as “Owner”, “CDTA” or “Authority”) and , whose principal office and place of business is at __________ (hereinafter "Contractor"):

WHEREAS, the Contractor is willing to contract to provide certain goods and services to CDTA upon the terms and conditions hereinafter set forth; and

WHEREAS, the Contractor has an ongoing business relationship to provide goods and/or services to CDTA that will be governed by the provisions of this Agreement, that is required by CDTA as a prerequisite to work being performed by its Contractors;

NOW, WITNESSETH: That CDTA and Contractor, for good and valuable consideration, agree as follows:

ARTICLE 1. GENERAL DESCRIPTION OF

SERVICES TO BE PERFORMED:

CDTA agrees to and hereby does retain and employ the Contractor and the Contractor agrees to provide such contract labor and/or materials as set forth in the Proposal or Scope of Services attached hereto and made a part of this Agreement as Schedule A for the purpose of renovations at 110 Watervliet Ave Albany, NY 12206 accordance with the terms of this agreement and the schedules and appendices annexed hereto and made a part hereof, to assist CDTA in carrying out its purposes as set forth in Chapters 460 and 461 of the Laws of 1970, as amended, and Contractor agrees to be duly licensed (if necessary) at all times during the performance of this agreement.

ARTICLE 2. PROVISIONS FOR PAYMENT:

CDTA shall pay to the Contractor and Contractor agrees to accept as full compensation for labor and/or materials under this agreement. Notwithstanding any contrary language in the proposal, all payments shall be made in accordance with CDTA’s prompt payment policy, adopted in compliance with Public Authorities Law section 2880. CDTA’s prompt payment policy generally requires execution of a Purchase Order and provides that payments will be made within thirty (30) days of receipt of a “proper invoice” or claim voucher. A copy of the full policy is available upon request.

ARTICLE 3. CONTRACTOR'S LIABILITY AND

INDEMNIFICATION:

The Contractor shall, to the fullest extent permitted by law:

3.1 protect, release, indemnify, defend, and save the CDTA and its subsidiaries, officers, employees, agents, consultants and Construction Manager harmless from and against any and all liabilities, damages, claims, demands, liens, encumbrances, judgments, awards, losses, costs, expenses, and suits or actions or proceedings, including reasonable expenses, costs and attorneys’ fees incurred by the CDTA and its officers, employees, agents, Consultants and Construction Manager relating in any manner whatsoever to the Contractor’s work or materials being provided under this Contract; and

3.2 Without regard to negligence, fault or strict liability

on the part of any person, the Contractor covenants and agrees to defend, indemnify and hold harmless the CDTA, its subsidiaries agents and employees and each of them (the “Indemnitees”), against any and all claims, damages, losses, obligations, penalties, liabilities, costs and expenses, including attorney’s fees which may be imposed upon or incurred by or asserted against the Indemnitees, arising from:

(a) Any Work and any other activities of Contractor, its agents, Contractors, employees or invitees in, on, within or about the location of work undertaken pursuant to this Agreement

(b) Injuries, including death, to persons, or damage to property, occurring or alleged to have occurred by reason of, or in connection with, or arising out of any right, duty or obligation created by this agreement or the subsequent work done thereunder, and also against any and all claims for damages, and all liability, loss and expense arising from injuries, including death, to persons, or damage to property, resulting from the presence in or upon any vehicle or other premises of the Contractor, of any article or articles brought or carried by the Contractor, its servants, agents, or employees, or the servants, agents, or employees of any person, firm, or corporation with whom or with which the Contractor may contract, all in connection with the exercise of its rights or performance of its obligation hereunder; and

3.3 Notwithstanding the foregoing, CDTA shall be

liable to Contractor for the actual cost of repair and/or replacement of Contractor’s facilities and equipment caused as a result of CDTA’s gross negligence or willful misconduct.

3.4 It is the intent to the provisions of this article that

the Contractor shall defend, indemnify and save harmless the Indemnitees and each of them against any and all such claims and liabilities arising out of or in any manner connected with the performance of work under this agreement, irrespective of whose negligence may have caused the occurrence upon which the claim or liability is based, and whether or not the same may be due to the negligence of the Contractor, or of any person, firm, or corporation with whom or with which the Contractor may contract in connection with the performance of this Agreement, or the negligence of any Indemnitee, or any of their respective agents, servants, or employees except as to occurrences which are solely due to the negligence of an Indemnitee. The term “liability, loss and expense”, as used in this article, shall include and cover, but not limited to any and all liability for the payment of compensation under the Workers’ Compensation Law of the State of New York.

3.5 Neither Final Acceptance of the Work, Termination

or making any payment shall release the Contractor from the Contractor's obligations under this Article. The enumeration elsewhere in the Contract of particular risks assumed by the Contractor or of particular claims for which the Contractor is responsible shall not be deemed to limit the effect of the provisions of this Article or to imply that the Contractor assumes or is responsible for only risks or claims of the type enumerated; and neither the enumeration in this Article nor the enumeration elsewhere in the Contract of particular risks assumed by the Contractor of particular claims for which the Contractor is responsible shall be deemed to limit the risks which the Contractor would assume or the claims for which the Contractor would be responsible in the absence of said enumerations.

3.6 Contractor's obligations under this Article shall not

be deemed waived, limited or discharged by the enumeration or procurement of any insurance for liability for damages. The Contractor shall notify its insurance carrier within twenty four (24) hours after receiving a notice of loss or damage or claim from the CDTA. The Contractor shall make a claim on its insurer specifically under the provisions of the Contractual liability coverages and any other coverages afforded the CDTA including those of being an additional insured where applicable.

3.7 One half of one percent of the Contractor’s fee is

paid by the CDTA to the Contractor pursuant to this Agreement as separate consideration for the indemnification of the CDTA to the Contractor under this Section.

ARTICLE 4. RISK OF LOSS:

To the extent permitted by law, the Contractor assumes all risk of loss or damage to the equipment and property of every nature and description, brought, placed or kept by the Contractor at or upon CDTA’s premises whether such loss or damage be due to (1) the acts, omissions or negligence of the Contractor or its employees or agents;

(2) fire, burglary, theft, vandalism or riot; or (3) any other cause whatsoever. Neither CDTA, nor its successors or assigns shall be liable to the Contractor, its agents or employees for any injury to the person or property of any of its agents or employees while on the premises of CDTA in connection with any work performed by the Contractor under this Agreement. In no event shall CDTA be liable to the Contractor, Contractor’s employees or any other person on account of damage to or loss of any such property, and the Contractor agrees that this clause constitutes a waiver of subrogation; provided, however, CDTA shall be liable to Contractor for the actual cost of repair and/or replacement of Contractor’s materials and equipment caused as a result of Licensor’s gross negligence or willful misconduct. CDTA shall not be liable in damages, including, without limitation, consequential damages, or otherwise to the Contractor, its agents or representatives or to any person claiming rights derivative from the Contractor (whether or not in privity to the Contractor) for any interruption or stoppage or transmission or other service over the facilities installed by the Contractor hereunder by any reason or cause whatsoever.

ARTICLE 5. EXTRA WORK:

(a) If the Contractor is of the opinion that any work Contractor has been directed to perform is beyond the scope of this agreement and constitutes extra work and/or that Contractor is entitled to additional compensation for any reason whatsoever, Contractor must notify, in writing, CDTA of that opinion. Such notice must be given prior to performing such work, which allegedly entitles Contractor to additional compensation, and no later than seven days from when the Contractor knew or should have known of its claim for additional compensation. This notice is in addition to the notice required under section 4.4 of the General Conditions. In the event that such written notice is not timely given by the Contractor, the Contractor shall not be entitled to any additional compensation for such work. In the event that such written notice is timely given by the Contractor, CDTA’s Chief Executive Officer shall determine whether the Contractor is entitled to additional compensation and such determination shall be final.

(b) In the event that CDTA determines that Contractor is entitled to additional compensation, it shall issue a supplemental agreement providing for such compensation on a fair and equitable basis. In order for it to be enforceable, such supplemental agreement must be executed by the Contractor and CDTA. In the event of a dispute as to what constitutes “fair and equitable” compensation, the determination of the Chief Executive Officer shall be final.

(c) In the event the contractor and Authority are unable to resolve their differences concerning a determination by the Chief Executive Officer, the contractor may initiate a dispute in accordance with the procedure set forth in this Article. Exhaustion of these procedures shall be a precondition to any lawsuit permitted hereunder. The parties to this contract authorize the Chief Executive Officer, or his designee, to decide all questions of any nature whatsoever arising out of, under, or in connection with, or in any way related to or on account of this Contract and his decision shall conclusive, final and binding on the parties.

(d) If the Contractor protests the determination of the Chief Executive Officer, the Contractor may commence a lawsuit in a Court of competent jurisdiction of the State of New York under Article 78 of the New York Civil Practice Law and Rules or a United States Court in New York, under the procedures and laws applicable in that court, it being understood the review of the Court shall be limited to the question of whether or not the Chief Executive Officer’s determination is arbitrary, capricious, or grossly erroneous to evidence bad faith.

This paragraph identifies the litigation referenced in this Contract, the General Conditions and/or the Supplemental Conditions.

ARTICLE 6. PUNCTUALITY:

It is intended that the parties will exert their best efforts so that this agreement will be completed by the Contractor in a punctual manner. Where there is any specific completion date, it shall be set forth in the accepted proposal referencing this agreement. Absent a force majeure, the parties pledge to exert every reasonable effort to complete the work by any specified completion date, or in the absence of such a date, in a punctual manner.

ARTICLE 7. INSURANCE REQUIREMENTS:

Insurance requirements set forth below do not in any way limit the amount or scope of liability of Contractor under this Agreement. The amounts listed indicate only the minimum amounts of insurance coverage the CDTA is willing to accept to help insure full performance of all terms and conditions of this Agreement. Primary limits of insurance as specified, will be satisfactorily met by any combination of applicable primary and excess coverage. All insurance required by Contractor under this Agreement list CDTA and its subsidiaries as additional insured and shall meet the following minimum requirements:

7.1 Certificates; Notice of Cancellation

On or before the effective date and thereafter during the Agreement term, Contractor shall provide the CDTA with current certificates of insurance, executed by a duly authorized representative of each insurer, as evidence of all insurance policies required under this Section. No insurance policy may be canceled, materially revised, or non-renewed without at least thirty (30) days prior written notice being given to the CDTA. Insurance must be maintained without any lapse in coverage during the Agreement term. Insurance allowed to lapse without CDTA consent shall be deemed an immediate event of default under this Agreement. The CDTA shall also be given certified copies of Contractor’s policies of insurance, upon request. Failure of the CDTA to demand such certificates or other evidence of full compliance with these insurance requirements, or failure of the CDTA to identify a deficiency from evidence that is provided, shall not be construed as a waiver of Contractor’s obligation to maintain the insurance required by this Agreement.

7.1.1 Additional Insured; Separation of Insureds

The policies specified below, except for Workers’ Compensation, shall be endorsed to include, as Named Insureds, Capital District Transportation Authority;

Capital District Transit System, Capital District Transportation District, Inc., Capital District Transit System, Number One, Capital District Transportation District Inc.; Capital District Transit System, Number Two, Capital District Transportation District, Inc., Access Transit Services, Inc., CDTA Facilities, Inc. and their members, officers, agents, servants, and employees;

and other substituted or additional agents CDTA may hire, as Additional Insureds, and all policies shall include a provision restricting the right of the insured to not renew, cancel, or change such coverage, except upon thirty (30) days’ prior written notice to CDTA.

Certificates evidencing the coverage of the Additional Insureds shall be delivered to CDTA prior to performing any services under this Agreement.

7.1.2 Primary Coverage

The required policies shall provide that the coverage is primary, and will not seek any contribution from any insurance or self-insurance carried by the CDTA.

7.1.3 Company Ratings

All policies of insurance must be written by companies having an A.M. Best rating of “A-“ or better, or equivalent. The CDTA may, upon thirty (30) days written notice to Contractor, require Contractor to change any carrier whose rating drops below an “A-“ rating.

7.2 Required Insurance

At all times during this Agreement, Contractor shall provide and maintain the following types of coverage:

7.2.1 Workers Compensation Insurance

(applicable on all projects)

Contractor shall maintain in force workers compensation insurance for all of Contractor’s employees in accordance with all requirements of New York State law. Contractor shall also maintain employers liability coverage in an amount not less than five hundred thousand dollars ($500,000) per accident and five hundred thousand dollars ($500,000) per employee for disease.

7.2.2 General Liability Insurance (applicable on

all projects)

Contractor shall maintain an occurrence form commercial general liability policy or policies insuring against liability arising from premises (including loss of use thereof), operations, independent Contractors, products-completed operations, personal injury and advertising injury, and liability insured under an insured contract (including the tort liability of another assumed in a business contract) occurring on or in any way related to the premises or occasioned by reason of the operations of Contractor. Such coverage shall be written on an ISO occurrence form (or a substitute form providing equivalent coverage) in an amount of not less than ONE MILLION DOLLARS ($1,000,000.00) per occurrence and not less than TWO MILLION DOLLARS ($2,000,000.00) aggregate.

7.2.3 Automobile Liability Insurance (applicable

on projects where automobiles or other vehicles are to be employed to do the work)

In the event that automobiles are used in connection with Contractor’s business or operations at the CDTA, Contractor shall maintain an automobile liability policy or policies insuring against liability for bodily injury, death, or damage to property and relating to the use, loading or unloading of any of Contractor’s automobiles (including owned, hired and non-owned vehicles) on and around the CDTA. Coverage shall be in an amount of not less than ONE MILLION DOLLARS ($1,000,000.00) each accident.

7.2.4 Excess Liability Insurance (applicable to all

projects)

Contractor shall maintain an occurrence form excess liability policy or policies insuring against liability arising from premises (including loss of use thereof), operations, independent Contractors, products-completed operations, personal injury and advertising injury, and liability insured under an insured contract (including the tort liability of another assumed in a business contract) occurring on or in any way related to the premises or occasioned by reason of the operations of Contractor or arising from automobile liability as described above. Such coverage shall be written on an ISO occurrence form (or a substitute form providing equivalent coverage). The minimum required limits for the excess policy depend upon the amount of the underlying policy. In combination with applicable underlying policies, the minimum limits for underlying and excess coverage shall be an amount of not less than THREE MILLION DOLLARS ($3,000,000.00) per occurrence/aggregate.

7.2.5 Contractor’s Risks (applicable to all

projects)

Contractor shall be responsible for obtaining any insurance it deems necessary to cover its own risks, including without limitation: (a) business interruption, such as gross earnings, extra expense, or similar coverage, (b) personal property, and/or (c) automobile physical damage and/or theft. In no event shall the CDTA be liable for any (a) business interruption or other consequential loss sustained by Contractor, (b) damage to, or loss of, personal property, or (c) damage to, or loss of, an automobile, whether or not such loss is insured, even if such loss is caused by the negligence of the

CDTA.

7.3 Survival of Indemnities

The indemnification provisions set forth in this Agreement shall survive the expiration or earlier termination of the Agreement and be fully enforceable thereafter.

ARTICLE 8. REQUIRED NY STATE

PROVISIONS:

8.1 EXECUTORY CLAUSE. The State of New York

is not a party to this contract, and as provided by Section 41 of the State Finance Law, the State shall have no liability under this contract to the Contractor or to anyone else beyond funds appropriated and available for this contract.

8.2. NON-ASSIGNMENT CLAUSE. As provided by

Section 138 of the State Finance Law, this contract may not be assigned by the Contractor or its right, title or interest therein assigned, transferred, conveyed, sublet or otherwise disposed of without the previous consent, In writing, of the State and any attempts to assign the contract without the State's written consent are null and void. The Contractor may, however, assign its right to receive payment without the State's prior written consent unless this contract concerns Certificates of Participation pursuant to Article 5-A of the State Finance Law.

8.3 NON-DISCRIMINATION REQUIREMENTS.

In accordance with Article 15 of the Executive Law (also known as the Human Rights Law) and all other State and Federal statutory and constitutional non-discrimination…