Fire Pump and Generators Inspection and Maintenance RFQ 2025-0067.pdf

REQUEST FOR QUOTATION

Fire Pump and Generators Inspection and Maintenance

RFQ # 2025-0067

I. INTRODUCTION

A) Purpose of the Request for Quotation

The New York Racing Association, Inc (NYRA) is soliciting bids for the labor and material for the inspection and full service maintenance of a fire pump and three generators located at Saratoga Race Course in Saratoga Springs, NY 12866.The term of any agreement entered as result of this RFQ shall be from January 1, 2026 to December 31, 2027 with two (2) additional one year options at NYRA's sole and absolute discretion.

NYRA makes no representation, promise, or warranty that a contract to provide services will result from participating in this RFQ. 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) Authorized Contact Person

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

Name: Syeda Shahana Yesmin, Senior Procurement Lead Mailing Address: Aqueduct Racetrack 110-00 Rockaway Boulevard Ozone Park, NY 11417

Telephone #: 718-659-2338

E-Mail Address: syesmin@nyrainc.com

ALL BIDDERS RESPONDING TO THIS RFQ AND ALL COMMUNICATIONS

CONCERNING THIS PROCUREMENT MUST BE ADDRESSED TO THE CONTACT

PERSON NOTED ABOVE.

C) 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.

D) Inclusion of RFQ and Related Documents/Contract Negotiations

All provisions of this RFQ (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 mailto:syesmin@nyrainc.com 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 RFQ 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 period 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.

E) Joint Proposals

Two or more vendors may join together to submit a Proposal in response to this RFQ. 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 point of contact between NYRA and the responding joint vendors.

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.”

F) 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.

II. SCOPE OF SERVICES

The Successful Bidder will be responsible for providing the following services

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.

Cummins Equipment

Name of the Item Model Fire Pump CU 378

Generator#1

NT855

CC434F -

350kw

Caterpillar Equipment

Name of the Item Model

Generator#2

CD175 -

175kw

Generator#3 CD175 - 175kw

For each Generator, the Scope of Service:

Periodic Maintenance and Preventative Maintenance Frequency:

Semi-Annually (twice in a calendar year), including one (1) annual inspection (Scheduled in the Spring before May 30th and Fall after August 30th)

BATTERIES and BATTERY CHARGER Service Requirements:

Minimum requirements-

• Visually inspect battery terminal connections

• Verify electrolyte level, vent caps of all cells in the starting battery system

• Visually inspect wiring, connections and insulation

• Record battery charging functions

• Record battery information

• Record battery condition test

FUEL SYSTEM Service Requirements:

Minimum requirements

• Visually inspect ignition system (Natural Gas and Propane Only)

• Record primary tank fuel level

• Inspect engine fuel system for leaks

• Visually inspect all engine fuel hoses, clamps, pipes, components and fittings

• Visually inspect rupture/ containment basin

• Inspect day tank and controls (if applicable)

COOLING SYSTEM Service Requirements:

Minimum requirements

• Record coolant level

• Visually inspect for coolant leaks

• Visually inspect drive belts condition

• Verify for proper coolant heater operation

• Record jacket water temperature

• Visually inspect fan, water pump, drives and pulleys

• Visually inspect all coolant hoses, clamps and connections

• Visually inspect radiator condition

• Visually inspect louver for damage

• Visually inspect fan hub and drive pulley for mechanical damage

• Record freeze point of antifreeze protection

• Record DCA level prior to changing coolant filter

LUBRICATION SYSTEM Service Requirements:

Minimum Requirements

• Visually inspect engine oil leaks

• Visually inspect engine oil lines and connections

• Record oil level

GENSET CONTROLS AND ACCESSORIES Service Requirements:

Minimum Requirements

• Visually inspect all engine mounted wiring, senders and devices

• Visually inspect all control mounted components and wiring

• Verify all connecting plugs are tightened and in a good condition

• Visually inspect all accessory components and wiring

• Visually inspect and test lighting indicators

INTAKE AND EXHAUST SYSTEMS Service Requirements:

Minimum Requirements

• Visually inspect air filter and housing

• Visually inspect all engine piping and connections

• Record air cleaner restriction

• Visually inspect engine exhaust system for leaks

• Visually inspect rain cap

GENERAL CONDITIONS Service Requirements:

Minimum Requirements

• Visually inspect governor linkage and oil level

• Visually inspect guards

• Visually inspect enclosure

• Visually inspect engine and generator mounts

• Verify emergency stop operation

TRANSFER SWITCH Service Requirements:

Minimum requirements

• Visually inspect controls and time delay settings

• Verify function of exercise clock and record settings from controller

• Verify remote start control operation

• Record utility / source one voltage

AFTERTREATMIENT Service Requirements:

Minimum requirements

• Verify DEF level

• Record DPF restriction

• Visually inspect aftertreatment and controls

SWITCHGEAR Service Requirements:

Minimum requirements

• Inspection and Full Service Maintenance

OPERATIONAL & FUNCTIONAL REVIEW OF GENERATOR CRITICAL COMPONENTS

Service Requirements:

Minimum requirements

• Inspect engine cooling fan & fan drives for excessive wear or shaft wobble

• Check all pulleys, belt tensioners, slack adjusters & idler pulleys for travel, wear & overall condition

• Inspect/ lubricate drive bearings, gear or belt drives, and other shaft connecting hardware

LUBRICATION OIL & FILTRATION SERVICE Service Requirements:

Minimum requirements

• Change engine oil

• Change oil, fuel and water filters

• Post lube services operations of genset (unloaded) at rated temperature

Fire Pump Scope of Work ENGINE FUEL SYSTEM Service Requirements:

Minimum requirements

• Inspect Fuel Tank Level and Condition

• Clean Fuel Strainer, Filter, or Dirt Leg or Combination

• Inspect Fuel Flexible Hoses and Connectors

• Inspect Fuel Tank Vents and Overflow Piping

• Inspect Fuel Piping

• Change Engine Fuel Filters

ENGINE LUBE SYSTEM Service Requirements:

Minimum requirements

• Inspect Engine Lubrication Oil Level

• Change Engine Oil and Oil Filters

• Inspect Engine Lubrication Heater

• Clean Engine Crankcase Breather

• Inspect Engine Coolant and Coolant Level

• Test Coolant Protection Level

• Inspect Engine Water Pump(s)

• Inspect Coolant Flexible Hoses and Connections

• Inspect Jacket Water Heater

• Clean Water Strainer

INTAKE AND EXHAUST SYSTEMS Service Requirements:

Minimum requirements

• Inspect Duct Work and Clean Louvers (Combustion Air)

• Inspect for Engine Exhaust Leaks

• Inspect Exhaust Insulation for Leaks or Fire Hazards

• Inspect Exhaust System Hangers and Supports

• Inspect Exhaust Flexible Bellows

ENGINE STARTING SYSTEM Service Requirements:

Minimum requirements

• Inspect Battery Electrolyte Level

• Inspect Battery Terminals (Clean and Tighten)

• Inspect Battery Case Exterior (Clean and Dry)

• Test Battery Specific Gravity or Conductance Test

• Inspect Battery Charger and Charge Rate

• Inspect Battery Equalize Charge

• Inspect Cranking Voltage - Exceeds (9vDC on a 12vDC) System

• Inspect Cranking Voltage - Exceeds (18vDC on a 24vDC) System

ENGINE ELECTRICAL SYSTEM

• Engine Electrical System General

Inspection

• Tighten Control and Power Wiring Connections (Engine Only)

• Inspect for Wire Chafing

• Test the Operation of Safeties and Alarms (Cummins Only)(Engine)

• Clean Exterior of Boxes, Panels, and Cabinets

PUMP PLUMBING SYSTEMS Service Requirements:

Minimum requirements

• Inspect for any Leaks in Plumbing Parts or Water Piping at Engine

• Visual Inspection of Heat Exchanger (if applicable)

Work Site Saratoga Race Course 267 Union Ave.

Saratoga Springs, NY 12866

** Bidders can submit a proposal either for Cummins equipment only or for Caterpillar equipment only.

Bidder may also submit a proposal to provide for both Cummins and Caterpillar service offerings.

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 (5) years.

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

• Bidders must possess all necessary 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. RESPONSE TO REQUEST FOR QUOTATION

A) Cost Proposal

Among the selection criteria is the fee the bidder will charge NYRA for the services described in this RFQ.

The Cost Proposal should include:

A. Breakdown of Cost Summary (Included as Exhibit C.)

RFQ 2025-XXXX - Fire Pump and Generators Annual Inspection and Maintenance

Year Pricing

Fire Pump 2026 Inspection/Full Service Visit (Spring) $

2026 Full Service Visit (Fall) $ 2027 Inspection/Full Service Visit (Spring) $ 2027 Full Service Visit (Fall) $ 2028 Inspection/Full Service Visit (Spring) $ 2028 Full Service Visit (Fall) $ Generator #1 (Cummins NT855 350kw)

2026 Inspection/Full Service Visit (Spring) $

2026 Full Service Visit (Fall) $ 2027 Inspection/Full Service Visit (Spring) $ 2027 Full Service Visit (Fall) $ 2028 Inspection/Full Service Visit (Spring) $ 2028 Full Service Visit (Fall) $ Generator #2 (CAT CD175 175kw)

2026 Inspection/Full Service Visit (Spring) $ 2026 Full Service Visit (Fall) $ 2027 Inspection/Full Service Visit (Spring) $ 2027 Full Service Visit (Fall) $ 2028 Inspection/Full Service Visit (Spring) $ 2028 Full Service Visit (Fall) $ Generator #3 (CAT CD175 175kw)

2026 Inspection/Full Service Visit (Spring) $ 2026 Full Service Visit (Fall) $ 2027 Inspection/Full Service Visit (Spring) $ 2027 Full Service Visit (Fall) $ 2028 Inspection/Full Service Visit (Spring) $ 2028 Full Service Visit (Fall) $ T&M

2026 Hourly Labor Rate for Repairs (ST) $ 2026 Hourly Labor Rate for Repairs (OT) $ 2027 Hourly Labor Rate for Repairs (ST) $ 2027 Hourly Labor Rate for Repairs (OT) $ 2028 Hourly Labor Rate for Repairs (ST) $ 2028 Hourly Labor Rate for Repairs (OT) $ 2026 Markup on Parts % 2027 Markup on Parts % 2028 Markup on Parts %

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

B) Vendor Criteria

While cost will be the primary factor in the selection of a winning Bidder, NYRA reserves the right to consider other criteria as part of its evaluation when selecting the most appropriate Bidder.

-Racetrack experience not required.

A proposal that does not provide all the information requested in this RFQ may be subject to rejection.

C) Proposal Receipt and Distribution

All bidders' responses must be submitted to NYRA via one of the following options:

• Through the Empire State Procurement Groups Website:

https://www.bidnetdirect.com/new-york/nyra The bidder must be a registered user of the site.

• Via email at BidSubmissions@nyrainc.com

• Through hard copy at:

The New York Racing Association, Inc.

Procurement Department 11000 Rockaway Blvd., Suite 1 So. Ozone Park, NY 11417

All responses received by the Procurement Department will remain secure and unopened until after the due date. When the bid due date has occurred the Procurement Department will conduct a formal bid opening with the Bid Committee. The Bidder is responsible for the timely receipt of its Proposal and should plan for the delivery accordingly. To confirm receipt of your submission, please maintain and keep the receipt for your records, which is required to be before the bid submission deadline. Failure of a Bidder to submit its Proposal by the specified due date may result in rejection or disqualification of the Proposal.

Responses rejected or disqualified for lateness will not be considered.

D) Best and Final Offer (BAFO)

In NYRA’s sole discretion, price revisions may be permitted from all Bidders determined to be susceptible to 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.

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 mailto:BidSubmissions@nyrainc.com 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 RFQ, 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. Evaluations will be conducted whether either a split bid offer or aggregate offer for both the Cummins equipment or Caterpillar equipment units is received.

B) Evaluation Methodology

1. NYRA will conduct a comprehensive, fair, and impartial evaluation of Proposals received in response to this RFQ.

Cost Proposal Evaluation: _85____%

2. Vendor Criteria Evaluation: 15 %

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 RFQ, or the resulting contract shall be made by any Bidder without the prior approval of NYRA.

D) Debriefings

A debriefing may be requested by a Bidder within fifteen (15) calendar days of written 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.

The purpose of the debriefing is for unsuccessful bidders to understand how their particular bid could have

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.

been more in line with NYRA’s requirements and/or to improve future bids with NYRA. NYRA will not discuss the cost or technical proposals of other bidders, or answer questions about how bidders’ proposals compare to each other.

STANDARD GENERAL TERMS AND CONDITIONS FOR BIDDING

AND CONTRACTING WITH NYRA

1. No Obligation by NYRA. This Request for Quotation 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 Proposals received as a result of this RFQ. 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 RFQ, 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 expire upon for a contract from January 1, 2026 to December 31, 2027 with two (2) additional one year options at NYRA's sole and absolute discretion

NYRA’s standard payment terms are 2% 10 Net 30

6. NYRA’s Reserved Authority.

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

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

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 RFQ 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 RFQ and reissue a modified version of this RFQ.

g. Withdraw the RFQ 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 RFQ.

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

k. Seek Best and Final Offers from all Bidders determined to be susceptible to 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 RFQ 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.

7. 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 RFQ; 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.

8. 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 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 there is 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.

9. 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.

10. 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.

11. 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 RFQ. 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 16 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.

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

13. Confidentiality and non-disclosure. For the purposes of any agreement that may arise from this

RFQ:

(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 always retain all right and title to such Confidential Information.

(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.

14. 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 RFQ, Bidder expressly acknowledging and agreeing that he/she/it has read and understands the above and has neither given nor offered incentives, gifts, gratuities, 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.

15. 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 VI of this RFQ.

16. 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 $5,000,000 per occurrence / $5,000,000 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

Cargo Legal Liability, with no exclusions for animals, with limits per conveyance of no less than $1,000,000 per claim.

Contractors Pollution Liability coverage insuring environmental contamination and/or pollution conditions that may arise in connection with services to be performed under this contract with minimum limits of $5,000,000.00 per occurrence and $5,000,000 in the aggregate.

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-Risk Builder's Risk Insurance (including installation, testing, earthquake, and flood) upon the entire Project to be effective at the commencement of the Work, applicable to the Work being performed under this Agreement whether or not in the Contractor's in care, custody, and control, which insurance shall be for the full cost of replacement as of the time of any loss and which shall cover NYRA, Contractor and each Subcontractor as named insureds, and as their interests may appear. Excluding any criminal acts, the Contractor expressly waives its right and/or the right of its insurance carriers to recover the loss on such property through subrogation proceedings to the extent the loss arises out of the performance of the Work called for under this Agreement.

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 insurance 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 specified types 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 here underneath. 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.

17. 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.

18. 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.

19. 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 against any and all losses, costs, damages, expenses (including attorneys’ fees), suits, and judgments arising from any and all claims and demands for any injury whatsoever arising from, as a result of, or in connection with the Successful Bidder’s work in the contemplated matters.

Additionally, the Successful Bidder, if any, will be required to agree that the indemnification, defense, hold harmless, release and waiver, and discharge provisions of the Agreement are intended to be as broad and inclusive as permitted by the laws of the State of New York and that any interpretation or construction of those provisions shall be governed by the laws of the State of New York and that these provisions shall not be deemed waived or affected in any way by the fact that NYRA does or does not presently, or may or may not in the future, carry insurance coverage against claims or losses caused by or resulting from damage or injury to property or persons at its premises.

20. Protection of NYRA’s Interest. All Bidders must have and maintain contingency plans to protect

NYRA during the term of any contract awarded hereunder; such plans must describe how NYRA's interests will be protected with respect to goods and/or services to be provided by Bidder, and what remedial and/or restorative actions may be taken by Bidder during any and all events that may cause the closure of, or reduction in capacity to, any facility in which NYRA's work is produced. Such contingency plans will protect NYRA in the event of a flood(s), fire, epidemic, pandemic, storm damage, power outage, labor strike, and any other force majeure that would interrupt the production of goods and/or services or threaten the timely delivery of goods and/or services during the entire term of any contract awarded by NYRA in connection with this RFQ.

21. Termination

a. For Cause: For a material breach that remains uncured for more than thirty (30) days or another specified period after written notice to the Successful Bidder, the Agreement or purchase order may be terminated by NYRA at the Successful Bidder’s expense where the Successful Bidder becomes unable or incapable of performing or meeting any requirements or qualifications set forth in the Agreement, or for non-performance, or upon a determination that the Successful Bidder is non-responsible. Such termination shall be upon written notice to the Successful Bidder. In such an event, NYRA may complete the contractual requirements in any manner it may deem advisable and pursue available legal or equitable remedies for breach.

b. For Convenience: By written notice, the Agreement may be terminated at any time by

NYRA for convenience upon sixty (60) days of written notice or another specified period without penalty or other early termination charges due. Such termination of the Agreement shall not affect any project or Purchase Order that has been issued under the Agreement prior to the date of such termination. If the Agreement is terminated pursuant to this subsection, NYRA shall remain liable for all accrued but unpaid charges incurred through the date of the termination. The Successful Bidder shall provide any outstanding deliverables.

c. For Violation of NYRA’s Ethics or Procurement Policies: NYRA reserves the right to terminate the Agreement in the event it is found that the Successful Bidder violates NYRA’s Ethics or Procurement Policies. Upon such finding, NYRA may exercise its termination right by providing written notification to the Successful Bidder in accordance with the written notification terms of the Agreement.

22. Force Majeure. A force majeure occurrence is an event or effect that cannot be reasonably anticipated or controlled. Force majeure includes, but is not limited to, acts of God, acts of war, acts of public enemies, pandemics or epidemics, strikes, fires, explosions, actions of the elements, floods, or other similar causes beyond the control of the Successful Bidder or NYRA in the performance of the Contract which non-performance, by the exercise of reasonable diligence, cannot be prevented. Successful Bidder shall provide NYRA with written notice of any force majeure occurrence as soon as the delay is known.

Neither the Successful Bidder nor NYRA shall be liable to the other for any delay in or failure of performance under the Contract due to a force majeure occurrence. Any such delay in or failure of performance shall not constitute a default or give rise to any liability for damages. The existence of such causes of such delay or failure shall extend the period for performance to such extent as determined by the Successful Bidder and NYRA to be necessary to enable complete performance by the Successful Bidder if reasonable diligence is exercised after the cause of delay or failure has been removed.

Notwithstanding the above, at the discretion of NYRA where the delay or failure…