OCA-DGCP-084 Judiciary Civil Legal Services, Statewide.pdf

Office of Court Administration

Division of Grants, Contracts & Procurement on behalf of the Office for Justice Initiatives

Request for Proposals

OCA-DGCP-084

Judiciary Civil Legal Services, Statewide

NEW YORK STATE UNIFIED COURT SYSTEM

OCA-DGCP-084 Judiciary Civil Legal Services, Statewide

Issued October 9, 2026 Due November 20, 2026 at 2:00 PM Eastern Time

Contents

RFP Articles

I. Background

II. Project Information

III. Available Funding and Term

IV. Project Services

V. Eligible Applicants

VI. Award Selection Criteria and Method of Award

VII. Proposal Instructions

VIII. Submission of Proposals

IX. Questions

X. Pre-Bid Conference

XI. General Specifications

Exhibits

Exhibit 1: Funding by Judicial District (PDF)

Exhibit 2: Insurance Requirements (PDF)

Forms

Form 1- Proposal Document (Microsoft Word Document)

Form 2 - Proposal Budget (Microsoft Excel Document)

Form 3 - Annual Workload Projection Chart (Microsoft Excel Document)

Form 4 - Vendor Assurance and Conflict-of-Interest Disclosure (Microsoft Word Document)

Form 5 - Document Enclosure Checklist and Verification (PDF)

Attachments

Attachment I - Standard Request for Bid Clauses & Forms

Attachment II - Not applicable

Attachment III - Vendor Responsibility: Acknowledgment Form and VR Questionnaire

Attachments are available for download from the Unified Court System’s Current Solicitation webpage: https://www.nycourts.gov/grants-contracts-procurement/current-solicitations https://www.nycourts.gov/grants-contracts-procurement/current-solicitations

I. BACKGROUND

The mission of the New York State Unified Court System (UCS) is to deliver equal justice under the law and to achieve the just, fair and timely resolution of all matters that come before our courts.

The UCS Judiciary Civil Legal Services (JCLS) program provides grant funding to non-profit legal services organizations to enhance the administration of justice by increasing access among low-income individuals to legal representation, advice, information and related services that promote just outcomes in civil legal matters.

II. PROGRAM INFORMATION

This Request for Proposals (RFP) seeks proposals from not-for-profit legal service providers to address the unmet needs of low-income New Yorkers for civil legal services in matters involving the essentials of life which include, but are not limited to: housing matters (e.g., evictions, foreclosures, and homelessness); family matters (e.g., domestic violence, children, and family stability); access to health care and education; and subsistence income (e.g., wages, disability and other benefits, and consumer debts).

The funding is structured as general operating support for organizational administration, staffing, facilities, infrastructure, and technology. Resulting contracts contemplate that awarded organizations have multiple funding sources (such as local/municipal funding, federal grants, the

New York State Interest on Lawyer Account Fund (IOLA), or the Legal Services Corporation, for example). This approach recognizes that in many instances the UCS is one among many funders supporting an organization’s civil legal services program.

Applicants may propose direct legal representation services in a broad array of civil case types.

Applicants may also propose services that target specific, underserved communities or provide specialized legal services (e.g., services for domestic violence survivors, elderly, or non-English speakers). Applicants may also propose related legal assistance services that promote access to the civil justice system such as information and referral, new technology (e-filing tools, remote access), alternative dispute resolution services for civil matters, volunteer lawyer mobilization, and other legal assistance services.

Funding will be awarded for direct civil legal representation services and related legal assistance initiatives. Applicants may submit proposals that encompass one or both types of services.

Persons eligible to receive legal services funded by this RFP are limited to those whose incomes do not exceed 200% of the Federal Poverty Guidelines.

Key Bid Dates (Note: OCA reserves the right to modify any Key Bid Date as it may deem appropriate.)

EVENT DATE

Bid Issue Date Friday, October 9, 2026

Question Due Date Friday, October 23, 2026 at 2:00PM Eastern

Bid Submission Deadline Date Friday, November 20, 2026 at 2:00PM Eastern

Estimated Contract Start Date March 1, 2027

III. AVAILABLE FUNDING AND TERM

Funds to support the JCLS program are appropriated in the state judiciary budget. The UCS intends to make multiple awards to support Project Services (hereinafter defined) in every county of the state. UCS anticipates a total of up to $176.5 million will be awarded in the initial annual period. All funding awarded hereunder is subject to appropriation by the State of New

York.

Awarded applicants1 will receive an initial award based on a 12-month operating budget and will be invited to enter into a contract with UCS. If the awarded amount differs from the amount requested in the proposal, UCS will require the applicant to adjust the budget and program plan accordingly.

Contracts awarded pursuant to this Request for Proposals will have a five (5) year term of

March 1, 2027 – February 29, 2032, (the “Contract Term”), subdivided into budget periods

The initial period of the contract will be one (1) month: March 2027, with allocations representing one twelfth (1/12) of the initial annual award plus reasonable startup costs, as further outlined in Article VII, Proposal Instructions, below.

The next budget period will be 12 months: April 1, 2027 – March 31, 2028, with an anticipated allocation equal to the initial annual award (subject to available FY28 appropriations). For budget periods 3, 4, and 5, also subject to available annual fiscal year appropriations, the allocation will be based on the initial annual award plus reasonable inflationary increases

(determined by and at the discretion of the UCS) of up to five percent (5%) over the prior period. For the 6th and final period, April 1, 2031 – February 28, 2032, the allocation will be pro-rated for 11-months.

For the purposes of this RFP, New York State’s sixty-two (62) counties are grouped into fourteen (14) Judicial Districts (for administrative purposes, the 10th Judicial District is divided into two separate districts: 10th Nassau and 10th Suffolk). The $176.5 million of anticipated

JCLS funding is proportionately divided among districts based on the share of the state population living in its counties with incomes below 200% of the federal poverty guidelines.

1 Throughout this RFP, the terms bidder, proposer, vendor and applicant are used interchangeably, as are RFP, bid and solicitation.

The aggregate total awards in the respective districts will not exceed the stated allocation for the district as outlined in Exhibit 1: Funding by Judicial District. UCS anticipates making multiple awards in each judicial district.

If the proposals received in each district do not adequately address the service needs, including the strategic priority to have services provided in every county, UCS reserves the right to withhold all or part of that district’s allocation from the award(s) and conduct additional procurements to address those service gaps.

IV. PROJECT SERVICES

Funding under this RFP may be used to support a wide array of civil legal representation and related services that address the “essentials of life” (see Section II, Project Description).

Examples of the types of services that may be included in proposed program plans include, but are not limited to (collectively, “Project Services”):

• Direct legal assistance provided by staff attorneys

• Direct legal assistance provided through referral to pro-bono attorneys

• Direct assistance by trained non-attorney staff (e.g., paralegals), supervised by attorneys

• Direct assistance by law students or recent graduates, supervised by attorneys

• Comprehensive representation

• Representation in appeals or other complex matters

• Representation in court or administrative hearings

• Limited advice and counsel

• Training or education that supports pro se litigants

• Provision of legal information (e.g., distribution of materials, help desk resources, and other general informational support)

• Referral to other civil legal services or social service providers

• Mediation or other forms of alternative dispute resolution

• Use of community volunteers and paraprofessionals to provide legal assistance

• Assistance completing forms or applications

• Online access to self-help materials via the organization’s website, or completion of forms using online tools

• Other services that promote access to the justice system and resolution of civil legal matters (must be fully described in the proposal narrative)

Awarded applicants will be required to provide reports in a form and manner prescribed by UCS.

V. ELIGIBILE APPLICANTS

Applicants must be not-for-profit corporations, organized and existing under the New York State

Not-for-Profit Corporation Law, with a current certificate of incorporation on file with the

Department of State. New York State Law requires that charitable and nonprofit organizations that receive contributions from New York State in excess of $25,000 must register or apply for an exemption with the New York State Attorney General’s Charities Bureau. Applicants must submit proof of charities registration or an exemption from the Attorney General Charities

Bureau with their application.

All applicants must also submit proof of tax-exempt status under the Internal Revenue Code.

The following organizations and individuals are ineligible for contract awards:

• Individuals or organizations listed as ineligible on the federal System for Award

Management due to suspension or debarment

• Individuals or organizations listed as ineligible on the NYS Office of General Services database of debarred entities.

VI. AWARD SELECTION CRITERIA AND METHOD OF AWARD

Tier I: Minimum Qualifications (Threshold Pass/Fail)

The Awarded Contractor(s) must be considered an Eligible Applicant, as outlined in Article V.

Tier II: Evaluation and Scoring

Proposals that pass the Tier I threshold review will advance to Tier II. Proposals that receive a score of at least 70 points (average score among evaluators) will advance to Tier III.

Each proposal will be reviewed and rated by a qualified team of UCS staff.

Organizational Capacity and Program Plan scores are based on the responses to the narrative questions in the Proposal Document (Form 1). Reasonableness of cost is based on the evaluation of the proposed program budget and budget narrative. The scores of the three categories will be summed and the average of the evaluators’ scores will result in a Final Composite Score for each

Applicant. Points will be awarded as follows:

Scoring Criteria Maximum Points

Organizational Capacity 25

Program Plan (including borough-specific plans, if applicable) 55

Reasonableness of Cost 20

Maximum Points 100

Tier III: Final Evaluation

In Tier III, the amounts awarded to responsible applicants that meet the minimum final composite score will be determined based on consideration of some or all the following: Tier II scoring, strategic priorities, available funding and best overall value to New York State.

Notwithstanding the foregoing, nothing herein obligates UCS to approve awards or funding for any applicant.

Please see the criteria set forth in the paragraph headed “Rejected and Unacceptable

Bids/Proposals” in Section XI General Specifications and Attachment III-Vendor Responsibility

Questionnaire: Instructions, regarding responsibility review and the criteria necessary and reasonable to establish an applicant’s responsibility.

VII. PROPOSAL INSTRUCTIONS

New York City applicants may submit a single proposal, even if proposing services in multiple

NYC boroughs.2 If services in more than one borough are proposed, the application must include supplemental, borough-specific narratives for each borough to be served.

Outside of New York City, a separate proposal must be submitted for each Judicial District to be served.

Applicants seeking funding for joint proposals among two or more organizations must be submitted by one lead applicant. Organizations receiving funding in a joint program with a lead applicant must also meet the eligibility criteria in Section V and will be required to enter into a written subcontract with the lead applicant if awarded.

Each proposal must include the following:

A. Proposal Document – Form 1

Applicants must respond to all questions included in the Proposal Document (Form 1).

Narrative submissions must be single-spaced with one-inch margins using a 12-point font.

Pages should be numbered. The Proposal Document includes the following sections:

a. Proposal Cover Sheet

b. Program Plan Description (including NYC borough-specific questions)

c. Organizational Capacity

d. Budget Narrative

B. Line-Item Budget – Form 2

2 In NYC, the terms Judicial District, County and Borough are synonymous. The terms may be used interchangeably in this RFP.

Each application must include a line-item budget for the initial 12-month period. This 12-month budget should include initial annual operational costs. The 12-month operational budget will be evaluated and scored. An Excel spreadsheet is included as Form 2, Proposal

Budget for this purpose. An additional Form 2 must be submitted for any proposed sub-contract with an annual value of $100,000 or more.

Applicants must also submit a line-item budget for the initial one-month (March 2027) period of the contract. This one-month budget should include operational costs based on 1/12 of the anticipated annual funding request plus up to an additional five percent (5%) of the annual funding request for reasonable startup costs and/or expenses that enhance the program’s capacity to deliver services over the five-year term: personnel onboarding costs, administrative support, initial training, equipment and technology, furniture, facilities readiness, professional services, marketing and communication costs (i.e., branding, website updates, etc.), community engagement, and evaluation and data infrastructure setup. Please note: any funding requested in this one-month budget must be expended or obligated prior to

March 31, 2027, and must be liquidated prior to July 15, 2027. This one-month budget will not be evaluated or scored. A second worksheet is included for this purpose in Form 2, Proposal Budget.

In developing expense budgets, applicants should reference the UCS Financial Planning and

Control Manual, Part IX, Chapter 2.000: Contracts with Not-For-Profit Providers, found here: Financial Planning and Control Manual - Contracts with Not-for-Profit Organizations which defines budget categories and outlines allowable costs.

Please note that there shall be no other charge, cost, reimbursement, or expense of any kind payable by UCS in connection with or arising from the performance of Project Services.

Applicant shall be solely responsible for all costs and expenses incurred in connection with the performance of Project Services that are not expressly included in its budget and approved by UCS. Budget allocations for each period during the Contract Term are subject to the availability of appropriations and will be determined by UCS, based on fiscal and programmatic considerations.

C. Annual Projections Chart – Form 3

An annual workload projection must be submitted with each proposal. The workload projections must reflect the aggregate work of the organization supported by all funding sources (not limited to work supported by UCS funds under this RFP). An Excel spreadsheet is included as Annual Workload Projection Chart (Form 3) for this purpose. Choose the worksheet within the spreadsheet for the district where services are proposed.

Enter the estimated number of cases to be handled and/or individuals to be served in each county within the district for the period 4/1/27 – 3/31/2028.

Funding Request. Estimate of the amount of UCS funds that will be allocated to provide services in each county for which services are offered in the initial 12-month period. The total should match the amount listed on the proposal cover sheet in the Proposal Document https://www.nycourts.gov/LegacyPDFS/admin/financialops/FPCM-PDFs/V2_contracts/Financial-Planning-and-Control-Manual-NotforProfit-Contracts.pdf

(Form 1).

Cases to be Handled. Estimate the total number of matters in which direct legal assistance will be provided to eligible clients. Direct legal assistance refers to full or limited representation of an eligible client within an attorney-client relationship in an actual or anticipated legal matter. This includes all matters in which specific legal advice and counsel is provided. This category does not include other non-case-specific assistance.

Other Legal Services - Individuals to be Served. Estimate the total number of individuals who will be provided with legal assistance that does not fall under “cases to handled”.

D. Document Enclosure Checklist and Verification – Form 5

Applicants must submit all documents and forms listed in the Document Enclosure Checklist and Verification (Form 5). An authorized agency representative must sign the form. Failure to provide all documents in the manner prescribed may result in disqualification of an applicant’s proposal.

VIII. SUBMISSION OF PROPOSAL

Applications must arrive either via online submission OR at the address below no later than Friday, November 20, 2026, 2:00 PM Eastern Time (“Bid Submission Deadline

Date”).

Any application received after this deadline will be declared late and may be disqualified.

Notwithstanding the foregoing, a late application may be accepted by UCS in its sole discretion if: (i) an insufficient number of timely applications meeting the requirements of this RFP are received; or (ii) the applicant has satisfactorily demonstrated to UCS that the late application was caused solely by factors outside the control of the applicant. However, in no event shall UCS be obligated to accept a late application, and in making such determination, UCS will consider whether accepting a late application would materially benefit or disadvantage a particular applicant. It is recommended that applicants allow several extra days for mailing or file uploads to meet the deadline.

1. Online Submission (Preferred Method)

Online submissions must be in PDF format. Compile all required documents into a single .PDF with the file name: “RFP 084 JCLS, Applicant Organization Name – x Judicial District

Proposal” where x is the name of district that is the subject of the proposal.

Online submissions must be uploaded to a UCS SharePoint site. Applicants must request credentials for access to the site in advance by sending an email to Alina Zielinski at azielins@nycourts.gov with the subject line: Judiciary CLS RFP SharePoint User

Name/Password Request. Include the name of the person requesting access, their email address, and the name of the applicant organization. Requests for credentials should be mailto:azielins@nycourts.gov submitted no later than November 6, 2026. Late requests may not be granted.

Once the request for access credentials is processed, applicants will receive a reply email containing their username, password, and the SharePoint uniform resource locator (URL), colloquially known as a web address, and detailed instructions for uploading files to the site. If you do not receive a reply within one week of your request, please reach out to the

Designated Contact.

2. Paper Submission

Applicants submitting proposals by hand delivery or mail must submit one (1) signed, hard copy original complete proposal. To facilitate scanning, do not permanently bind documents.

Proposals submitted via paper must be clearly addressed and submitted to the following

Designated Contact:

NYS Unified Court System

Division of Grants, Contracts & Procurement

2500 Pond View, Suite 104

Castleton-on-Hudson, New York 12033

ATTN: Alina Zielinski

All envelopes/cartons must also be labeled on the outside with the following information on two sides, visible to the Designated Contact upon receipt:

“Deliver immediately to Alina Zielinski”

“Sealed Application - Do not open”

“RFP # OCA-DGCP-084 Judiciary Civil Legal Services, Statewide”

Due November 20, 2026 at 2:00 PM Eastern”

3. Amendment of Proposals

Proposers may only amend submitted proposals prior to the Bid Submission Deadline Date.

Amended proposals must be submitted electronically or in packaging which clearly indicates

“Amended Proposal for RFP # OCA-DGCP-084.” Amended proposals must be signed by an individual who is duly authorized to amend the bidder’s original proposal. Amended proposals must be submitted in the same manner as original proposals described herein. Amended proposals received by UCS after the Bid Submission Deadline Date will be rejected for lateness.

4. Withdrawal of Proposal Prior to Bid Submission Deadline Date

A proposal may be withdrawn at any time prior to the Bid Submission Deadline Date. If multiple proposals are submitted by the same bidder, the bidder must clearly indicate to which proposal the withdrawal applies.

5. Bidder Confidential/Proprietary Information

If applicable, bidders must specifically identify those portions of the proposal they deem to contain confidential or proprietary information or trade secrets and must provide specific justification why such material, should not be disclosed to parties other than UCS upon request.

Bidders are advised that any material deemed confidential by bidder may still be subject to disclosure in connection with any governmental or judicial proceeding or inquiry or as may be required by applicable law, including, but not limited to, Article 6 of the New York Public

Officers Law (Freedom of Information Law). Such confidential/proprietary information must be in a separate folder from the non-confidential sections of the proposal. Inclusion of a generic

“confidential” on submissions is not sufficient.

6. No-Bids

Vendors on the JCLS distribution list that decline to respond to this RFP are requested to send a no-bid letter by email to the Designated Contact Alina Zielinsi at azielins@nycourts.gov. Please indicate in “Subject” field: RFP # OCA- DGCP-084 – No-Bid.

IX. QUESTIONS

All questions applicants may have in connection with this RFP are to be directed by email only to the Designated Contact:

Alina Zielinski (azielins@nycourts.gov)

Please indicate in “Subject” field: RFP # OCA- DGCP-084 Question(s).

The deadline to submit questions is Friday, October 23rd, 2026, 2:00 PM Eastern Time. No questions will be entertained after this deadline. A written Questions & Answers (Q&A) listing all questions received and their answers will be posted on the UCS website at https://www.nycourts.gov/grants-contracts-procurement/current-solicitations in the Additional

Documents Section for the appropriate solicitation and emailed to the applicants list promptly after this deadline.

X. PRE-BID CONFERENCE

A pre-bid conference will not be held.

XI. GENERAL SPECIFICATIONS

In addition to those in UCS Attachment I, the terms and conditions set forth below are binding on, and incorporated into this RFP, the Bidder’s proposal, and any contract resulting from this

RFP.

Access to Court Facilities

Awarded Contractor(s) must comply with all applicable location rules, policies, guidelines and procedures to be granted access to court facilities. Where applicable to the performance of work mailto:azielins@nycourts.gov https://www.nycourts.gov/grants-contracts-procurement/current-solicitations under an awarded contract, bidders shall be wholly responsible for familiarity with the physical layout and access to the courts and buildings in question, including, but not limited to, roadways, overhangs, parking, security, elevators, required access permits or insurance certificates. Court staff cannot modify security measures, access protocols, or parking restrictions to facilitate

Awarded Contractor’s entrance to or egress from court facilities unless required to do so by law.

Binding Nature of Bid/Proposal on Bidders

All bids/proposals shall remain binding on bidders until such time as UCS/OCA provides written notification of its intent to award the contract to a specific bidder or until the bidder requests withdrawal of its bid/proposal in writing, and such withdrawal is accepted by UCS/OCA in its sole discretion in accordance with applicable law and the terms of this RFP, whichever occurs first.

Charities Registration

If a vendor is required to register with the New York State Office of the Attorney General as a charitable organization, the registration must be up to date at the time of contract award.

Vendors must be sure all their documents are up-to-date and comply with the vendor responsibility requirements as outlined below. To determine the status of your charities registration with the Attorney General, contact:

https://www.charitiesnys.com/RegistrySearch/search_charities.jsp

Clarification/Correction of Bids/Proposals

In addition to any rights articulated elsewhere in this solicitation, UCS reserves the right to require clarification at any time during the procurement process and/or require correction of arithmetic or other apparent errors for the purpose of assuring a full and complete understanding of a bidder’s proposal and/or to determine a bidder’s compliance with the requirements of this solicitation. This clarifying information, if requested in writing by UCS, must be submitted by the bidder, in accordance with formats as prescribed by UCS at the time said information is requested and, if received by the due date set forth in UCS’s request for clarification, shall be included as a formal part of the bidder’s proposal. Clarifying information, if any, whether provided orally, visually, or in writing, will be considered in the evaluation process. Failure to provide required information by its associated due date may result in rejection of the bidder’s proposal. Nothing in the foregoing shall mean or imply that UCS is obligated to seek or allow clarifications or corrections as provided for herein.

Compliance with Laws

Prior to and during the provision of all services under the contract resulting from this RFP, Awarded Contractor(s) must comply with all applicable federal, state, and local laws, rules, and regulations, including but not limited to fire, health, and safety codes.

Confidential/Proprietary Information https://www.charitiesnys.com/RegistrySearch/search_charities.jsp

If applicable, applicants should specifically identify those portions of the proposal deemed to contain confidential or proprietary information or trade secrets, and, upon request, must provide justification for why such material should not be disclosed to parties other than UCS and the

Offices of the New York State Attorney General and Comptroller. Applicants are advised that any material deemed confidential by applicant may still be subject to disclosure in connection with any governmental or judicial proceeding or inquiry or as may be required by applicable law, including but not limited to Article 6 of the New York Public Officers Law (Freedom of

Information Law). Such confidential/proprietary information must be easily separable from the non-confidential sections of the proposal.

Confidentiality and Data Security

Awarded Contractor(s) acknowledges that any and all information, records, files, documents, or reports contained in any media format provided to the Awarded Contractor(s) by the UCS, or which may be otherwise encountered by Awarded Contractor(s), shall be considered extremely confidential and shall be handled accordingly at all times. Neither the Awarded Contractor(s) nor any of its employees, servants, vendors, agents or volunteers shall at any time be permitted to utilize such confidential information for any purpose outside the scope of any resulting agreement from this RFP without the express prior written authorization of UCS. Any breach of this confidentiality by the Awarded Contractor(s) or by any of its employees, servants, subcontractors, agents, or volunteers, may result in the immediate termination of any resulting agreement by UCS and may subject the Awarded Contractor(s) to further penalties.

Awarded Contractor(s) shall use, and require its employees and authorized agents to use, at least the degree of care a reasonably prudent person would use to protect and prevent improper access to the records.

Awarded Contractor(s) is prohibited from maintaining confidential files and records provided to or generated by Awarded Contractor(s) in a mobile or portable device. Remote access to UCS confidential information is prohibited unless industry standard protocols for remote access are in place (e.g., SSL, VPN). In addition, Awarded Contractor(s) will be required to comply with the data security and confidentiality requirements of other government agencies that supply data to

UCS.

Contract Terms

The successful bidder shall be required to comply with the provisions set forth in this RFP, as well as such other provisions contained in an agreement, in form and content satisfactory to UCS in its sole discretion.

Federal Requirements

If an award made under this bid is funded in whole or in part with federal funds, the bid/award recipient shall, at its cost and expense, promptly and fully comply with, and assist UCS as may be necessary in complying with, any federal requirements applicable to such federal award and funding. It is the responsibility of the applicant to be fully familiar with the federal terms and conditions of the award.

Financial Stability

Upon request by UCS, applicant shall provide its audited financial statements prepared in accordance with Generally Accepted Accounting Principles (GAAP) for the past three (3) consecutive years and a copy of its last three (3) annual reports.

Implied Requirements

Products and services that are not specifically requested in this solicitation, but which are necessary to provide the functional capabilities proposed by the bidder, shall be included in the offer except as specified herein.

Indemnity

Awarded Contractor(s) shall indemnify, defend and hold harmless UCS, its officers and employees from and against any and all claims, causes of action, damages, costs, liabilities and expenses of any kind (including reasonable attorneys’ fees and the cost of legal defense) which

UCS may incur by reason of: (i) Awarded Contractor’s breach of any term, provision, covenant, representation or warranty contained in the contract awarded as a result of this bid; (ii) any act, omission, negligence or intentional misconduct of Awarded Contractor(s) or its employees, subcontractors, agents, volunteers or of other persons under its direction and control; (iii)

Awarded Contractor’s performance or failure to perform under the contract; or (iv) enforcement by UCS of the awarded contract or any provisions thereof. UCS will notify Awarded Contractor of any claim, action, or demand for which indemnity is required in the reasonable opinion of

UCS and will cooperate reasonably with Awarded Contractor at Awarded Contractor’s expense.

Any law firm Awarded Contractor chooses to defend UCS must be experienced in defending similar claims and will be subject to UCS approval, which will not be unreasonably withheld.

Awarded Contractor may not settle any lawsuit or matter relating to the culpability or liability of

UCS without the prior written consent of UCS. UCS reserves the right to participate in any defense of a claim and/or to be represented by counsel of its own choosing at its own expense.

Awarded Contractor shall also defend, indemnify, and hold UCS harmless from and against any and all damages, expenses (including reasonable attorneys' fees), claims, judgments, liabilities and costs in any action for infringement of a patent, copyright, trademark, trade secret or other proprietary right arising out of the awarded contract.

Independent Contractor Status

It is expressly understood and agreed that the Awarded Contractor’s status shall be that of an independent provider of services and that no officer, employee, servant or subcontractor of the

Awarded Contractor is an employee of the UCS, OCA or State of New York. The Awarded

Contractor(s) shall be solely responsible for the work, assignment, compensation, benefits, and personal conduct and standards of all such persons assigned to the provision of services. Nothing herein shall be construed to impose any liability or duty on the UCS, OCA or State of New York to persons, firms, consultants corporations, or other organizations employed or engaged by the

Awarded Contractor(s), either directly or indirectly, in any capacity whatsoever, nor shall the

UCS, OCA or State of New York be liable for any acts, omissions, liabilities, obligations or taxes of any nature including, but not limited to, unemployment and Workers’ Compensation insurance of the Awarded Contractor(s) or any of its employees or subcontractors.

Inspection of Bidder’s/Awarded Contractor’s Facilities

The UCS/OCA reserves the right to inspect bidder’s proposed facilities, as part of the bid evaluation. Subsequent to award, Awarded Contractor’s facilities shall be made available for periodic inspection. In all instances, advance notification will be communicated by appropriate

UCS personnel.

Intellectual Property

If Awarded Contractor(s) is required to produce specially commissioned materials pursuant to the awarded contract (the “Work”), whether in written form, on tape, on computer-readable media, or in another tangible or intangible form, Awarded Contractor acknowledges and agrees that UCS shall have the option to: (i) retain a royalty-free, nonexclusive and irrevocable right to reproduce, publish, or otherwise use the Work; or (ii) be the sole owner of the Work (the Work shall be considered a "work made for hire”), for Work generated under the awarded contract at no additional cost to UCS.

Minor Bid Irregularities

Provided the same will not materially benefit or disadvantage any particular bidder or substantially alter the requirements of this bid, UCS may: (i) waive technicalities; (ii) waive minor irregularities, omissions or incompletions in the bid or a bid response; (iii) waive any bid requirements that are unmet by all bidders; (iv) consider any and/or all alternatives and/or enhancements suggested by the successful bidder; or (v) make an award under the bid in whole or in part and negotiate contract terms and conditions with the successful bidder to meet UCS requirements consistent with such award.

Notice of Substantial Change in Contractor’s Status

In addition to complying with the requirements of State Finance Law Section 138 (requiring prior approval of subcontractors and assignments or conveyances), Contractor shall notify UCS of any substantial change in the ownership, membership, or financial viability of the Awarded

Contractor(s) in writing immediately upon its occurrence. “Substantial change” means: (i) sales, acquisitions, mergers, or takeovers of the Contractor, its affiliates, subsidiaries, divisions, or partners that result in a change in the controlling ownership or assets of such entity after the submission of the bid; (ii) entry of an order for relief under Title 11 of the U.S. Code; (iii) the making of a general assignment for the benefit of creditors; (iv) the appointment of a receiver of

Awarded Contractor’s business or property or that of its affiliates, subsidiaries, divisions, or partners; or action by Awarded Contractor, its affiliates, subsidiaries, divisions, or partners under any State insolvency or similar law for the purposes of its bankruptcy, reorganization, or liquidation; or (v) court-ordered liquidation of Awarded Contractor, its affiliates, subsidiaries, subdivisions, or partners.

Upon UCS’s receipt of such notice it shall have thirty (30) business days to review the information. Awarded Contractor may not transfer the Contract to or among affiliates, subsidiaries, divisions, or partners, or to any other person or entity, without the express written consent of UCS. In addition to any other remedies available at law or in equity, UCS shall have the right to cancel the Contract, in whole or in part, for cause, if it finds, in its sole judgment, that such substantial change adversely affects the delivery of services is otherwise not in the best interests of UCS.

Online RFP Package: Disclaimer

Bidders accessing any UCS/OCA solicitations and related documents from the New York State

UCS website https://www.nycourts.gov/grants-contracts-procurement/current-solicitationsunder

“Current Solicitations” shall remain solely and wholly responsible for reviewing the respective solicitation and bid documents on the internet regularly, up to the scheduled date and time of the bid/proposal due date, to ensure their knowledge of any amendments, addenda, modifications, or other information affecting the solicitation or bid documents in question.

Payment

Payments to the Awarded Contractor shall be made quarterly in arrears and on a quarterly reimbursement basis unless otherwise specified in the contract resulting from this RFP. The frequency of payments in arrears shall be determined between UCS and the Awarded Contractor.

Payment shall be made quarterly in arrears and shall be made within thirty (30) days upon receipt and acceptance by UCS of written or electronic invoices or other specified documents submitted by the Awarded Contractor.

Notwithstanding the foregoing, at the sole discretion of UCS, and subject to the availability of funds, advance payment of up to twenty-five percent (25%) of the annualized funding amount allocated for each budget period may be available for awarded contracts with not-for-profit organizations.

Payment for services performed under the awarded contract shall be conditioned upon the acceptance and approval of such services. Payment shall also be conditioned on whether those services are sufficiently complete both in accordance with the RFP specifications and to the extent necessary for UCS to utilize those services for their intended purpose.

Pricing

All pricing submitted pursuant to the solicitation shall be net and include all costs for the performance of all services required under this solicitation, including transportation costs.

Other than the pricing submitted on the required Budget Form, there shall be no other charge, cost, reimbursement or expense of any kind payable by UCS in connection with, or arising from, Awarded Contractor’s performance of the services set forth herein. Awarded Contractor(s) shall be solely responsible for all costs and expenses incurred in connection with the performance of such services.

Pricing shall be submitted only on, and in the format prescribed by, the required Budget Form.

Bidder must quote pricing and compute all price extensions prompted by the required Budget

Form. In the event of a bidder’s miscalculation, the unit price will prevail. UCS reserves the right to make mathematical corrections based on unit price(s). Pricing in the awarded contract for amounts in increments not equal to pricing units indicated in the required Budget Form will be prorated accordingly.

Rejected and Unacceptable Bids/Proposals/Awards

UCS reserves the right to reject any and all proposals or bids submitted in response to this solicitation. In addition, UCS may reject any bids/proposals from any bidders who are in arrears to the State of New York upon any debt or performance of any contract; or who have previously defaulted on any contractual obligations (as contracting party, surety or otherwise) or on any obligation to the State of New York; or who have been declared not responsible or disqualified by any agency of the State of New York, or who have any proceeding pending against them relating to the responsibility or qualification of the bidders to receive public contracts, whose proposal is incomplete or otherwise non-responsive in any material respect; or who are found to be non-responsible based on any of the criteria specified in the section headed “Responsible

Bidder.”

UCS also reserves the right to reject any bidder: (i) whose facilities and/or resources are, in the opinion of OCA, inadequate or too remote from the UCS locations to render services in a timely manner in accordance with all requirements of this solicitation; (ii) who does not provide references in accordance with the bid specifications, or whose references report significant failure to comply with specifications; or (iii) who are otherwise, in the opinion of OCA, unable to meet specifications.

UCS further reserves the right to set aside a bid award to a successful bidder if it is unsuccessful in negotiating a satisfactory contract within a time frame acceptable to the UCS, in which event

UCS may then invite the next responsible and responsive bidder with the next highest evaluation score to enter into negotiations for purposes of executing a contract.

Responsible Bidder

A bidder shall be defined as “responsible” in accordance with, but not limited to: references, past performance history, financial stability, responses to the Vendor Responsibility Questionnaire

(see Attachment III-Vendor Responsibility Questionnaire), the criteria set forth in the paragraph headed “Rejected and Unacceptable Bids/Proposals/Awards,” as well as any other criteria necessary and reasonable to establish the bidder’s responsibility.

Silence of the Specifications

The apparent silence of the specifications contained as part of this package as to any detail or to the apparent omission of a detailed description concerning any point, shall be regarded as meaning that only the best commercial practices are to prevail. All interpretations of these specifications shall be made on the basis of this statement.

Subcontracting

Subcontracting, and any other transfer of any duties or obligations to be performed hereunder, will be permitted only with the prior written consent of UCS to the proposed subcontractors. In the event that bidder proposes to use one or more subcontractors, the specific subcontractors and the services proposed to be performed by such subcontractors, must be listed in bidder’s proposal. All subcontracts shall be in writing and contain provisions which are functionally identical to, and consistent with, the provisions of the contract. Unless waived in writing by

UCS, all subcontracts between the Contractor and subcontractors shall expressly name UCS as the sole intended third-party beneficiary of such subcontract. UCS reserves the right to review, approve, or reject any subcontract, as well as any amendments to said subcontract(s), and this right shall not make the UCS or the State of New York a party to any subcontract or create any right, claim, or interest in the subcontractor or proposed subcontractor against UCS or the State.

The Awarded Contractor(s) will be the prime contractor and will be responsible for all services required by this RFP. The UCS will communicate only with Awarded Contractor(s), and the

Awarded Contractor(s) shall remain wholly liable for the performance by, and payment to, any such subcontractors, their employees, agents, consultants or representatives. UCS may require subcontractors to provide evidence of insurance, as applicable, prior to UCS approval. If total compensation to any subcontractor exceeds $100,000 in the aggregate, the subcontractor must submit and certify a Vendor Responsibility Questionnaire.

Awarded Contractor shall give UCS immediate notice in writing of the initiation of any legal action or suit which relates in any way to a subcontract with a subcontractor or which may affect the performance of the Awarded Contractor’s duties under the Awarded Contract.

Termination

A. FOR CONVENIENCE

By written notice, the Contract may be terminated at any time by UCS for convenience upon thirty (30) days’ written notice without penalty or other early termination charges due. Such termination of the Contract shall not affect any project or purchase order that has been issued under the Contract prior to the date of such termination. If the Contract is terminated pursuant to this paragraph, UCS shall remain liable for all accrued but unpaid charges incurred through the date of termination.

B. FOR BUDGET MODIFICATION

1. Notwithstanding any other provision contained in this RFP, if the UCS Budget

(“Budget”) is modified (a “Budget Modification”, defined in subsection 2 below) for any State fiscal year included in the term of the Contract, in whole or in part, such that

UCS determines, in its sole discretion, that it is necessary to reduce, eliminate or otherwise modify the budget allocation covering payment thereunder, UCS shall have the option to terminate the Contract upon not less than thirty (30) days’ notice to

Awarded Contractor, without liability for costs, expenses or damages as a result thereof.

2. For purposes of this subsection, Budget Modification shall mean and include, with respect to the Budget or any appropriation contained therein:

i. any reduction, elimination or restriction upon access thereto as provided by law; or

ii. any restriction placed on UCS spending authority, including any restriction imposed by UCS upon itself in response to a request of the

Executive or Legislative Branch of government.

3. Termination hereunder shall be further governed by the termination provisions contained in the Contract, as applicable.

C. FOR CAUSE

UCS may terminate the Contract upon written notice to Awarded Contractor if the

Awarded Contractor defaults in the observance or performance of any of the terms and conditions of the Contract, and such default is not remedied within thirty (30) days after such notice has been delivered to Awarded Contractor specifying the occurrence, omission, or failure giving rise to such default. In such event, UCS may complete the contractual requirements in any matter it may deem advisable and pursue available legal or equitable remedies for breach. Early termination of the Contract for cause may result in, among other consequences, exercising any or all remedies available to UCS and New York State, the

Awarded Contractor both being declared non-responsible by the UCS/OCA, pursuant to the UCS and Office of the State Comptroller’s guidelines on vendor responsibility, and/or the Awarded Contractor’s removal from the UCS/OCA’s bidders list for future solicitations.

No failure by UCS to insist upon the strict performance of any covenant, term, or condition of the Contract, or to exercise any right or remedy consequent upon a breach thereof, and no acceptance of full or partial performance during the continuance of any such breach, shall constitute a waiver of any such breach or such covenant, term, or condition. No covenant, term, or condition of the Contract to be performed or complied with by Awarded

Contractor, and no breach thereof, shall be waived, altered, or modified except by a written instrument executed by UCS. No waiver of any breach shall affect or alter the Contract but each and every covenant, term, and condition of the Contract shall continue in full force and effect with respect to any other then existing or subsequent breach thereof.

D. FOR FINDINGS RELATED TO VENDOR RESPONSIBILITY

UCS may, in its sole discretion, terminate the Contract immediately if it finds at any time during the term of the Contract that the Awarded Contractor is non-responsible or that any information provided in the Vendor Responsibility Questionnaire submitted with Awarded

Contractor’s bid was materially false or incomplete, or if the Awarded Contractor fails to timely or truthfully comply with UCS’s request to update its Vendor Responsibility

Questionnaire.

E. FOR SUSPENSION OR DELISTING OF CONTRACTOR’S SECURITIES

If the Awarded Contractor’s securities are suspended or delisted by the New York Stock

Exchange, the American Stock Exchange, or the NASDAQ, as applicable, if the Awarded

Contractor ceases conducting business in the normal course, becomes insolvent, makes a general assignment for the benefit of creditors, suffers or permits the appointment of a receiver for its business or assets or avails itself of or becomes subject to any proceeding under the Federal Bankruptcy Act or any statute of any state relating to insolvency or the protection of rights of creditors, UCS may, in its sole discretion, terminate the Contract immediately or exercise such other remedies as shall be available under the Contract, at law, or in equity.

Unified Court System Self-Insurance

UCS, a New York State governmental entity, is self-retained for risk of loss and liability