RFQ S1613 (final - published)_061726.pdf

REQUEST FOR QUOTE #S-1613

RECRUITMENT SEARCH SERVICES FOR EXECUTIVE DIRECTOR OF DESIGN

& CONSTRUCTION

PROPOSALS WILL BE ACCEPTED ON A ROLLING BASIS UNTIL UPSTATE CLOSES THE RFQ OR ISSUES

A TENATIVE NOTICE OF AWARD.

The State University of New York (“SUNY”) Upstate Medical University (“Upstate”) will receive quotes from potential offerors (the “Offeror”) interested in providing recruitment services to fill a vacancy at Upstate for an Executive Director of Design & Construction. Offerors interested in providing a proposal may submit such document as outlined in this RFQ.

1. Important Notice to Interested Offerors

This procurement is subject to New York State Finance Law §§139-j & -k, also known as the Procurement Lobbying Law. Therefore, Offerors are cautioned that the only permissible contact for this procurement is the person(s) listed below. Contacting any other person at SUNY Upstate in connection with this procurement may constitute a violation of New York State Finance Law. Failure to comply with this requirement can range from no contract award to debarment from conducting business with any NYS agency.

Designated Contact(s): Julia Salerius (SaleriuJ@upstate.edu)

(315) 464-5720 Contract Assistant

Dan Arnold (ArnoldD@upstate.edu)

(315) 464-5720

Director of Contracts and Campus Purchasing

Technical Contact(s): Timothy O’Hara (OHaraTi@upstate.edu)

(315) 297-1600 Assistant Vice President (“AVP”) for Facilities & Planning

Please use the addresses below for written correspondence, including documents in original or hardcopy form.

Mailing Address (FedEx/UPS): SUNY Upstate Medical University

(preferred, with tracking) Attn: Contracts, SLC 2050 650 South Salina St.

Syracuse, New York 13202

Mailing Address (USPS): SUNY Upstate Medical University

Attn: Contracts, SLC 2050 750 East Adams St.

Syracuse, New York 13210

RFQ S-1613 1

mailto:SaleriuJ@upstate.edu mailto:ArnoldD@upstate.edu mailto:OHaraTi@upstate.edu

2. Purpose; Objective

The purpose of this Request for Quote (the “RFQ”) is to procure the services of recruitment firm to assist filling Upstate’s vacant Executive Director of Design & Construction (the “ED”). The ED will provide leadership, coordination and administrative oversight to the design, construction and facilities engineering departments for major capital projects, interior renovations, and special projects as assigned. This position is responsible for ensuring that the planning, design, and construction of capital projects are completed accurately, effectively, and in accordance with the requirements of the Hospital, College, and other regulatory agencies. This role will ensure collaboration with other facilities departments for long term, short term, and operational needs.

Upstate will evaluate candidates on an ongoing basis. The RFQ will close upon the successful hiring of a candidate, at which time a contract will be awarded to the Offeror who submitted the successful candidate (the “Successful Offeror”).

3. About SUNY; Upstate Medical University

The State University of New York (“SUNY”) is the largest comprehensive university system in the United States, educating more than 467,000 students in more than 7,500 degree and certificate programs on 64 campuses with nearly 3 million alumni around the globe. SUNY is committed to reduce administrative costs, maximize efficiencies, and move resources toward academics and student services.

SUNY Upstate Medical University located in Syracuse, New York, is the only academic medical center in Central New York. With an operating budget of approximately $1.8 billion, it is the region's largest employer with approximately 10,100 employees and generates more than $2.5 billion in economic impact for the State of New York.

The Upstate University Health System serves more than 1.8 million people, often the most seriously ill and injured. The Hospital provides highly specialized inpatient and outpatient services, with nearly 35,000 admissions in 2018. Upstate had more than 106,000 visits in its three emergency rooms: 2 adult and 1 pediatric and 617,217 outpatient encounters in 2018. Upstate has 70 specialty clinics, which saw 460,000 of its outpatient visits. Patients also have access to additional clinics, through UUMAS, Upstate University Medical Associates at Syracuse, Inc. UUMAS is a 501(c)3 not-for-profit university faculty practice corporation, which serves as the umbrella organization of the 19 clinical departmental practices, Medical Service Groups (MSGs), within the College of Medicine.

Upstate has a total of 800 licensed beds at its two hospital campuses: the downtown campus (“University Hospital”), located at 750 East Adams St., Syracuse, New York with 486 licensed beds, and Upstate University Hospital Community Campus (“Community Hospital”) located at 4900 Broad Road, Syracuse, New York, with 314 licensed beds. The Upstate Golisano Children’s Hospital (“UGCH”) crowns the east tower of the downtown campus. Collectively, these hospitals are referred to herein as “Hospital”.

4. Bidder Experience; Requirements

(a) Upstate is seeking proposals from Offerors that can provide the services necessary to achieve the purpose and objective as stated in Section 2 (Purpose; Objective) and further addressed in Section 5 (Scope of Work; Deliverables) of this RFQ (the “Services”). To be considered for an Agreement, Successful Offeror shall meet the following minimum requirements:

i. Be eligible to conduct business in the State of New York.

ii. Has been in business for and has experience providing Services for at least five (5) years.

iii. Provide three (3) current references from clients using analogous Services, of which are in similar size and scope to Upstate.

iv. Offeror must provide a list of accounts where a contract was terminated by the client within the past

RFQ S-1613 2

five (5) years and explain the cause of termination.

(b) By responding to this RFQ, Offeror agrees to the terms and conditions set forth herein, including Exhibit C

(Agreement Template), which is incorporated herein by reference and made a part of this RFQ.

5. Services Scope of Work; Deliverables

(a) Offeror shall conduct a professional recruitment search for one (1) Executive Director of Design &

Construction, as described in Exhibit B (Job Description), which is incorporated herein by reference and made part of this RFQ.

(b) Offeror will check references and screen all candidates from all sources and will forward only qualified finalists to Upstate. Moreover, Offeror will ensure potential candidate screening includes the following:

i. verification of employment history;

ii. verification of degree and licenses (if applicable);

iii. verifying candidate is not excluded from any federal health care programs, including Medicaid and Medicare (i.e., OIG Excluded Entities & Individuals).

(c) Proof of verification and screening for the final selected candidate will be requested.

(d) All services shall be provided in accordance with state and federal regulations, and the policies and procedures of SUNY Upstate, amongst others.

6. Guarantee Period; Contract Term

(a) Successful Offeror shall provide Upstate with a guarantee period of six (6) months commencing upon the candidate’s first day of employment with Upstate (the “Guarantee Period”). If during Guarantee Period, Upstate is not satisfied with the performance of the employee, for any reason, or the candidate leaves for unjust cause, or is terminated for cause, Successful Offeror will conduct a replacement search at no additional cost to Upstate.

(b) The term of Agreement shall commence upon final signature (the “Effective Date”) and terminate upon conclusion of Guarantee Period.

i. Tentative award of Agreement shall be made in accordance with §8 (Award Method) of this RFQ.

7. Fees; Travel & Lodging; Related Expenses

(a) Professional Fees: The Offeror’s proposed compensation shall be stated as a percentage (%) of the placed candidate’s first-year salary (the “Fee”).

i. Submission of the Offeror’s proposed Fee shall constitute a firm, irrevocable offer to provide the

Services at the proposed Fee for ninety (90) days from the date of submission. Following expiration of the ninety (90) day period, the proposal shall remain in effect unless withdrawn by the Offeror in writing by an authorized representative. Submission of a revised proposal to Upstate shall commence a new ninety (90) day firm-offer period.

ii. Offeror may, in addition to the Fee, submit an alternate fee structure and/or alternate guarantee period other than the six (6) month Guarantee Period set forth herein (collectively, the “Alternate Proposal”); provided, however, that submission of an Alternate Proposal shall not obligate Upstate to accept or consider such Alternate Proposal, and Upstate reserves the right, in its sole discretion, to reject any Alternate Proposal and award, if any, based on the Fee and Guarantee Period required by this RFQ.

iii. The Fee shall be payable only after the candidate identified, recruited, and referred by the Successful Offeror has satisfactorily completed all required pre-employment screening and onboarding requirements and remains actively employed by Upstate for ten (10) workdays following commencement of employment, which shall constitute one (1) pay period.

iv. No Fee shall be earned or payable for any candidate who submitted an application through Upstate’s website prior to referral by the Successful Offeror. If a candidate is referred by more than one (1) recruitment firm, compensation shall be payable only to the firm that first referred the candidate to Upstate, provided the candidate is hired. If a candidate is referred by multiple firms at substantially

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the same time, the firm proposing the lowest Fee shall be deemed the Successful Offeror for compensation purposes.

(b) Travel & Lodging: Upstate will reimburse necessary travel costs (e.g., airfare, hotel accommodations, ground transportation, parking, and meals) in accordance with New York State travel guidelines (the “Expenses”).

i. Airfare shall be coach only – no premium/specialty seating.

ii. Lodging and meals (less alcohol) shall be reimbursed in accordance with GSA per diem rates

(https://www.upstate.edu/travel/perdiem.php).

iii. All reimbursements must be accompanied by itemized receipts.

iv. Travel and expenses over FIVE HUNDRED DOLLARS ($500.00) must be approved by Upstate’s in advance of such expenses being incurred.

(c) Reimbursable Expenses: No reimbursable expenses, costs, or charges other than those expressly authorized herein shall be reimbursable under the resulting Agreement.

(d) Maximum Fees and Expenses: Total Fees and Expenses payable under this Agreement shall not exceed ONE

HUNDRED TWENTY-FOUR THOUSAND NINE-HUNDRED AND NINETY-NINE DOLLARS ($124,999.00).

8. Award Method

(a) Upstate may make a tentative award to the Offeror whose proposed candidate is selected by Upstate for further consideration. This RFQ shall remain open on a rolling basis until Upstate issues a tentative award to a Successful Offeror, unless otherwise amended, suspended, or withdrawn by Upstate in its sole discretion (the “Open Period”).

(b) Upstate will evaluate candidates on an ongoing basis and endeavors to evaluate candidates as quickly as possible. Technical Contact will notify Offeror when Upstate declines a candidate for consideration.

(c) Offerors are to submit candidate résumés for consideration to Timothy O’Hara, Assistant Vice President for Facilities & Planning (OHaraTi@upstate.edu) (the “Technical Contact”). Offerors are encouraged to continuously canvass the labor market; however, please notify Technical Contact if a candidate is no longer under consideration.

9. Offeror’s Written Response; Cost Proposal

Offerors are asked to provide a proposal, which shall detail how Offeror intends to provide Services. Please supply any additional relevant information or attachments with your submission. Provide the information in your response in the exact order as listed below.

a. Response to Purpose and Objective:

i. Describe in sufficient detail your firm’s understanding of the needs and goals outlined in this RFQ and address how Services shall be delivered to achieve such objectives.

b. Offeror Qualifications:

i. Provide an executive summary, including:

• Company history; and

• Company location and size; and

• How long the company has been in business; and

• Describe the company’s experience with academic medical centers.

ii. Provide evidence (e.g., Certificate of Authority) of Offeror’s eligibility to conduct business in the State of New York.

iii. Describe in detail the Offeror’s experience providing the Services outlined in this RFQ.

iv. Provide contact information for three (3) references, one (1) of which must be a Cancer Center program.

v. Identify the name and describe the qualifications (i.e., background, education, and professional experience) of the account manager and team members providing Services, if awarded the Agreement.

vi. Offeror must disclose other similar projects that could potentially be seen as a conflict of interest

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https://www.upstate.edu/travel/perdiem.php mailto:OHaraTi@upstate.edu with this RFQ for other healthcare organizations and academic medical centers. If no such projects exist, please so indicate.

c. Response to Scope and Deliverables:

i. Provide an overview of the services that Offeror can provide, including specific information on scope of work outlined in Section 4, Scope of Work and Deliverables, of RFQ. The narrative should include the experience Offeror has with providing the services and familiarity with applicable laws and regulations governing outpatient oncology services.

d. Cost Proposal:

i. Offeror’s proposal shall include a monthly, all-inclusive fee for Services.

ii. Fee shall include all costs, including direct and indirect expenses, for Services.

iii. Pricing shall remain firm for the term of the Agreement, including renewal options.

10. Determination of Offeror Responsibility

New York State procurement law requires that state agencies award contracts only to responsible Offerors.

Additionally, the New York State Comptroller must be satisfied that a proposed Offeror is responsible before approving a contract award under Section 112 of the State Finance Law. Section 163 of the New York State Finance Law ("SFL") requires that contracts for services and commodities be awarded based on lowest price or best value "to a responsive and responsible offeror". Section 163(9) (f) of the SFL requires that prior to making a contract award, each contracting agency shall make a determination of responsibility of the proposed Offeror.

In accordance with these procurement laws, the College will conduct an affirmative review of Offeror responsibility for all organizations or firms with which it conducts business. In doing so, Offerors are required to file the required Offeror Responsibility Questionnaire online via the New York State VendRep System or may choose to complete and submit a paper questionnaire. To enroll in and use the VendRep System, see the instructions from the Office of State Comptroller (“OSC”), online at https://www.osc.ny.gov/state-vendors/vendrep/vendrep-system. For VendRep System user assistance, the OSC Help Desk may be reached at 866-370-4672 or 518-408-4672 or by email at ITServiceDesk@osc.ny.gov. Offerors opting to file a paper questionnaire may obtain the appropriate questionnaire from the VendRep website (https://www.osc.ny.gov/state-vendors/vendrep/vendor-responsibility-forms).

In addition:

1. General Responsibility: The Offeror shall at all times during the contract awarded term remain responsible.

The Offeror agrees, if requested by the SUNY Chancellor or his or her designee, to present evidence of its continuing legal authority to do business in New York State, integrity, experience, ability, prior performance, and organizational and financial capacity.

2. Suspension of Work for Non-Responsibility: The SUNY Chancellor, in his or her sole discretion, reserves the right to suspend any or all activities under the contract awarded, at any time, when he or she discovers information that calls into question the responsibility of the Offeror. In the event of such suspension, the Offeror will be given written notice outlining the particulars of such suspension. Upon issuance of such notice, the Offeror must comply with the terms of the suspension order. Contract activity may resume at such time as the SUNY Chancellor or his or her designee issues a written notice authorizing a resumption of performance of the contract awarded.

3. Termination for Non-Responsibility: Upon written notice to the Offeror and a reasonable opportunity to be heard with appropriate SUNY officials or staff, the SUNY Chancellor or his or her designee at the Offeror’s expense, where the SUNY Chancellor determines the Offeror or his or her designee to be non-responsible may terminate the contract awarded. In such event, the SUNY Chancellor or his or her designee may complete the contractual requirements in any manner he or she may deem advisable and pursue available legal or equitable remedies for breach.

11. Compliance with Freedom of Information Law

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https://www.osc.ny.gov/state-vendors/vendrep/vendrep-system https://www.osc.ny.gov/state-vendors/vendrep/vendrep-system mailto:ITServiceDesk@osc.ny.gov mailto:helpdesk@osc.state.ny.us https://www.osc.ny.gov/state-vendors/vendrep/vendor-responsibility-forms

All proposals submitted for the College's consideration and any resulting contract is subject to the New York State Freedom of Information Law (“FOIL”), contained in Article 6 of the New York State Public Officer's Law.

Offeror must submit with its proposal completed Attachment 6; specifically (i) identifying the page number(s), line(s) or other appropriate designation(s) containing such information Offeror feels in its proposal constitutes a trade secret, should be treated as confidential and should not be disclosed upon a request pursuant to a FOIL;

(ii) explaining in detail why such information is a trade secret or confidential; and (iii) formally request that such information be held as confidential. Offerors failure to submit Attachment 6 with its proposal will constitute a waiver by the Offeror of any rights it may have under Section 89(5) of the Public Officers' Law relating to protection of trade secrets. The proprietary nature of the information designated confidential by the Offeror may be subject to disclosure if ordered by a court of competent jurisdiction. A request that an entire proposal be kept confidential is not advisable, because a proposal cannot reasonably consist exclusively of proprietary information.

12. SUNY Reserved Rights

a. Reject any and all proposals received in response to this RFQ.

b. Reject any or all portions of any proposal, to negotiate terms and conditions consistent with this RFQ and to make an award for any or all remaining portions.

c. Withdraw the RFQ at any time, at SUNY’s sole discretion.

d. Make an award in whole or in part.

e. Disqualify any Offeror whose conduct and/or proposal fails to conform to the requirements of the RFQ.

f. Use proposal information obtained through site visits, management interviews and the state’s investigation of a Offeror’s qualifications, experience ability or financial standing, and any material or information submitted by the Offeror in response to SUNY’s request for clarifying information, in the course of evaluation and/or selection under the RFQ.

g. Prior to the submission date, amend the RFQ specifications to correct errors of oversights, or to supply additional information, as it becomes available.

h. Request certified audited financial statements for the past three (3) completed fiscal years and/or other appropriate supplementation including, but not limited to, interim financial statements and credit reports.

i. Request references and contact any or all references.

j. Adjust or correct cost or cost figures with the concurrence of the Offeror if mathematical or typographical errors exist.

k. Advise the Successful Offeror of an objectionable employee(s) and/or subcontractor(s).

l. Waive requirements or amend this RFQ

m. Negotiate with Offeror responding to this RFQ within the requirements necessary to serve the best interests of SUNY.

n. Begin contract negotiations with another Offeror to serve the best interests of SUNY should contract negotiations with the Successful Offeror be unsuccessful within a time frame acceptable to SUNY.

o. Request clarifications from Offerors for purposes of assuring a full understanding of responsiveness and permit revisions from all potential awardees prior to award.

p. Award no contract

13. General Contract Terms and Conditions

a. SUNY Exhibits A & A-1: The State University of New York Standard Contract Clauses dated June 21, 2023, (Exhibit A) and Affirmative Action Clauses dated March 31, 2020, (Exhibit A-1) will be incorporated into any resulting agreement with the highest precedence.

b. Reserved.

c. Restrictions on the Activities of Current and Former State Officers and Employees: All Offeror’s employees must be aware of and comply with the requirements of the New York State Public Officers Law, all other appropriate provisions of New York State Law and all resultant codes, rules and regulations from State laws establishing the standards for business and professional activities of State employees and governing

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the conduct of employees of firms, associations and corporations in business with the State. The Offeror and their employees are cautioned that the hiring of former state employees may violate the Ethics Law.

The governing provisions are set forth in the New York State Public Officers Law §§ 73 and 74, and the underlying principle of law is to prevent conflicts of interest and encourage ethical behavior. The law may be found on the following website: http://www.jcope.ny.gov/about/laws_regulations.html. Failure to comply with those provisions may result in termination of the Agreement and/or other civil or criminal proceedings as required by law.

d. Subcontractors, Partners, Joint Ventures and other Third-Party Participants (“Subcontractor”):

i. Prior to commencing services, the Offeror shall submit a statement to SUNY describing the portion of the work and materials which subcontractors are to perform and must furnish any other information to document that such subcontractors have the necessary facilities, skill, integrity, past experience and financial resources to perform the work in accordance with the terms and provisions of the Agreement. If SUNY finds that the subcontractors are qualified, it will so notify the Offeror within ten (10) business days following receipt of Offeror’s written statement described above. If SUNY determines that a subcontractor is not qualified, it will so notify the Offeror. The Offeror must, within ten (10) business days thereafter, submit a written statement as described above with respect to other proposed subcontractors, unless the Offeror decides to do such work itself and in SUNY’s opinion is qualified to do such work.

ii. SUNY’s approval of a subcontractor shall not relieve the Offeror of any of its responsibilities, duties and liabilities under the Agreement. The Offeror shall be solely responsible to SUNY for the acts, omissions or defaults of such subcontractors and of such subcontractors' officers, agents and employees, each of whom shall, for this purpose, be deemed to be the agent or employee of the Offeror to the extent of its subcontract. No provisions of the awarded contract shall create or be construed as creating any contractual relation between SUNY and any subcontractor or with any person, firm or corporation employed by, contracted with or whose services are utilized by the Offeror.

iii. The Offeror shall be fully responsible for the administration, integration, coordination, direction and supervision of all of its subcontractors and of all work. Offeror shall check requirements of the work and coordinate and adjust as required so that conflicts in time, workspace, equipment and supplies do not occur in the work being performed by the Offeror with its own employees and the work being performed by its subcontractors.

iv. No subcontractor shall be permitted to work until it has furnished satisfactory evidence to SUNY of the insurance required by law.

v. The Offeror shall execute a written agreement with each of its subcontractors and shall require all subcontractors to execute with their sub subcontractors a written agreement which shall bind each to the terms and provisions of the prime contract awarded, insofar as such terms and provisions are applicable to the work to be performed by such subcontractors. The Offeror shall require all subcontractors and sub subcontractors to promptly, upon request, file with SUNY a copy of such agreements upon request, from which the price and terms of payment may be deleted.

e. Reserved.

f. Confidentiality/Freedom of Information Law: The resulting Agreement is subject to the New York State

Freedom of Information Law (“FOIL”), contained in Article 6 of the New York State Public Officer’s Law.

Therefore, if an Offeror believes that any information in its proposal constitutes a trade secret, should be treated as confidential and should not be disclosed upon a request pursuant to FOIL, Offeror shall submit with its proposal a separate letter addressed to: SUNY Upstate, Internal Audit, Attn: Records Access Officer, 750 East Adams Street, Syracuse, New York 13210 specifically (i) identifying the page number(s), line(s) or other appropriate designation(s) containing such information; (ii) explaining in detail why such information is a trade secret or confidential; and (iii) formally request that such information be held as confidential. Offeror’s failure to submit such a letter with its proposal will constitute a waiver by the Offeror of any rights it may have under Section 89(5) of the Public Officers'

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Law relating to protection of trade secrets. The proprietary nature of the information designated confidential by the Offeror may be subject to disclosure if ordered by a court of competent jurisdiction.

A request that an entire proposal be kept confidential is not advisable, because a proposal cannot reasonably consist exclusively of proprietary information.

g. False Claims: SUNY Upstate is required by law to provide information to all of its contractors and agents regarding the Federal False Claims Act, New York State Laws regarding civil or criminal penalties for false claims and payments, administrative remedies for false claims and statements, and whistleblower protections under these laws. Exhibit V, False Claims Information for Contractors and Agents of the State University of New York Upstate Medical University, of this Agreement satisfies this notification requirement, and by execution of this Agreement, Offeror acknowledges that it has received and understands the information provided therein.

h. Compliance:

i. Notwithstanding any other provision of this Agreement, the parties remain responsible for ensuring that any service provided pursuant to this Agreement complies with all pertinent provisions, as may be from time to time amended, of federal, New York state and local statutes, rules and regulations, and policies of the SUNY Board of Trustees.

ii. The parties recognize that this Agreement at all times is subject to applicable provisions, as may be from time to time amended, of federal, New York state, and local statutes, rules, and regulations, and policies of the State University of New York Board of Trustees. Any provision of law or regulation or judicial or administrative interpretation of same that invalidates, or otherwise is inconsistent with the terms of this Agreement that, in the reasonable judgment of either party, would cause one or both parties to be in violation of law or regulation shall be deemed to have suspended the terms of this Agreement; provided, however, that the parties shall exercise their best efforts to accommodate the terms and intent of this Agreement to the greatest extent possible consistent with the requirements of law and regulations.

iii. If either party determines that a term of this Agreement, including the compensation to the Upstate’s medical service groups, is required to be modified or terminated for purposes of compliance with federal or New York State laws or regulations, or with the policies of the SUNY Board of Trustees, such party shall promptly notify the other party in writing of the determination, together with sufficient details supporting the determination. Within thirty (30) days of the foregoing notification, the parties shall renegotiate, in good faith, the term(s) required to be modified or terminated to ensure compliance with applicable laws, regulations and policies. If the parties are unable to make a good faith resolution within such thirty (30) day period, resolution will be attempted through the Institutional Compliance Committee. If the Institutional Compliance Committee is unable to resolve the issue within an additional thirty

(30) day period, either party may terminate this Agreement upon ten (10) days prior written notice to the other party or such earlier date as may be required by law, regulation or policy.

iv. Offeror, its employees, subcontractors, and agents shall be subject to and comply with Upstate’s institutional compliance program as it relates to services provided hereunder and report any compliance concerns that are applicable to their provision of services to Upstate hereunder. Upstate’s Compliance & Ethics Program Education is attached hereto as Exhibit T.

Offeror shall require its employees, subcontractors, and agents that are providing services to Upstate review Exhibit T prior to providing services to Upstate. Offeror shall maintain records demonstrating its compliance with the foregoing requirement for no less than six (6) years and provide a copy of such records to Upstate within fifteen (15) days of Upstate’s written request. Upstate may terminate this Agreement upon fifteen (15) days written notice in the event Offeror fails to comply with the provisions of this section and does not cure such non-compliance during such time period. In the event of such termination, Offeror shall provide Upstate with a pro-rated refund for all amounts paid in advance for the unexpired portion of the term.

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i. Exhibits. By responding to this RFQ, Offeror agrees to the terms and conditions set forth herein, including the exhibits listed below, which are incorporated herein by reference and made a part of this RFQ, including:

i. Exhibit A: State University of New York Standard Contract Clauses

ii. Exhibit A-1: State University of New York Affirmative Action Clauses (for contracts valued at greater than $25,000)

iii. Exhibit B: Job Description

iv. Exhibit C: Agreement Template

v. Exhibit T: Upstate Compliance & Ethics Program Education

vi. Exhibit V: False Claims Information for Contractors and Agents of the State University of New York Upstate Medical University

vii. Exhibit W: Consultant Services Reports Instructions, Form A and Form B

j. Attachments. Offeror must review, complete, sign (if applicable) and return attachments listed on

Attachment 1 (RFQ Submission Checklist).

14. Quote Submission; Deadline

(a) Offeror shall submit their proposal via email to the Designated Contacts provided in Section 1 (Important

Notice to Interested Offerors) of the RFQ.

(b) Responses will be accepted on a rolling basis until Upstate closes the RFQ or issues an award to a

Successful Offeror.

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Standard Contract Clauses State University of New York June 21, 2023 The parties to the attached contract, license, lease, amendment or other agreement of any kind (hereinafter, "contract") agree to be bound by the following clauses which are hereby made a part of the contract (the word "Contractor" herein refers to any party other than the State or State University of New York, whether a Contractor, licensor, licensee, lessor, lessee or any other party; the State University of New York shall hereinafter be referred to as “SUNY”):

1. EXECUTORY CLAUSE. In accordance with Section 41 of the State Finance Law, the State shall have no liability under this contract to the Contractor or to anyone else beyond funds appropriated and available for this contract.

2. PROHIBITION AGAINST ASSIGNMENT. In accordance with Section 138 of the State Finance Law, this contract may not be assigned by the Contractor or its right, title or interest therein assigned, transferred, conveyed, sublet or otherwise disposed of without the State’s previous written consent, and attempts to do so are null and void.

Notwithstanding the foregoing, such prior written consent of an assignment of a contract let pursuant to Article XI of the State Finance Law may be waived at the discretion of SUNY and with the concurrence of the State Comptroller where the original contract was subject to the State Comptroller’s approval, where the assignment is due to a reorganization, merger or consolidation of the Contractor’s business entity or enterprise.

SUNY retains its right to approve an assignment and to require that any Contractor demonstrate its responsibility to do business with SUNY. The Contractor may, however, assign its right to receive payments without SUNY’s prior written consent unless this contract concerns Certificates of Participation pursuant to Article 5-A of the State Finance Law.

3. COMPTROLLER'S APPROVAL. (a) In accordance with Section 112 of the State Finance Law, the State Comptroller’s approval is required for the following contracts: (i) goods, services, construction, and construction-related services for State University hospital or healthcare facilities which exceed $150,000; (ii) purchases utilizing an Office of General Services (OGS) centralized contract which exceed $200,000 (iii) goods, services, construction, and construction-related services not described in (i) or (ii) and which exceed $75,000;

(b) If this contract exceeds the threshold amounts listed above in Paragraph 3(a), or, if this is an amendment for any amount to a contract which, as so amended, exceeds said threshold amounts, or if, by this contract, the State agrees to give something other than money when the value or reasonably estimated value of such consideration exceeds $25,000, it shall not be valid, effective or binding upon the State, and the State shall bear no liability, until it has been approved by the State Comptroller and filed in his or her office.

4. WORKERS' COMPENSATION BENEFITS. In accordance with Section 142 of the State Finance Law, this contract shall be void and of no force and effect unless the Contractor shall provide and maintain coverage during the life of this contract for the benefit of such employees as are required to be covered by the provisions of the Workers' Compensation Law.

5. NON-DISCRIMINATION REQUIREMENTS. To the extent required by Article 15 of the Executive Law (also known as the Human Rights Law) and all other State and Federal statutory and constitutional non-discrimination provisions, the Contractor will not discriminate against any employee or applicant for employment, nor subject any individual to harassment, because of age, race, creed, color, national origin, citizenship or immigration status, sexual orientation, gender identity or expression, military status, sex, disability, predisposing genetic characteristics, familial status, marital status, or domestic violence victim status or because the individual has opposed any practices forbidden under the Human Rights Law or has filed a complaint, testified, or assisted in any proceeding under the Human Rights Law. Furthermore, in accordance with Section 220-e of the Labor Law, if this is a contract for the construction, alteration or repair of any public building or public work or for the manufacture, sale or distribution of materials, equipment or supplies, and to the extent that this contract shall be performed within the State of New York, Contractor agrees that neither it nor its subcontractors shall, by reason of race, creed, color, disability, sex, or national origin: (a) discriminate in hiring against any New York State citizen who is qualified and available to perform the work; or (b) discriminate against or intimidate any employee hired for the performance of work under this contract. If this is a building service contract as defined in Section 230 of the Labor Law, then, in accordance with Section 239 thereof, Contractor agrees that neither it nor its subcontractors shall by reason of race, creed, color, national origin, age, sex or disability: (a) discriminate in hiring against any New York State citizen who is qualified and available to perform the work; or (b) discriminate against or intimidate any employee hired for the performance of work under this contract. Contractor is subject to fines of $50.00 per person per day for any violation of Section 220-e or Section 239 as well as possible termination of this contract and forfeiture of all moneys due hereunder for a second or subsequent violation

6. WAGE AND HOURS PROVISIONS. If this is a public work contract covered by Article 8 of the Labor Law or a building service contract covered by Article 9 thereof, neither Contractor's employees nor the employees of its subcontractors may be required or permitted to work more than the number of hours or days stated in said statutes, except as otherwise provided in the Labor Law and as set forth in prevailing wage and supplement schedules issued by the State Labor Department. Furthermore, Contractor and its subcontractors must pay at least the prevailing wage rate and pay or provide the prevailing supplements, including the premium rates for overtime pay, as determined by the State Labor Department in accordance with the Labor Law. Additionally, effective April 28, 2008, if this is a public work contract covered by Article 8 of the Labor Law, the Contractor understands and agrees that the filing of payrolls in a manner consistent with Subdivision 3-a of Section 220 of the Labor Law shall be a condition precedent to payment by the State of any State- -approved sums due and owing for work done upon the project.

7. NON-COLLUSIVE BIDDING CERTIFICATION. In accordance with Section 139-d of the State Finance Law, if this contract was awarded based upon the submission of competitive bids, Contractor affirms, under penalty of perjury, that its bid was arrived at independently and without collusion aimed at restricting competition. Contractor further affirms that, at the time Contractor submitted its bid, an authorized and responsible person executed and delivered to SUNY a non-collusive bidding certification on Contractor’s behalf.

8. INTERNATIONAL BOYCOTT PROHIBITION. In accordance with Section 220-f of the Labor Law and Section 139-h of the State Finance Law, if this contract exceeds $5,000, the Contractor agrees, as a material condition of the contract, that neither the Contractor nor any substantially owned or affiliated person, firm, partnership or corporation has participated, is participating, or shall participate in an international boycott in violation of the federal Export Administration Act of 1979 (50 USC App. Sections 2401 et seq.) or regulations thereunder. If such Contractor, or any of the aforesaid affiliates of Contractor, is convicted or is otherwise found to have violated said laws or regulations upon the final determination of the United States Commerce Department or any other appropriate agency of the United States subsequent to the contract's execution, such contract, amendment or modification thereto shall be rendered forfeit and void. The Contractor shall so notify the State Comptroller within five (5) business days of such conviction, determination or disposition of appeal (2 NYCRR § 105.4).

9. SET-OFF RIGHTS. The State shall have all of its common law, equitable and statutory rights of set-off. These rights shall include, but not be limited to, the State 's option to withhold for the purposes of set-off any moneys due to the Contractor under this contract up to any amounts due and owing to the State with regard to this contract, any other contract with any State department or agency, including any contract for a term commencing prior to the term of this contract, plus any amounts due and owing to the State for any other reason including, without limitation, tax delinquencies, fee delinquencies or monetary penalties relative thereto. The State shall exercise its set-off rights in accordance with normal State practices including, in cases of set-off pursuant to an audit, the finalization of such audit by SUNY, its representatives, or the State Comptroller.

10. RECORDS. The Contractor shall establish and maintain complete and accurate books, records, documents, accounts and other evidence directly pertinent to performance under this contract (hereinafter, collectively, "the Records"). The Records must be kept for the balance of the calendar year in which they were made and for six (6) additional years thereafter. The State Comptroller, the Attorney General and any other person or entity authorized to conduct an examination, as well as SUNY and any other agencies involved in this contract, shall have access to the Records during normal business hours at an office of the Contractor within the State of New York or, if no such office is available, at a mutually agreeable and reasonable venue within the State, for the term specified above for the purposes of inspection, auditing and copying. SUNY shall take reasonable steps to protect from public disclosure any of the Records which are exempt from disclosure under Section 87 of the Public Officers Law (the "Statute") provided that: (i) the Contractor shall timely inform an appropriate SUNY official, in writing, that said Records should not be disclosed;

and (ii) said Records shall be sufficiently identified; and (iii) designation of said Records as exempt under the Statute is reasonable. Nothing contained herein shall diminish, or in any way adversely affect, SUNY’s or the State's right to discovery in any pending or future litigation.

11. IDENTIFYING INFORMATION AND PRIVACY NOTIFICATION.

(a) Identification Number(s). Every invoice or New York State Claim for Payment submitted to SUNY by a payee, for payment for the sale of goods or services or for transactions (e.g., leases, easements, licenses, etc.) related to real or personal property must include the payee's identification number. The number is any or all of the following: (i) the payee’s Federal employer identification number, (ii) the payee’s Federal social security number, and/or (iii) the payee’s Vendor Identification Number assigned by the Statewide Financial System. Failure to include such number or numbers may delay payment. Where the payee does not have such number or numbers, the payee, on its invoice or Claim for Payment, must give the reason or reasons why the payee does not have such number or numbers.

(b) Privacy Notification. (1) The authority to request the above personal information from a seller of goods or services or a lessor of real or personal property, and the authority to maintain such information, is found in Section 5 of the State Tax Law. Disclosure of this information by the seller or lessor to SUNY or the State is mandatory. The principal purpose for which the information is collected is to enable the State to identify individuals, businesses and others who have been delinquent in filing tax returns or may have understated their tax liabilities and to generally identify persons affected by the taxes administered by the Commissioner of Taxation and Finance. The information will be used for tax administration purposes and for any other purpose authorized by law. (2) The personal information is requested by the purchasing unit of SUNY contracting to purchase the goods or services or lease the real or personal property covered by this contract or lease. The information is maintained in the Statewide Financial System by the Vendor Management Unit within the Bureau of State Expenditures, Office of the State Comptroller, 110 State Street, Albany, New York 12236.

12. EQUAL EMPLOYMENT OPPORTUNITIES FOR MINORITIES AND WOMEN.

In accordance with Section 312 of the Executive Law and 5 NYCRR Part 143, if this contract is: (i) a written agreement or purchase order instrument, providing for a total expenditure in excess of $25,000.00, whereby a contracting agency is committed to expend or does expend funds in return for labor, services, supplies, equipment, materials or any combination

EXHIBIT A

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of the foregoing, to be performed for, or rendered or furnished to the contracting agency;

or (ii) a written agreement in excess of $100,000.00 whereby a contracting agency is committed to expend or does expend funds for the acquisition, construction, demolition, replacement, major repair or renovation of real property and improvements thereon; or

(iii) a written agreement in excess of $100,000.00 whereby the owner of a State assisted housing project is committed to expend or does expend funds for the acquisition, construction, demolition, replacement, major repair or renovation of real property and improvements thereon for such project, then the following shall apply and by signing this agreement the Contractor certifies and affirms that it is Contractor’s equal employment opportunity policy that:

(a) The Contractor will not discriminate against employees or applicants for employment because of race, creed, color, national origin, sex, age, disability or marital status, shall make and document its conscientious and active efforts to employ and utilize minority group members and women its workforce on State contracts and will undertake or continue existing programs of affirmative action to ensure that minority group members and women are afforded equal employment opportunities without discrimination.

Affirmative action shall mean recruitment, employment, job assignment, promotion, upgrading, demotion, transfer, layoff, or termination and rates of pay or other forms of compensation;

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

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

Contractor will include the provisions of "a," "b," and "c" above, in every subcontract over $25,000.00 for the construction, demolition, replacement, major repair, renovation, planning or design of real property and improvements thereon (the "Work") except where the Work is for the beneficial use of the Contractor. Section 312 does not apply to: (i) work, goods or services unrelated to this contract; or (ii) employment outside New York State. The State shall consider compliance by a contractor or sub-contractor with the requirements of any federal law concerning equal employment opportunity which effectuates the purpose of this clause. SUNY shall determine whether the imposition of the requirements of the provisions hereof duplicate or conflict with any such federal law and if such duplication or conflict exists, SUNY shall waive the applicability of Section 312 to the extent of such duplication or conflict. Contractor will comply with all duly promulgated and lawful rules and regulations of the Department of Economic Development’s Division of Minority and Women's Business Development pertaining hereto.

13. CONFLICTING TERMS. In the event of a conflict between the terms of the contract (including any and all attachments thereto and amendments thereof) and the terms of this Exhibit A, the terms of this Exhibit A shall control.

14. GOVERNING LAW. This contract shall be governed by the laws of the State of New York except where the Federal supremacy clause requires otherwise.

15. LATE PAYMENT. Timeliness of payment and any interest to be paid to Contractor for late payment shall be governed by Article 11-A of the State Finance Law to the extent required by law.

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

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

18. PROHIBITION ON PURCHASE OF TROPICAL HARDWOODS. The Contractor certifies and warrants that all wood products to be used under this contract award will be in accordance with, but not limited to, the specifications and…