request for proposals to serve as insurance-linked securities

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October 28, 2013

REQUEST FOR PROPOSALS

TO SERVE AS INSURANCE-LINKED SECURITIES ADVISOR,

COUNSEL, RISK MODELER OR

INITIAL PURCHASER/STRUCTURING AGENT

INTRODUCTION

First Mutual Transportation Assurance Company (“FMTAC”), a New York State-licensed captive insurance subsidiary of the Metropolitan Transportation Authority (“MTA”), is soliciting proposals for the purpose of qualifying and/or retaining firms to provide the following services in connection with potential future Insurance-Linked Securities (“ILS”) transactions sponsored by FMTAC:

· Risk Financial Advisor

o Pursuant to this RFP, FMTAC intends to enter into a contract with a single firm to serve as Risk Financial Advisor with respect to ILS and other reinsurance transactions. The Advisor will:

§ Assist FMTAC in recommending, analyzing, structuring and executing ILS opportunities and other insurance or reinsurance arrangements;

§ Monitor the reinsurance marketplace and related insurance environment and keep FMTAC abreast of relevant developments;

§ Advise on pricing decisions related to insurance and reinsurance transactions; and

§ Participate in rating agency and investor meetings as required by FMTAC.

· ILS Legal Counsel

o Pursuant to this RFP, FMTAC intends to qualify several law firms as ILS Legal Counsel, for retention to participate, on a transaction-specific basis, in FMTACrelated ILS transactions. Firms selected as ILS Legal Counsel, will be expected to serve in one or more of the following roles: ILS transaction counsel, counsel to the initial purchasers, and/or other legal advisory roles in connection with ILS transactions involving FMTAC.

§ A firm qualified as ILS Legal Counsel may be retained on a transaction-specific basis by the issuer of the applicable ILS securities and/or by FMTAC (or other transaction sponsor), depending on the ILS transaction and transaction structure.

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§ A firm qualified as ILS Legal Counsel may be engaged to represent the initial purchasers in connection with FMTAC-related ILS transactions.

§ ILS Counsel retained in respect to an ILS transaction will be expected to participate in related rating agency and investor meetings.

§ Firms qualified as ILS Legal Counsel may be retained from time to time by FMTAC to render legal advice and assistance on other FMTAC insurance-related matters (including regulatory matters), as and where need arises.

· ILS Initial Purchaser/Structuring Agent

o Pursuant to this RFP, FMTAC intends to qualify several firms as ILS Initial

Purchaser/Structuring Agents, for future participation, on a transaction-specific

basis, in FMTAC-related ILS transactions. Firms qualified as ILS Initial

Purchasers/Structuring Agents will be expected to:

§ Analyze financing scenarios at the direction of FMTAC and the issuer

regarding the economics and structure of any proposed ILS transaction

structure;

§ Generate and structure proposals for ILS transaction structures or other

reinsurance arrangements that address the needs of FMTAC and its

insureds;

§ Assist the issuer in the preparation of an offering document describing a

selected ILS transaction structure;

§ Serve as structuring agent, manager and bookrunner as determined by the

sponsor and/or the issuer with respect to an ILS transaction; and

§ Participate in rating agency and investor meetings in connection with an

ILS transaction.

· ILS Risk Modeler

o One or more ILS Risk Modeler(s) will be qualified through this RFP process to: § Assist in structuring and conducting the risk analysis of a parametric-

based trigger and/ or indemnity based trigger covering identified perils in a specified region;

§ Provide full loss exceedance probability curves and event loss table and data file for investors containing a sample calculation sheet;

§ Provide risk analysis documentation for inclusion in an offering document, detailing the analysis performed, the results and the models used;

§ Participate in rating agency and investor meetings to address its modeling as required by FMTAC and/or the issuer;

§ Construct a post-event calculation procedure and event report format suitable to the transaction structure; and

§ Serve as the Reset Agent as well as the Calculation Agent, as requested by FMTAC and/or the issuer.

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FMTAC expects to retain a single firm to serve as its Risk Financing Advisor for up to a five year period. FMTAC also expects to qualify a number of firms in each of the following disciplines: ILS Legal Counsel, ILS Initial Purchaser/Structuring Agent and ILS Risk Modeler. If and when an ILS transaction arises, the issuer, or FMTAC or other sponsor, in conjunction with the issuer, may select one or more qualified firms to work on a transaction in the roles of ILS transaction counsel, ILS Initial Purchaser/Structuring Agent, and ILS Risk Modeler. FMTAC anticipates that the ILS Initial Purchaser/Structuring Agent on a transaction will be represented by qualified ILS Legal Counsel. The number and timing of future ILS transactions, if any, as well as the specific makeup and size of each transaction team, will be determined as part of the planning for an individual transaction. FMTAC will work with the issuer to staff and structure future ILS transactions to meet FMTAC’s reinsurance objectives. If circumstances warrant, FMTAC and the issuer may use firms not included on a panel selected pursuant to this RFP to serve in the role of ILS Counsel, ILS Initial Purchaser/Structuring Agent or ILS Risk Modeler.

RFP PROPOSED CALENDAR

Issuance of RFP ........................................................October 28, 2013

Response Due Date ..................................................November 19, 2013, 4:00 PM EST

Oral Presentations (if and as requested) ................Week of November 25, 2013

Recommendation to FMTAC Board ......................December 18, 2013

This schedule is subject to change at FMTAC’s discretion. Firms submitting proposals will be notified of changes, in any, to the schedule.

CONTRACT PERIOD

The term of the contract with the Risk Financing Advisor will be for a period of three years from the award date, with an FMTAC two year extension option. FMTAC will have the right, in its sole discretion, to terminate such engagement at any time. Each firm qualified for inclusion as ILS Legal Counsel, ILS Initial Purchaser/Structuring Agent or ILS Risk Modeler will be expected to include in its proposal and to negotiate, if requested by MTA, general fee parameters applicable to its work on FMTAC related ILS transactions. If and when an ILS transaction arises, the issuer and/or FMTAC will determine which firms, if any, on a panel will be engaged for a particular transaction and FMTAC and/or the issuer may require that firms within a panel compete for such work based on fee proposals (which proposals will be capped by the general fee parameters proposed pursuant to this RFP process) and other factors. Qualification of a firm to be on an ILS Counsel, ILS Initial Purchaser/Structuring Agent or ILS Risk Modeler panel is no guarantee of engagement on a transaction. FMTAC and/or the issuer will determine which firms, if any, on a panel will be engaged for a particular transaction.

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GENERAL BACKGROUND INFORMATION

MTA

The MTA, a New York State public authority, has responsibility for developing and implementing a unified mass transportation policy within the metropolitan commuter transportation district, consisting of the City of New York and Dutchess, Nassau, Orange, Putnam, Rockland, Suffolk and Westchester counties. MTA carries out its responsibilities directly and through subsidiaries and affiliates which, in addition to FMTAC, include New York City Transit Authority (and its subsidiary, the Manhattan and Bronx Surface Transit Operating Company), Triborough Bridge & Tunnel Authority, The Long Island Rail Road Company, Metro-North Commuter Railroad Company, Staten Island Rapid Transit Operating Authority, MTA Bus Company and MTA Capital Construction Company (collectively, the “MTA Related

Entities”).1

FMTAC

FMTAC was chartered in December 1997 pursuant to the New York State Insurance Law. It is a licensed New York State pure captive insurer subject to New York State insurance regulation. Pursuant to its license, FMTAC may transact all of the kinds of insurance authorized for pure captive insurance companies under Article 70 of the New York State Insurance Law.

FMTAC is governed, ex officio, by a Board consisting of the Chairman and sixteen other voting members, two non-voting members and four alternate non-voting members of the Metropolitan Transportation Authority, all of whom are appointed by the Governor of the State of New York with the advice and consent of the State Senate. The same persons serve, ex-officio, as the chairman and members of the Boards of each of the other MTA subsidiaries and affiliates.

FMTAC retains a professional captive manager, presently Marsh Management Services, Inc., to provide technical and day-to-day administrative services, including with respect to insurance and reinsurance activities of FMTAC.

The insurance provided by FMTAC to the MTA Related Entities includes all-agency property insurance, which provides coverage for risks of direct physical loss or damage to real and personal property of the MTA Related Entities, as well as for business interruption risks, with such coverage subject to various retentions, exceptions, limits and sub-limits. FMTAC obtains reinsurance in the domestic, Asian, European and Bermuda marketplaces for this property insurance coverage. FMTAC also provides certain other forms of insurance to the MTA Related Entities (including, without limitation, excess liability insurance).

1 Further background information regarding the MTA Related Entities is publicly available through perusal of MTA’s 2013 Combined Continuing Disclosure Filings, as filed with the Electronic Municipal Market Access System (EMMA) of the Municipal Securities Rulemaking Board (MSRB). Appendix A thereto (filed with EMMA on April 30, 2013) provides detailed information regarding the MTA Related Entities. For convenience, copies of these and other MTA financial disclosure documents can be found on the MTA website (www.mta.info) under the caption “MTA Home-MTA Info-Financial Information-Investor Information”. Other publicly available information can be accessed on the MTA website at www.mta.info.

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For policy year 2012-2013, FMTAC purchased $1.075 billion in property reinsurance, including with significant limits for coverage for catastrophe perils. After Superstorm Sandy, FMTAC received reduced capacity offers from the traditional property reinsurance market with higher pricing in the renewal. For policy year 2013-2014 (commencing May 1, 2013), these limited capacity offers resulted in FMTAC purchasing $500 million of property reinsurance coverage from the traditional property reinsurance market, a significantly lower limit than in the prior policy year.

Due to this contraction of traditional property reinsurance market capacity, especially as it relates to catastrophic flood/storm surge insurance, in the spring of 2013 FMTAC decided to seek capital markets-based reinsurance.

FMTAC’s Capital Markets-Based Reinsurance Program/MetroCat Re.

On July 31, 2013, FMTAC entered into a reinsurance agreement with MetroCat Re Ltd., a Bermuda special purpose insurer formed to provide FMTAC, as the identified ceding insurer, with capital markets-based property reinsurance. Under the reinsurance agreement, FMTAC was able to obtain reinsurance coverage of $200 million for storm surge caused damage for a three year period ending July 30, 2016. Pursuant to a private placement transaction, MetroCat Re Ltd. closed on the sale of $200 million principal amount of Series 2013-1 Notes. The proceeds from the sale of the Series 2013-1 Notes have been deposited with a trustee into the collateral account of a Regulation 114 Trust. The funds in this trust’s accounts are held subject to withdrawal by,

and under the control of, FMTAC, the ceding insurer, consistent with Regulation 114 and paragraph nine of Section 1301(a) of the NY Insurance Law. As a result of the successful purchase of this reinsurance, FMTAC’s property program has

expanded to include coverage of $200 million above the existing $500 million limit for losses from storm surge that surpasses specified trigger levels in the New York Harbor or Long Island Sound and are associated with named tropical storms that occur at any point in the three year period from July 31, 2013 to July 30, 2016. The reinsurance augments the MTA’s existing

reinsurance program and provides a base to build on for future catastrophe bond issuances to expand the MTA’s overall property reinsurance program.

PROPOSAL REQUIREMENTS

A Proposer must submit its proposal in two components, the technical proposal and the fee

proposal. Each should be in a separate document. Failure to submit all the information required below will be a negative factor in the evaluation of a proposal and may result in rejection of the proposal. For uniformity of responses, please restate and answer each question/issue in the order presented. Respondents are requested to keep their submissions to the shortest length possible consistent with addressing each information request completely. Responses should be submitted both electronically and in hard copy, on letter size paper with 1 inch margins and not less than 12 point font. In addition, all required tables should be filled out in Excel using the provided template and submitted electronically.

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A firm may apply for both the Risk Financing Advisor and the ILS Initial Purchaser/Structuring Agent. The firm selected for Risk Financing Advisor will be ineligible to serve as ILS Initial Purchaser/Structuring Agent. Those firms that choose to submit for both positions must answer all of the questions and submit all of the required information for both positions. A law firm applying for ILS Legal Counsel shall be assumed to be seeking qualification for any and all of the ILS Legal Counsel roles unless otherwise indicated in the proposal. Conflict of Interest Certification: Each Proposer shall include in its submission a certification that, after reasonable inquiry, Proposer has determined that its service in the role or roles for which it is submitting a proposal will not create any conflict of interest for the Proposer or for any person acting on behalf of Proposer, as of the date of the submission. If an unconditional certification cannot be provided, a Proposer shall explain the circumstances and describe how such conflict would be addressed to ensure that such conflict of interest would not impair the Proposer’s ability to participate in an FMTAC related ILS transaction. Compensation: Proposers are required to submit fee proposals. (No page limitation) Risk Financing Advisor position: The final fee structure will be determined as part of this solicitation and will be agreed upon prior to award. The proposed fee must cover the delivery of all of the Risk Financing Advisor services for an annual period. ILS Legal Counsel positions: Proposers must identify (a) the proposed hourly billing rates for work on FMTAC related ILS matters and (b) the normal and customary hourly billing rates for partners, other attorneys and paralegals who could be assigned to work on FMTAC, issuer and structuring agent matters. The proposed hourly billing rates must not exceed 80% of the normal and customary hourly billing rates charged by the firm for work on ILS matters. FMTAC shall expect that agreed upon hourly rates of firms qualified as ILS Legal Counsel will remain applicable for a period of at least two years from the date of the signing of an acknowledgement of qualification as ILS Legal Counsel, unless increases are otherwise approved at the discretion of the MTA General Counsel. Firms are encouraged to propose alternative billing arrangements to hourly rates (such as fixed fee arrangements) for work on FMTAC related ILS transactions. It is anticipated that fees to be charged for work on a specific ILS transaction will be negotiated at the time a firm is considered for assignment to such transaction, which may result in reduction in fees below the level proposed in this RFP. ILS Initial Purchaser/Structuring Agent position: The proposal should include indicative fees for each of the following two roles:

· Structuring Agent, Manager and Bookrunner; and

· Joint Structuring Agent and Co-Senior Manager

The indicative fees must be expressed as a percentage of the par amount of securities issued (and in addition, while not required, the proposal may propose alternative fee structures that a firm believes may be attractive to FMTAC and/or the issuer). FMTAC and/or the issuer may assemble individual firms or a team of firms for the Structuring Agent, Manager and Book runner roles in their discretion. It is anticipated that fees will be negotiated at the time a firm is considered for assignment to such transaction, which may result in a reduction in fees below the level contained in a firm’s response to the RFP.

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Please provide indicative pricing for your services and include a break out of initial purchasers’

counsel fees. For structuring agent fee and book-running manager fees indicate whether fees are based on the deal size and if so percentage ranges, if applicable.

ILS Risk Modeler position: The proposal should include a proposed fee broken down as follows:

· Initial Transaction for a specific catastrophic risk o Design of Trigger Mechanics o Modeled Exceedance Probabilities and Risk Analysis o Documentation, including offering documents; Rating Agency support; and

design and documentation of Post-Event Calculation and Reset Procedures o Attendance at Investor Meetings o Annual Retainer as Reset and Calculation Agent o Per Annual Reset Calculation o Per Event Calculation

· Follow-on Transaction for a specific catastrophic risk o Design of Trigger Mechanics o Modeled Exceedance Probabilities and Risk Analysis o Documentation, including offering documents; Rating Agency support; and

Design and Documentation of Post-Event Calculation and Reset Procedures o Attendance at Investor Meetings o Annual Retainer as Reset and Calculation Agent o Per Annual Reset Calculation o Per Event Calculation

It is anticipated that fees for risk modeling and related services undertaken in connection with a specific ILS transaction will be negotiated at the time a firm is considered for assignment to such transaction, which may result in a reduction in fees below the level contained in a firm’s

response to the RFP.

RISK FINANCING ADVISOR SUBMITTALS

Risk Financing Advisor Section I. (No page limitation)

1. In an appendix provide brief resumes (including address, phone, and email address) of the individuals to be assigned to FMTAC related ILS transactions. Clearly indicate who would be the primary day-to-day contact on behalf of your firm.

2. Please describe your firm’s legal, ownership, and organizational structure, and the history with the firm of the firm’s current senior management and ownership.

3. In an appendix (not subject to page limit) describe any past or present civil or criminal legal investigations, pertinent litigation and/or regulatory action involving your firm or its employees that could have an impact on your firms’ ability to serve FMTAC. Please be sure to specifically address the following:

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a. Within the past 24 months, any investigations of your firm or any of its current principals by the SEC, NASD, the U.S. Federal Reserve Board, the Comptroller of the Currency, the Financial Crimes Enforcement Network, the Office of Foreign Assets Control, NYSE, New York State Banking Department or any other governmental or securities industry-based regulatory agencies.

b. Within the past 24 months, any involvement by your firm or any of its principals in any litigation, arbitration, disciplinary or other official actions arising from the firm’s

underwriting, underwriting practices or management, or the purchase, sale or distribution of securities (other than individual retail customer claims).

c. Within the past 24 months, any involvement by your firm or any of its principals in any litigation, arbitration, disciplinary or other official actions arising from any other business of the firm.

d. Any missed deadlines for public filings.

4. If your firm is a New York State certified MWBE firm, please indicate so and provide documentation supporting such status.

Risk Financing Advisor Section II. (No longer than 8 pages.) Responses should cover the period from June 2008 through June 2013.

1. State your firm's qualifications, knowledge and experience relating to the following: a) public entities with reinsurance programs; b) insurance and reinsurance regulation; and c) ILS transactions, including capital markets-based reinsurance, addressing separately experience with parametric and/or indemnity transactions and derivative regulations.

2. Highlight: i) reasons why your firm is highly or uniquely qualified to provide high quality, fairly priced services in connection with FMTAC related ILS-based reinsurance transactions; ii) your knowledge of any past transactions similar to the MetroCat Re transaction; and iii) how you would advise FMTAC on future transactions.

3. Please complete the tables below. All data should be in millions except for Number of Transactions. The table should be submitted as part of the hard copy proposal, and also in Excel format as a separate file (see Excel templates attached to the RFP).

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Table 1 (2008-2013)

[Name of the Firm] Answer

Number of all ILS Transactions

Par Amount of all ILS Transactions

Number of Parametric Transactions

Par Amount of Parametric Transactions

Number of Indemnity Transactions

Par Amount of Indemnity Transactions

Number of Transactions for Public Clients

Par Amount of Transactions for Public Clients

4. Please describe all engagements with MTA and the related entities and/or FMTAC that you currently have.

ILS LEGAL COUNSEL SUBMITTALS

ILS Legal Counsel Section I. (No page limitation)

1. In an appendix provide brief resumes (including address, phone, and email address) of the individuals to be assigned to work on FMTAC related ILS transactions. Clearly indicate who would be the primary day-to-day contact on behalf of your firm.

2. Please describe your firm’s organizational structure.


ILS Counsel Section II. (No longer than 8 pages.) Responses should cover the period from June 2008 through June 2013.

1. State your firm's qualifications, knowledge and experience relating to the following: a) public entities with reinsurance programs; b) insurance and reinsurance regulation; and c)

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ILS transactions, including capital markets-based reinsurance, addressing separately experience with parametric and/or indemnity transactions and derivative regulations.

2. Highlight reasons why your firm is highly or uniquely qualified to provide high quality, fairly priced services in connection with FMTAC related ILS-based reinsurance transactions, your knowledge of transactions similar to the MetroCat Re transaction, and how you envision your firm would provide legal counsel in connection with future FMTAC related ILS transactions.


Table 1 (2008-2013)

Name of the Firm Answer










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ILS INITIAL PURCHASER/STRUCTURING AGENT SUBMITTALS

ILS Initial Purchaser/Structuring Agent Section I. (No page limitation)

1. In an appendix provide brief resumes (including address, phone, and email address) of the individuals to be assigned to work on FMTAC related ILS transactions. Clearly indicate which individuals will be performing banking, sales and trading functions and which individual would be the primary day-to-day contact on behalf of your firm.

2. Please describe your firms’ legal, ownership, and organizational structure, and the history

with the firm of the firm’s current senior management and ownership.

3. In an appendix (not subject to page limit) describe any past or present civil or criminal legal investigations, pertinent litigation and/or regulatory action involving your firm or its employees that could have an impact on your firms’ ability to serve FMTAC. Please be sure to specifically address the following (not subject to page limit count):

a. Within the past 24 months, any investigations of your firm or any of its current principals by the SEC, NASD, the U.S. Federal Reserve Board, the Comptroller of the Currency, the Financial Crimes Enforcement Network, the Office of Foreign Assets Control, NYSE, New York State Banking Department or any other governmental or securities industry-based regulatory agencies.

b. Within the past 24 months, any involvement by your firm or any of its principals in any litigation, arbitration, disciplinary or other official actions arising from the firm’s

underwriting, underwriting practices or management, or the purchase, sale or distribution of securities (other than individual retail customer claims).

c. Within the past 24 months, any involvement by your firm or any of its principals in any litigation, arbitration, disciplinary or other official actions arising from any other business of the firm.

d. Any missed deadlines for public filings.


ILS Initial Purchaser/Structuring Agent Section II. (No longer than 8 pages.) Responses should cover the period from June 2008 through June 2013.

1. State your firms’ qualifications, knowledge and experience relating to the following: a) public entities with reinsurance programs; b) insurance and reinsurance regulation; and c) ILS transactions, including capital markets-based reinsurance, addressing separately experience with parametric and/or indemnity transactions and derivative regulations.

2. Highlight reasons why your firm is highly or uniquely qualified to provide high quality, fairly priced services in connection with FMTAC related ILS-based reinsurance transactions, your knowledge of transactions similar to the MetroCat Re transaction, and how your firm would participate in future transactions involving FMTAC and the issuer.

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Table 1 (2008-2013)

Name of the Firm Answer










ILS RISK MODELER SUBMITTALS

ILS Risk Modeler Section I. (No page limitation)

1. In an appendix provide brief resumes (including address, phone, and email address) of the individuals to be assigned to the FMTAC account. Clearly indicate which individual would be the primary day-to-day contact on behalf of your firm.

2. Please describe your firm’s legal, ownership, and organizational structure, and the history

with the firm of the firm’s current senior management and ownership.


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ILS Risk Modeler Section II. (No longer than 8 pages.) Responses should cover the period from June 2008 through June 2013.

1. State your firm's qualifications, knowledge and experience relating to the following: a) public entities with reinsurance programs; b) insurance and reinsurance regulation; and c) ILS transactions, including capital markets-based reinsurance, addressing separately experience with parametric and/or indemnity transactions and derivative regulations.

2. Highlight reasons why your firm is highly or uniquely qualified to provide high quality, fairly priced services in connection with FMTAC related ILS-based reinsurance transactions, your knowledge of transactions similar to the MetroCat Re transaction, and how you envision your firm would participate in future ILS transactions involving FMTAC and the issuer.


Table 1 (2008-2013)

[Name of the Firm} Answer










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SELECTION CRITERIA

The selections and/or qualifications of firms will be based upon the following evaluation criteria, as well as the pricing proposals provided by firms:

ILS Risk Financing Advisor

1. Experience with ILS transactions 30%

2. Composition of MTA client team 20%

3. Experience with and knowledge of public sponsors of ILS 10%

4. Quality of financing and structuring ideas 20%

5. Technical capabilities 10%

6. Experience with and/or knowledge of the MTA and FMTAC 10%

Total 100%

ILS Counsel





Total 100%

ILS Initial Purchaser/Structuring Agent






6. Quality of financing and structuring ideas 15%

Total 100%

ILS Risk Modeler






Total 100%

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Please note that selection of a firm as eligible to perform services for FMTAC on an as-

needed basis will not constitute a representation that the firm will be asked to perform such

services.

Proposers may be requested by FMTAC to clarify the contents of their proposal. Other than to provide such information as may be requested by FMTAC, no Proposer may alter its proposal or add new information after the final filing date. FMTAC reserves the right to reject any and all proposals submitted, to request additional information from some or all Proposers, and/or to shortlist and negotiate with one or more Proposers.

ADDITIONAL INFORMATION AND ADDITIONAL REQUIREMENTS

Participation of Minority and Women-Owned Business enterprises (MWBE) and

Affirmative Action/Equal Employment Opportunity Program.

This procurement is being conducted in accordance with Article 15-A of the Executive Law, Chapter XIV of Title 5 the New York Code of Rules and Regulations (“NYCRR”) and Executive Order No. 8, “Removing Barriers to Minority and Women Business Enterprises Participation in

State Contracting.” It is the policy of FMTAC to maximize opportunities for the participation of

MWBEs as bidders, subcontractors and suppliers on projects. Although no goals for participation in the work by certified MWBEs have been set for this project, the Contractor shall use good faith effort to provide for meaningful participation by MWBEs in the work where feasible. It is the goal of FMTAC to utilize qualified firms that have a demonstrated history of hiring, training, developing, promoting and retaining minority and women staff and to encourage participation by certified MWBE firms. All firms are required to complete the attached Diversity Questionnaire. This questionnaire elicits information about each responding firm in order to verify that its work environment demonstrates a strong commitment to diversity. By responding to this RFP, each firm acknowledges and must acknowledge in its response that: 1. The firm will submit an equal employment opportunity policy statement to Authority.

2. The firm will not discriminate against any employee or applicant for employment because of race, creed, color, sex, religion, national origin, military status, sexual orientation, age, disability, genetic disposition or carrier status, domestic violence victim status, or marital status, will undertake or continue existing programs of affirmative action to ensure that minority group members and women are afforded equal employment opportunities without discrimination, and will make and document its conscientious and active efforts to employ and utilize minority group members and women in its work force on contracts with FMTAC. 3. The firm will state in all solicitations or advertisements for employees that, in the performance of this Contract, all qualified applicants will be afforded equal employment opportunities without discrimination because of race, creed, color, sex, religion, national origin, military status, sexual

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orientation, age, disability, genetic disposition or carrier status, domestic violence victim status, or marital status. 4. At the request of FMTAC, the firms’ members will 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, sex, religion, national origin, military status, sexual orientation, age, disability, genetic disposition or carrier status, domestic violence victim status, or marital status, and that such union or representative will affirmatively cooperate in the implementation of the firm’s obligations herein. The firm will submit to FMTAC, on a form to be provided by FMTAC, a staffing plan of the anticipated work force to be utilized on the engagement with FMTAC or, where required, information on the firm’s total work force, including apprentices, broken down by specified ethnic background, gender, and Federal occupational categories or other appropriate categories specified by FMTAC.

Proposers are required to complete the forms associated with the foregoing paragraphs. These

requirements will not count against the page limit requirements.

NEW YORK STATE LOBBYING LAW OF 2005

Chapter 1 of the Laws of 2005, as amended by Chapter 596 of the Laws of 2005

(collectively referred to as the “Lobbying Law”), was signed into law in August 2005. The

Lobbying Law makes major changes to the Legislative Law and State Finance Law, which

regulate lobbying on government procurement initiatives. In particular, the Lobbying Law

creates two new sections in the State Finance Law: Section 139-j to address restrictions on

“contacts” during the procurement process; and Section 139-k to address the disclosure of

contacts and the responsibility of bidders and proposers during procurements. These

sections are effective as of January 1, 2006.

If it is found that an Offerer has knowingly and willfully violated State Finance Law

Section 139-j (3), the Offerer and any of its subsidiaries, related or successor entity will be

determined to be a non-responsible bidder and shall not be awarded the contract. A

subsequent finding of non-responsibility by the vendor or contractor within four years of a

prior determination of non-responsibility results in the Vendor or Contractor being

ineligible to submit a proposal on or be awarded any procurement contract for four years

from the date of the second finding of non-responsibility. See State Finance Law Section

139-j (10) (b).

Attachment F, Compliance with New York State Finance Law Sections 139-j and 139-k, is

attached and made part of this RFP in compliance with the Lobbying Law. In complying

with the Lobbying Law, Proposers are required to complete and submit with their proposal

the two forms (Form 1 and Form 2) attached to Attachment F herewith. For additional

information regarding the Lobbying Law, all Proposers are urged to contact the New York

State Office of General Services at (518) 474-5607, or access their website:

http://www.ogs.ny.gov/aboutOgs/regulations/defaultSFL_139j-k.asp.

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METROPOLITAN TRANSPORTATION AUTHORITY VENDOR CODE OF ETHICS

The Metropolitan Transportation Authority has adopted a Vendor Code of Ethics (the “Code”),

which is applicable to all Vendors, as defined by the Code, involved in the procurement process for the award and performance of the Contract. The Code is available for immediate review by the Proposer on the MTA Website at www.mta.info/mta/procurement/vendor-code.htm, and all Proposers must certify compliance with the Code (See Attachment G to this RFP).

CONTRACTOR RESPONSIBILITY DATA FORM

Proposers are required to complete the attached Responsibility Data Form (see Attachment B to this RFP).

IMPLEMENTATION OF OMNIBUS PROCUREMENT ACT

Proposers are advised that an awarded contract is subject to the provisions of the Omnibus Procurement Act of 1992, Chapter 844, Laws of 1992 (see Attachment D to this RFP).

IRAN DIVESTMENT ACT

This Agreement is subject to New York State Finance Law 165-a, Iran Divestment Act of 2012 which requires the Office of General Services to post on its web site (http://www.ogs.ny.gov/about/regs/docs/ListofEntities.pdf) a list of persons who have been determined to engage in investment activities in Iran. FMTAC may not enter into or award a Contract unless it obtains certification from a Proposer that they are not on the list. Certification must be returned with proposal documents. (See Attachment H to this RFP).

PROPOSAL SPECIFICATIONS

Seven (7) copies of your proposal are due no later than 4:00 p.m. (ET) on November 19, 2013 in a sealed package or packages. Files containing your proposal with all required Excel attachments should also be submitted electronically by email to [email protected].

All Proposals should be single spaced in 12 point font.

All proposals must be firm for 90 days, and signed by an authorized officer of the firm. The Technical Proposal must be a separate document from the Fee Proposal, and the copies of each proposal must be separately bound and labeled (as Technical or as Fee Proposals). Your proposal package should be addressed as follows:

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Director of Procurement 333 West 34th Street New York, NY 10001 Re: RFP No. 13243 Attn: Yuliana Konovalova

Proposer must include a cover letter which identifies: the individual with the Authority to negotiate for the firm, and the individual's telephone and fax numbers. An e-mail address must also be included. Following the evaluation of written proposals as provided above, FMTAC’s Selection

Committee will determine whether oral interviews will be held. If such interviews are to be held, firms will be notified on November 22 of interviews to be scheduled for the week of November 25. All questions regarding the RFP must be directed in writing to Yuliana Konovalova at [email protected]. Answers to such questions will be provided to all firms who requested a copy of the RFP.

NOTICE: If your firm intends to respond to this RFP, individuals from your firm and any

consultants or lobbyists retained by your firm (whether paid or not) are expressly

prohibited from contact with MTA or FMTAC staff or Board Members, relating to this

selection process in any way, except for contacts with the sole designated Point of Contact

identified below. Violations of this requirement may disqualify your firm from

consideration in the selection process. The Designated Point of Contact for this RFP is Yuliana Konovalova who can be contacted at (646) 376-0076 or [email protected].

POINT OF CONTACT WITH THE MTA The designated Point of Contact for this procurement is the Contract Manager identified above. Proposers are advised that from the date of issuance of this RFP until the award of the contract, the only person authorized by FMTAC for contact regarding this procurement is the designated Point of Contact, as stipulated in the MTA Vendor Code of Ethics. The Lobbying Law defines “contact” as oral, written or electronic communications with MTA or FMTAC during the procurement process which is intended to influence the procurement.

PROPOSER INQUIRIES Any questions regarding this request for proposals shall be made in writing to Yuliana Konovalova. Manager of Contracts at 333 West 34th Street, New York, NY 10001 or via email at [email protected]. All such questions to be considered, shall be received in this office at least seven (7) working days prior to the date designated for submission of proposals. Any answers to questions as well as any additional provisions FMTAC may decide to include in the Request for Proposal, will be issued in writing by FMTAC as an addendum to the RFP and will be sent by mail to each person recorded as having been sent a copy of the RFP.

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ATTACHMENTS

Attachment A: intentionally omitted Attachment B: Contractor Responsibility Data Attachment C: MTA’s Form of Contract:

Appendix A – Compensation Provisions Appendix B – Affirmative Action/ EEO Provisions

Appendix C – Guidelines for Contractors Attachment D: Omnibus Procurement Act Clauses Attachment E: Prompt Payment Guidelines Letter Attachment F: NYS Lobbying Law Attachment G: Proposer’s Certification of Compliance with MTA Vendor Code of Ethics Attachment H: Iran Divestment Act

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MTA RFP No. 13243 Attachment B

ATTACHMENT B

ALL AGENCY RESPONSIBILITY GUIDELINES

INFORMATION TO BE FURNISHED BY A BIDDER/PROPOSER

(Notes: All questions on this questionnaire must be answered; do not leave blanks - where

appropriate, state "None" or "Not Applicable" (N/A). If additional space is required to fully respond to any questions, please add sheets to this questionnaire and reference the questions/ answers appropriately. See Page 15 for Instruction on completing this form).

PART I. IDENTITY OF CONTRACTOR:

A. Contractor’s full legal name:__________________________________________

B. Tax ID Number (“TIN”), Employer Identification Number (“EIN”) and Social Security Number (“SSN”), as applicable:__________________________________

C. Contractor’s form of legal entity (corporation, joint venture, sole proprietorship, etc.):_______________________________________________________________

If the Contractor is a Joint Venture, or Partnership, please list all partner firms and/or parties to the Joint Venture below. All partners and/or parties listed are also required to individually complete a separate Contractor Responsibility Form.

(1) Partner/Party name:________________________________________________ TIN, EIN, or SSN_________________________________________________ Percentage of Ownership:___________________________________________

(2) Partner/Party Name:_______________________________________________ TIN, EIN or SSN:_________________________________________________ Percentage of ownership:___________________________________________

D. State or country under whose laws Contractor is organized and year organized: ___________________________________________________________________

E. Does the Contractor now use or, in the past ten (10) years has it used, TIN, EIN, doing business as or “DBA”, name, trade name or abbreviation other than the Contractor’s name or TIN, or EIN number listed in Part I.B. above? ________________

F. Contractor’s mailing address:___________________________________________ ___________________________________________________________________ ___________________________________________________________________

G. Contractor’s street address (complete only if different than “F”):_______________ ___________________________________________________________________

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H. Has contractor changed its address in the past five (5) years and, if so, what was the firm’s prior address(es)?____________________________________________________

I. Contractor’s telephone number:_______________Fax number:________________

Email address:_____________________________

PART II. IDENTITY OF PERSON COMPLETING THIS QUESTIONNAIRE:

A. Name:_________________________________________________________

B. Employer/Title:__________________________________________________

C. Telephone number:______________________Fax number:_______________

D. Email address:__________________________Mobile number:____________

PART III. CONTRACTOR REPRESENTATIONS: If for any reason a representation on this questionnaire is not accurate and complete as of the time Contractor signs this form, Contractor must identify the provision and explain the reason in detail on a separate sheet. Absent such an explanation, Contractor represents that the following statements are complete and accurate: Please check this box if a separate sheet is attached:

A. Statement of non-collusion as required by Section 2878 of the Public Authorities Law:

(1) By submission of this bid, each bidder and each person signing on behalf of any bidder certifies, and in the case of a joint bid each party thereto certifies as to its own organization, under penalty of perjury, that to the best of his knowledge and belief:

a. The prices in this bid have been arrived at independently without collusion, consultation, communication, or agreement, for the purpose of restricting competition, as to any matter relating to such prices with any other bidder or with any competitor;

b. Unless otherwise required by law, the prices which have been quoted in this bid have not been knowingly disclosed by the bidder and will not knowingly be disclosed by the bidder prior to opening, directly or indirectly, to any other bidder or to any competitor; and

c. No attempt has been made or will be made by the bidder to induce any other person, partnership or corporation to submit or not to submit a bid for the purpose of restricting competition.

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(2) A bid shall not be considered for award nor shall any award be made where (1) (a), (b), and (c) above have not been complied with; provided however, that if in any case the bidder cannot make the foregoing certification, the bidder shall so state and shall furnish with the bid a signed statement which sets forth in detail the reasons therefor. Where (1) (a), (b), and (c) above have not been complied with, the bid shall not be considered for award nor shall any award be made unless the Chief Procurement Officer of the Authority, or designee, determines that such disclosure was not made for the purpose of restricting competition.

The fact that a bidder (a) has published price lists, rates, or tariffs covering items being procured, (b) has informed prospective customers of proposed or pending publication of new or revised price lists for such items, or (c) has sold the same items to other customers at the same prices being bid, does not constitute, without more, a disclosure within the meaning of paragraph 1(a) herein.

B. Statement of no-conflict of interest:

(1) No appointed or elected official, member or other officer or employee of the City or State of New York, or of the Metropolitan Transportation Authority ("MTA"), or MTA's affiliates and subsidiaries: i) is interested, directly or indirectly, in any manner whatsoever in or in the performance of the Contract or in the supplies, work, or business to which it relates or in any portion of the profits thereof; or ii) has been or will be offered or given any tangible or intangible consideration in connection with this bid/proposal/Contract.

(2) Contractor covenants that neither Contractor nor, to the best of Contractor's knowledge after diligent inquiry, any director, officer, owner or employee of Contractor or any person or entity with a 10% or more interest in Contractor has any interest nor shall they acquire any interest, directly or indirectly, which would conflict in any manner or degree with the faithful performance of the Contract hereunder.

(3) In the event Contractor has no prior knowledge of a conflict of interest as set forth in "1" and "2" above and hereafter acquires information which indicates that there may be an actual or apparent violation of any of the above, Contractor shall promptly bring such information to the attention of the Authority's Chief Procurement Officer. Contractor shall thereafter cooperate with the Authority's review and investigation of such information, and comply with any instructions it receives from the Chief Procurement Officer in regard to remedying the situation.

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C. The following questions apply to any bid, proposal, or contract between Contractor and the City or State of New York, any other state, any public authority or other public entity, the United States government, the MTA, and MTA affiliates and subsidiaries. (If the answer to any question is “YES,” Contractor must provide all relevant information on a separate sheet annexed hereto).

Please check this box if a separate sheet is attached:

The following questions apply to: i) Contractor, Contractor's parent, subsidiaries and affiliates of Contractor (if any); ii) any joint venture (including its individual members) and any other form of partnership (including its individual members) which includes Contractor or Contractor's parent, subsidiaries, or affiliates of Contractor, iii) Contractor's directors, officers, principals, managerial employees, and any person or entity with a 10% or more interest in Contractor; iv) any legal entity controlled, or 10% or more of which is owned, by Contractor, or by any director, officer, principal, managerial employee of Contractor, or by any person or entity with a 10% or more interest in Contractor.

(1) Within the past five (5) years, has Contractor been declared not responsible?

NO YES

(2) Has Contractor been debarred, suspended, or otherwise disqualified from bidding, proposing, or contracting?

NO YES

(3) Is there a proceeding pending relating to Contractor’s responsibility, debarment, suspension, or qualification to receive a public contract?

NO YES

(4) Within the past five (5) years, has Contractor defaulted on a contract or been terminated for cause?

NO YES

(5) Has a government agency or other public entity requested or required enforcement of any of its rights under a surety agreement on the basis of the Contractor’s default or in lieu of declaring Contractor in default?

NO YES

(6) Within the past five (5) years, has the Contractor been required to engage the services of an Integrity Monitor in connection with the award of or in order to complete, any public or private contract?

NO YES

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(7) Within the past five (5) years, have Contractor’s safety practices/procedures been evaluated and ruled as less than satisfactory by the City or State of New York, any other state, any public authority or any public entity, the United States government, the MTA, MTA affiliates or subsidiaries?

NO YES

(8) Has Contractor’s Workers Compensation Experience Rating been 1.2 or greater at any time in the last five (5) years? If “yes”, please explain.

NO YES

D. Consent to the jurisdiction of New York courts and to service of process:

(1) If Contractor is not organized under the laws of the State of New York, Contractor consents to the jurisdiction of the Courts of the State of New York and to the jurisdiction of any federal court located within the City of New York, with respect to any matter pertaining to Contractor's bid/proposal and, if the Contract is awarded to Contractor, to the Contract.

(2) Contractor agrees that service of process in any judicial or administrative action may be made upon it by certified mail, return receipt requested, sent to the mailing address for Contractor specified above.

(3) Contractor agrees that any judicial or administrative action or proceeding commenced by Contractor against the Authority shall only be commenced in a state or federal court or agency located within the City of New York.

PART IV. QUESTIONS WHICH MUST BE ANSWERED BY "YES" or "NO": (In the event of a "YES," Contractor must provide all relevant information on a separate sheet annexed hereto, and the Authority reserves the right to inquire further with respect thereto.)

To the best of your knowledge after diligent inquiry, in connection with the business of Contractor or any other firm which is related to Contractor by any degree of common ownership, control, or otherwise, do any of the following statements apply to: i) Contractor, Contractor's parent, subsidiaries and affiliates of Contractor (if any); ii) any joint venture (including its individual members) and any other form of partnership (including its individual members) which includes Contractor or Contractor's parent, subsidiaries, or affiliates of Contractor; iii) Contractor's directors, officers, principals, managerial employees, and any person or entity with a 10% or more interest in Contractor; iv) any legal entity controlled, or 10% or more of which is owned, by Contractor, or by any director, officer, principal, managerial employee of Contractor, or by any person or entity with a 10% or more interest in Contractor.

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A. Within the past ten (10) years, has been convicted of or pleaded nolo contendre to (1) any felony or (2) a misdemeanor related to truthfulness in connection with business conduct.

NO YES

B. Has pending before any state or federal grand jury or court an indictment or information of the commission of a crime which has not been favorably terminated.

NO YES

C. Is the subject of a pending investigation by any grand jury, commission, committee or other entity or agency or authority of any local, state, or the federal government in connection with the commission or alleged commission of a crime.

NO YES

D. Is currently disqualified from selling or submitting bids/proposals to or receiving awards from or entering into any contract with any federal, state or local government agency, any public authority or any other public entity.

NO YES

E. Within the past five (5) years, has refused to testify or to answer any question concerning a bid or contract with any federal, state, or local government agency, any public authority or any other public entity when called before a grand jury or other committee, agency or forum which is empowered to compel the attendance of witnesses and examine them under oath, upon being advised that neither the person's statement nor any information or evidence derived from such statement will be used against that person in any subsequent criminal proceeding.

NO YES

F. Is currently disqualified from selling or submitting a bid to, or receiving an award from, or entering into any contract with any public entity or public authority within the State of New York because, within the past five (5) years, such entity or person refused to testify or to answer any relevant question concerning a transaction or contract with the State of New York, any political subdivision of the State of New York, or a public authority or a public department, agency or official of the State of New York or of a political subdivision of the State of New York, when called before a grand jury or other state or local department, commission or agency which is empowered to compel the attendance of witnesses and examine them under oath, upon being advised that neither that person's statement nor any information or evidence derived from such statement will be used against that person in any subsequent criminal proceeding.

NO YES

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G. Has within a ten (10) year period preceding this Bid/Proposal been convicted of or had a civil judgment rendered against it for or in relation to: (i) commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (federal, state or local) transaction or contract under a public transaction; (ii) collusion with another person or entity in connection with the submission of bid/proposals; (iii) violation of federal or state antitrust statutes or False Claims Acts; or (iv) commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statement(s) or receiving stolen property.

NO YES

PART V. ADDITIONAL QUESTIONS: In the event of a “Yes”, Contractor must provide all relevant information on a separate sheet annexed hereto, and the Authority reserves the right to inquire further with respect thereto.

A. List the name, title, and home and business address of each person or legal entity which has a 10% or more ownership or control interest in Contractor:

Name:_____________________________________________________________ Title:______________________________________________________________ Home address:_______________________________________________________ ___________________________________________________________________ Business address:_____________________________________________________

B. List the name, title, and home and business address of each director and principal officer of Contractor:

Name:______________________________________________________________ Title:_______________________________________________________________ Home address:______________________________________________________ ___________________________________________________________________ Business address:____________________________________________________

__________________________________________________________________

C. In the past ten (10) years, has Contractor entered into a consent decree, deferred prosecution agreement, or a non-prosecution agreement?

NO YES

D. In the past three (3) years, has Contractor been a subcontractor on any contract with the Authority?

NO YES

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E. In the past seven (7) years, have any bankruptcy proceedings been initiated by or against the Contractor (whether or not closed) or is any bankruptcy proceeding pending by or against the Contractor regardless of the date of filing?

NO YES

F. In the past five (5) years, have there been any judgments, injunctions, or liens of $100,000 or more, including but not limited to, judgments based on taxes owed, fines and penalties assessed by a government agency against Contractor at any time?

NO YES

G. Are there any judgments, injunctions, or liens for $100,000 or more each against Contractor that remain open, unsatisfied or in effect today?

NO YES

H. During the past five (5) years, has the Contractor failed to file any applicable federal, state or local tax return?

NO YES

I. Does the Contractor own or rent office space? Please provide details.

NO YES

J. Does any principal owner or officer of the Contractor, or any member of his/her immediate family, have an ownership interest in any entity that holds the title or lease to any real property used by the Contractor?

NO YES

K. Does Contractor share office space, staff, equipment, or expenses with any other entities? If “YES”, please provide details.

NO YES

L. Contractor is required to provide a list of contracts as requested in (1) and (2) below. For each of the contracts listed in (1) and (2) below, Contractor shall provide a brief description of the work performed, the contract number, the dollar amount at award and at completion, date completed, and the name and telephone number of the owner’s representative:

(1) List all contracts completed during the last three (3) years. If more than three (3) contracts have been completed in the past three (3) years, list the last three (3) contracts completed . a. Brief description of work performed:_____________________________

___________________________________________________________ Contract number:_____________________________________________ Dollar amount of award:_______________________________________ Date completed:______________________________________________

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Name/Telephone number of company and Owner’s Representative: _____________________________ Dollar Amount at completion: ____________________________

b. Brief description of work performed:_____________________________ ___________________________________________________________

Contract number:_____________________________________________ Dollar amount of award:_______________________________________ Date completed:______________________________________________ Name/Telephone number of company and Owner’s Representative: _____________________________ Dollar Amount at completion: ____________________________

c. Brief description of work performed:_____________________________ ___________________________________________________________


(2) List each contract completed by Contractor during the last three (3) years for which liquidated damages or penalty provisions were assessed against Contractor for failure to complete the work on time or for any other reason. Contractor is required to provide an explanation of the circumstances for each contract.

a. Brief description of work performed:_____________________________ ___________________________________________________________


b. Brief description of work performed:_____________________________ ___________________________________________________________


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c. Brief description of work performed:_____________________________ ___________________________________________________________


If none of the above situations occurred during the last three (3) years, state “NONE” here: __________

M. Furnish the following information for each contract for which, during the last three (3) years, the Contractor was: (1) Terminated for default; or (2) Sued to compel performance; or (3) Sued to recover damages, including, without limitation, upon an alleged breach of contract,

misfeasance, error or omission or other alleged failure on Contractor’s part to perform as required by the contract; or

(4) Called upon a surety to perform the work; or (5) Required to engage the services of an Integrity Monitor in connection with the award of or in

order to complete, any public or private contract; or (6) Required to draw on a letter of credit in lieu of a performance bond.

a. Brief description of work performed:____________________________ __________________________________________________________

Contract number:____________________________________________ Dollar amount of award:______________________________________

Date completed:_____________________________________________ Name/Telephone number of owner’s representative: ________________ __________________________________________________________

If none of the above situations occurred during the last three (3) years, state “NONE” here: ____________

N. List all Contractor employees: (Attach additional sheets as needed)

(1) Who are currently employees of MTA or any MTA subsidiary or affiliate:

Name:_________________________________________________________

Currently employed by: (check as appropriate)

MTA NYCT MaBSTOA SIRTOA MNCR

LIRR MSBA TBTA MTACC MTA BC

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Name:___________________________________________________________

Currently employed by:



Name:___________________________________________________________

Currently employed by:



(2) Who within the past two (2) years have been MTA or any MTA subsidiary or affiliate employees who were involved on behalf of Contractor with the preparation of this bid/proposal or would be involved in the performance of the contract if it is awarded to Contractor.

Name:_________________________________________________________

Currently employed by:___________________________________________



Name:_________________________________________________________

Currently employed by:___________________________________________



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O. Provide certified financial statements for Contractor’s last three (3) fiscal years. If Contractor does not have certified financial statements, provide financial statements sworn to by Contractor’s chief financial officer. If Contractor is unable to provide any such statements, provide other information which will enable the Authority to evaluate and determine whether Contractor has sufficient financial resources to enable Contractor to perform the Contract.

P. Does Contractor have a subsidiary or affiliate? NO YES

Q. Is Contractor a subsidiary of another entity? NO YES

R. Within the past five (5) years or currently, does Contractor, any director, officer, principal, managerial employee of Contractor, or any person or entity with a 10% or more interest in Contractor have an interest of 10% or more in any other firm or legal entity?

NO YES

S. If the answer to P, Q or R is “YES,” would Contractor’s answers pertaining to Part V Questions A through M above be the same for each such parent, subsidiary, affiliate, firm or legal entity? If not, please provide a full explanation on a separate sheet of paper.

T. Describe the resources, including but not limited to, staffing, facilities, equipment, and tools that Contractor will commit to the performance of this contract. If this information is provided elsewhere in Contractor’s bid/proposal, please enter below the reference to that section in Contractor’s submission that responds to this question.

See Section:______________________________________

Contractor must sign here: _____________________________________________

Authorized Signature

Date: __________________________

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METROPOLITAN TRANSPORTATION AUTHORITY

CONTRACTOR RESPONSIBILITY FORM

AFFIDAVIT AND ACKNOWLEDGEMENT

(Complete and submit this Affidavit and Acknowledgement Form unless the Affidavit of No Change applies.)

STATE OF ________________) ) SS: COUNTY OF______________)

On the ____ day of ___________201__, before me personally came and appeared ______________________ by me known to be said person, who swore under oath as follows:

1. I am _______________________ of _________________________________. (Print name and title) (Print name of firm)

2. I am duly authorized to sign this questionnaire on behalf of said firm and duly signed this document pursuant to said authorization.

3. The answers to the questions set forth in the Metropolitan Transportation Authority Contractor Responsibility Form and, except as set forth in the stated exceptions in Part III, the representations set forth in this questionnaire, are true, accurate and complete. I authorize the MTA to verify any such information and to conduct any background checks it deems appropriate.

4. I acknowledge and understand that the questionnaire includes provisions which are deemed included in the contract if awarded to the firm.

______________________________ Signature

Sworn to and subscribed to before me this ____ day of ____________, 201_.

______________________________

Notary Public ____________ County My commission expires: __________

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AFFIDAVIT OF NO CHANGE AND ACKNOWLEDGEMENT

STATE OF ________________) ) SS: COUNTY OF______________)

On the ____ day of ___________201__, before me personally came and appeared ______________________ by me known to be said person, who swore under oath as follows:

1. I am _______________________ of __________________________________. (Print name and title) (Print name of firm)

2. I am duly authorized to sign this Affidavit of No Change on behalf of said firm and duly signed this document pursuant to said authorization.

3. The Contractor previously submitted a Metropolitan Transportation Authority Contractor Responsibility Form within six (6) months prior to the date hereof to the Metropolitan Transportation Authority or an MTA subsidiary or affiliate.

4. Attached is an accurate and true copy of such previously submitted MTA Contractor Responsibility Form.

5. I hereby certify that there has been no material change in the information specified on such attached Contractor Responsibility Form except as follows: ______________________________________________________________________________________________________________________________

6. I acknowledge and understand that the previously submitted MTA Contractor Responsibility Form includes provisions which are deemed included in the contract if awarded to the firm.

______________________________ Signature Sworn to and subscribed to before me this ____ day of ____________, 201_ ______________________________

Notary Public ____________ County My commission expires: __________

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INSTRUCTIONS1

1. Who should complete and sign the Contractor Responsibility Form? This form must be completed for all contracts of $250,000 or greater. In addition, contractors and known subcontractors in contracts involving “Special Circumstances” must complete this form. “Special Circumstances” are defined herein as contracts or subcontracts in excess of $100,000 in the following areas: painting; scrap; hazardous materials; concrete; lead; asbestos; inspection and testing; security-related projects; carting; and textiles and garments; or such area the Authority may designate from time to time. In addition, all known subcontractors having subcontracts in excess of $1 million must complete this form. The person who completes the Contractor Responsibility Form on behalf of the submitting contractor or subcontractor must provide his/her title; telephone/fax number and e-mail address in Part II of the questionnaire. The person who signs the questionnaire on behalf of the submitting contractor or subcontractor should be either Chief Executive, Executive Director, Chief Administrator, President, Vice President, Treasurer, Secretary, Chair of the Board of Directors, or the principal owner or officer responsible for administering the submitting contractor’s contract.

2. Who should complete and sign an Affidavit of No Change? If the Contractor has previously submitted a Contractor Responsibility Form within one year prior to the present date and there have been no material changes in the information specified on that form, two original signed, notarized Affidavits of No Change must be executed for the submitting Contractor. It is required that one of the principal owners/officers whose title is listed in Paragraph 1 above execute the Affidavit of No Change on behalf of the submitting contractor.

3. For purposes of this questionnaire, the terms “Contractor,” “bidder,” and “bidder/proposer” refer to both a bidder/proposer and to the firm to be awarded the contract, as well as Contractors seeking subcontracts for $1 million and more, or Contractors seeking contracts or subcontracts in special circumstances of $100,000 or more. All of the questions refer to the firm awarded the contract, with the exception of the questions in Parts III.C. and IV, which include separate instructions.

1 PERSONAL PRIVACY PROTECTION LAW NOTIFICATION The information the Contractor is providing on this application, including information about Key People, is requested pursuant to the New York State Public Authorities Law for the purposes of determining the Applicant Firm’s responsibility for a contract award. Failure to provide the specified information and authorization requested may, in the sole discretion of the MTA, prevent your firm’s award of a contract by the MTA and/or its agencies. The information will be kept in a file maintained by MTA and its agencies or other files maintained under the authority of MTA and its agencies. Information which, because of any name, number, symbol, mark or other identifier, can be used to identify a person, shall be received, maintained and used by the MTA and its agencies solely for the above-stated purposes and will be protected from public disclosure to the fullest extent permitted by law.

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4. For all questions, matters on appeal must be disclosed.

5. Unless otherwise noted, all questions relate to the previous ten (10) years. 6. All questions on this questionnaire must be answered; do not leave blanks. Where

appropriate, state “None” or “Not Applicable” (N/A).

7. If additional space is required to fully respond to any question, please add sheets to this questionnaire and reference the question/answer appropriately.

8. This form includes:

a. Contractor representations and obligations (Part III) which (a) apply to Contractor's bid/proposal; and (b) are deemed incorporated into the contract between the Contractor and Authority if the contract is awarded to Contractor. If any representation is not accurate and complete at the time Contractor signs this form, Contractor must, as part of its bid, identify the provision and explain the reason in detail on a separate sheet, as provided in Part III; and

b. Questions which Contractor must answer as part of its bid/proposal (Parts III.C., IV, and V).

9. If during the performance of this Contract, either of the following occurs, Contractor shall promptly give notice in writing of the situation to the Authority's Chief Procurement Officer, and thereafter cooperate with the Authority's review and investigation of such information.

a. Contractor has reason to believe that any representation or answer to any question contained in this Contractor Responsibility Form was not accurate or complete at the time Contractor Responsibility Form was signed; or

b. Events occur or circumstances change so that an answer to any question on this Form is no longer accurate or complete.

10. In the Authority's sole discretion, the following shall constitute grounds for the Authority to take remedial action up to and including immediate termination of the Contract for convenience without payment for profit and overhead for work not performed if:

a. Contractor fails to notify the Chief Procurement Officer as required by "9" above;

b. Contractor fails to cooperate with the Authority's request for additional information as required by "9" above;

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c. Contractor, a Contractor director, officer, principal, managerial employee, or owner of a 10% or more interest in Contractor, is convicted of a crime involving a public contract; or

d. Significant concerns about the Contractor's integrity are raised based upon an evaluation of the events underlying any other determination, indictment, conviction, or other allegation that Contractor or a Contractor director, officer, principal, managerial employee, or owner of a 10% or more interest in Contractor, or has been involved in any felony or a misdemeanor related to truthfulness and/or business conduct in the past ten (10) years.

11. The Authority reserves the right to inquire further with respect to Contractor's responses; and Contractor consents to such further inquiry and agrees to furnish all relevant documents and information as requested by the Authority. Any response to this document prior or subsequent to Contractor's bid or proposal which is or may be construed as unfavorable to Contractor will not necessarily automatically result in a negative finding on the question of Contractor’s responsibility or a decision to terminate the Contract if it is awarded to Contractor.

12. Definitions:

a. Affiliate: An entity in which the parent of the submitting contractor owns more than fifty (50) % of the voting stock and/or an entity in which a group of principal owners or officers that owns more than fifty (50) % of the submitting contractor also owns more than fifty (50) % of the voting stock.

b. Authority: refers to the MTA and/or MTA subsidiary or affiliate to which the Contractor is submitting its bid or proposal and/or which is awarding the contract sought.

c. Control: The submitting contractor is controlled by another entity when: (1) the other entity holds ten (10) % or more of the voting stock of the submitting contractor; or (2) the other entity directs or has the right to direct daily operations. The submitting contractor controls another entity when: (1) it holds ten (10) % or more of the voting stock of the other entity; or (2) it directs or has the right to direct daily operations.

d. Government agency(ies): include city, state, federal public agencies, quasi-public agencies, authorities and corporations, public development corporations, public benefit corporations and local development corporations.

e. Integrity Monitor: includes an Independent Private Sector Inspector General (“IPSIG”), or any independent private sector firm with legal, audit, investigative and loss prevention skills, employed by an organization or government entity, either voluntarily or by compulsory process, to monitor an entity’s business activities to ensure compliance with relevant laws and regulations, as well as to uncover and report unethical or illegal conduct within and against the entity.

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f. Joint Venture: a business undertaking by two or more persons, corporations or other legal entities engaged in a single defined project. The necessary elements are: (1) an express or implied agreement; (2) a common purpose the group intends to carry out; and (3) shared profits and losses.

g. Managerial employees or managerial capacity: Employees in a supervisory capacity who, either by virtue of their title or their duties, operate with discretion over solicitation, letting, or management of contracts with public agencies.

h. Metropolitan Transportation Authority (“MTA”) subsidiary or affiliate includes: New York City Transit Authority (“NYCT”), Manhattan and Bronx Surface Transit Operating Authority (“MaBSTOA”), Staten Island Rapid Transit Operating Authority (“SIRTOA”), Triborough Bridge and Tunnel Authority (“TBTA”), Metro-North Commuter Railroad Company (“MNCR”), Long Island Rail Road (“LIRR”), Metropolitan Suburban Bus Authority (“MSBA”), MTA Bus Company (“MTA BC”), MTA Capital Construction (“MTACC”) and First Mutual Transportation Assurance Company (“FMTAC”).

i. Officer: Any individual who serves as or performs the functions of chief executive officer, chief financial officer, or chief operating officer of the submitting contractor, without regard to such individual’s title. president, vice president, secretary, treasurer, board chairperson, trustee (individual or entity who administers a trust) or their equivalents.

j. Parent: Any entity including, but not limited to any individual, partnership, joint venture or corporation which owns (50) % or more of the voting stock of another entity.

k. Principal Owner: An individual, partnership, joint venture or corporation that holds a ten (10) % or greater ownership interest in a submitting contractor or subcontractor.

l. Share: To have space, staff, equipment, expenses, or use such items, in common with one or more other entities.

m. Significant Adverse Information: includes but is not limited to an unsatisfactory final performance evaluation on a contract with any MTA agency within the immediate prior three (3) years, an uncured interim unsatisfactory rating on a contract with any MTA agency, or an answer of “yes” to any question in Part IV herein.

of 19


n. Subcontract: An agreement between an individual or entity that is a party to a contract and another individual or entity which is for the provision of goods, services or construction pursuant to that contract, and has a value that when aggregated with the values of all other such agreements with the same individual or entity and subcontractor during the immediately preceding twelve (12) month period is valued at one million dollars ($1,000,000) or more, and in special circumstances involving agreements of $100,000 or more.

o. Submitting Contractor: The entity submitting the Contractor Responsibility Form.

p. Subsidiary: An entity in which the majority of the voting stock is owned by a parent.

RFP No. 13243-ILS Advisor Contract 1 of 14 Attachment C

ATTACHMENT C

ILS ADVISOR AGREEMENT

by and between


and [NAME]

ILS Advisor Agreement, dated , by and between the METROPOLITAN TRANSPORTATION AUTHORITY, a public benefit corporation organized and existing under the laws of the State of New York (the “Authority”), with offices at 347

Madison Avenue, New York, New York 10017, and [insert NAME], a [insert type of entity and state of organization] (the “Contractor”), with offices at ADDRESS.

W I T N E S S E T H:

WHEREAS, the Contractor has offered to perform ILS advisor services in

connection with the Authority’s financing plans; and

WHEREAS, the Authority is willing to contract for the performance of such Services upon the terms and conditions set forth in the Request for Proposals to Serve as ILS

Advisor (“Request for Proposals”) and the services set forth in Contractor’s proposal dated (“Proposal”) and this agreement;

NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth, the

parties hereto agree as follows:

ARTICLE I - SCOPE OF SERVICES

The terms and conditions of the Request for Proposals are incorporated herein by reference. The Contractor agrees to perform all of the services (hereinafter referred to as the

“Services”) set forth and described in the Request for Proposals and in the Contractor’s Proposal, which description of Services is herein incorporated by reference, except as the same may be hereinafter modified. Only those Services shall be so performed and the Contractor shall not

make any modification thereto except pursuant to written agreement between the Authority and the Contractor.


ARTICLE II - PAYMENT FOR SERVICES

The Authority agrees to compensate the Contractor for the performance of the Services in accordance with the provisions of Appendix A to this Agreement [Price agreement to be

determined].

ARTICLE III – GENERAL

A. The Contractor agrees that it will at all times employ, maintain and assign to the

performance of the Services a sufficient number of competent and qualified professional and other personnel to accomplish the Services in a prompt and professional manner.

B. The Contractor agrees that it will at all times cooperate with the Authority and

coordinate its work with the work and requirements of the Authority.

C. [NAME(s)] is/are Contractor’s key person(s) for this project. A key person shall: (a) be dedicated to this project or, if not dedicated to this project, shall have this project as his/her

highest priority; (b) not be removed by Contractor from this project without the Authority’s consent in writing in advance; (c) be removed from the project at the written request of the

Authority; and (d) be replaced only by a person who is approved in advance in writing by the Authority.

D. All notices required or permitted under this Agreement shall be in writing and shall

be deemed sufficiently served if sent by registered mail, return receipt requested, or by facsimile transmission, receipt confirmed, addressed as follows:

To the Authority:


347 Madison Avenue New York, New York 10017

Attention: Director of Finance Telephone: (212) 878-7183

with a copy to:


333 West 34th Street, 10th Floor New York, New York 10001

Attention: S r . Director of Procurement Telephone: (646) 376-0098


To the Contractor:

NAME ADDRESS

DEPARTMENT CITY/STATE/ZIP

Attention: NAME Telephone:

Either party may at any time designate a different address or facsimile number by giving notice as provided above to the other party.

E. If any provision of this Agreement or any application thereof shall be invalid or

unenforceable, the remainder of the Agreement and any other application of such provision shall not be affected thereby.

F. The Contractor shall conform to the Guidelines for Contractors as set forth in Appendix

C attached hereto and made a part hereof.

ARTICLE IV − MANNER OF PERFORMANCE

A. The Contractor is engaged in an independent business and agrees to perform the

Services in the manner of and as an independent contractor and not as the agent or employee of the Authority. The Contractor shall exercise full control over and supervision of the employment, direction, compensation and discharge of its officers and employees and of all

other persons assisting it in the performance of the Services.

B. The Contractor may not participate as underwriter, derivative product provider or provider of escrow securities for the Authority or the Triborough Bridge and Tunnel Authority

(“TBTA”) during the term of this Contract, including any extensions thereof, even if the Contractor resigns or is terminated during the term thereof.

C. The Contractor and the person(s) persons performing the Services for contractor,

will be required to execute a Confidentiality Agreement provided by the Authority.

ARTICLE V − CONTRACTOR'S LIABILITY AND INDEMNIFICATION

Except for claims, suits, actions, damages and costs otherwise provided for in the Article

hereof entitled "Ownership of Plans; Patents and Copyrights", the Contractor shall assume the defense of, and protect, indemnify and hold the Authority, its affiliates and subsidiaries harmless

from and against claims, suits, actions, damages and costs of every type and description brought or


recovered against it or them and arising out of or in connection with the performance of Services

by the Contractor, its subcontractors and their respective officers, agents and employees, to the extent caused by the negligence of the Contractor or its subcontractors. Such indemnity shall

not be deemed limited by any insurance taken out pursuant to the provisions of this Agreement.

ARTICLE VI – PERIOD OF PERFORMANCE

The effective date of this Agreement is the date first above written. The term of this Agreement shall terminate on [DATE 3 Years from Execution]. The Authority reserves

the right to extend the term of this Agreement for up to two (2) one year annual renewals.

ARTICLE VII – OWNERSHIP OF DOCUMENTS AND OTHER MATERIALS

A. In the performance of the Services, Contractor shall not infringe any tangible or

intangible property right of a third-party, including a right based on copyright, trademark,

patent, trade secret or contract.

B. Except as set forth below, all products of the performance of the services by Contractor and its subcontractors shall be deemed works made for hire under the Federal

Copyright Law. The Authority shall own any patent or copyright to, and the right to patent or copyright, any plan, drawing, design, specification, report, software, study, survey, data, compositions of matter, manufactures, apparatus, appliances, processes of manufacture or types

of construction or materials, regardless of medium (hereafter "Material") prepared by or for the Contractor, any subcontractor, or by their respective consultants, agents, officers or employees in

connection with performance of the Services, whether prior or subsequent to execution of this Agreement. Upon completion of the Services or the earlier termination of this Agreement, the

Contractor shall deliver to the Authority all such Material, including such documentation, certifications and executed forms, assignments and agreements as may be necessary to enable the Authority to fully own all right to, and to comprehend, apply and change such Material, including

the knowledge and information contained in such Materials and to patent or copyright same. Notwithstanding the foregoing, the Contractor shall retain a perpetual, worldwide, irrevocable,

royalty-free, fully paid-up license to use and copy the Material solely for purposes of the Contractor’s internal use, and shall retain a perpetual, worldwide, irrevocable, royalty-free,

fully paid-up license to use and copy the Material for external use; provided, however, that such external use license may only be used in accordance with Contractor’s confidentiality obligations hereunder and in the event that the Authority is not and cannot be identified in

general or in context in connection with any such external use such as but not limited to deletion of all references to the Authority and any deletion or revision of any information in

the Material to avoid any indirect or inferential identification of the Authority. Further, the Contractor shall not be precluded from independently developing for itself, or for others,

anything, whether in tangible or non-tangible form, which is competitive with, or similar to, the Material. In addition, the Contractor is free to use its general knowledge, skills and experience, and any ideas, concepts, know-how, and techniques that are acquired or used in the

course of providing the Services or providing the Material.


C. In the event any such Materials or portions thereof to be utilized in the performance of the Services have been or may be patented or copyrighted by Contractor, such as materials or portions thereof that exist prior to commencement of the Services, or are developed outside the scope of the Services, together with any enhancements and/or modifications thereto, whether or not such enhancements and/or modifications are developed as part of the Services (“Pre-existing Materials”), the Contractor shall use reasonable efforts to clearly identify such Pre-existing Materials prior to providing them to the Authority or utilizing them in the performance of the Services. The Authority, its affiliates and subsidiaries shall have a royalty-free perpetual license to use, reproduce, and modify such Pre-existing Materials for any purpose. With respect to all materials and services procured by Contractor for the Authority (“Third Party Materials”), Contractor shall pass through or assign to the Authority the rights Contractor obtains from the third parties for such Third Party Materials and services, including warranty and indemnification rights, all to the extent that such rights are assignable. The Authority acknowledges and agrees that the provisions of the applicable third party agreement will supersede any requirements of this Agreement with respect to the Third Party Materials and Contractor shall not have any greater obligations or liability for Third Party Materials beyond the provisions of the applicable agreement with the third party.

D. Unless the rights to Materials are restricted as indicated above, the Authority shall have the right to use or permit the use of Materials, and also any non-confidential oral

information received by the Authority in connection with performance of the Services, and any ideas or methods represented by such Materials, for any purposes and at any time without other

compensation.

E. Subject to the provisions set forth below in this Paragraph E, the Contractor shall indemnify the Authority, its affiliates and its subsidiaries against and save them harmless from all

loss and expense incurred in the defense, settlement or satisfaction of any third party claims in the nature of infringement of any tangible or intangible property right including contract, patent, copyright or trade secret infringement or unfair competition arising out of or in connection with

the use, in accordance with preceding Paragraphs of this Article, of such Materials or portions thereof which are patentable or which may be copyrighted, or which are patented or copyrighted,

or which are otherwise protected by law. The Authority or any of its affiliates or subsidiaries shallnotify the Contractor promptly in writing of any claim as to which the Contractor is to indemnify

the Authority or such affiliate or subsidiary, and the Contractor shall conduct all negotiations with respect to, and defend, such claim without expense to the Authority or such affiliate or subsidiary. If the Authority or any of its affiliates or subsidiaries be enjoined from using the product of the

Services or any portion thereof as to which the Contractor is to indemnify the Authority or such affiliate or subsidiary against such claims, the Authority or such affiliate or subsidiary may, at its

option, require the Contractor to provide at its own expense, substitutes for such product or affected portion thereof not subject to such injunction and not infringing any patent,

copyright, trade secret or other protection from use or disclosure, and if the Contractor shall fail to do so, the Contractor shall, at its expense, refund the cost of the offending product or portion thereof to the Authority or take such steps as may be necessary to allow compliance by the

Authority or such affiliate or subsidiary with such injunction, to the satisfaction of the Authority. Notwithstanding the foregoing, the Contractor’s obligations of indemnification under this


Paragraph shall not apply to the extent that any infringement claim is based upon Material not provided by the Contractor or use or modification of the Materials by the Authority in a manner

not contemplated by this Agreement.

ARTICLE VIII – NON-ASSIGNMENT

A. The Contractor shall not assign, encumber, transfer, convey, sublet or otherwise dispose of the Agreement or of its right, title or interest therein, or in any part thereof, to anyone

without the previous written consent of the Authority (provided that the approval of the Authority is not required for the assignment of monies due or to become due under the Agreement).

B. If the provisions of this section be violated, the Authority may revoke and annul

the Agreement and the Authority shall thereupon be relieved from any and all liability and obligation thereunder to Contractor or to anyone to whom Contractor shall so assign, encumber,

transfer, convey, sublet or dispose, and all monies theretofore earned under the Agreement shall thereupon be forfeited and lost except so much as may be required to pay employees.

C. The Contractor may not assign its rights nor delegate its obligations under this

Agreement, in whole or in part, without the prior written consent of the Authority, and any purported assignment or delegation absent such consent is void, except for an assignment and delegation of all of the Contractor’s rights and obligations hereunder to a Successor Entity.

For purposes of this paragraph, a “Successor Entity” means a partnership, corporation, trust or other organization in whatever form that succeeds to all or substantially all of the Contractor’s

assets and business and that assumes all of the Contractor’s obligations hereunder by contract or by operation of law; provided, that the Successor Entity shall be directly or indirectly

controlled by the same person or entities that directly or indirectly controlled the Contractor immediately prior to the time of the assumption. Upon any such delegation and assumption of obligations by a Successor Entity, the Contractor shall be relieved of and fully discharged

from all of its obligations hereunder, whether such obligations arose before or after the date of such delegation and assumption.

If the provisions of this section be violated, the Authority may revoke and annul the

Agreement and the Authority shall thereupon be relieved from any and all liability and obligation thereunder to Contractor or to anyone to whom Contractor shall so assign,

encumber, transfer, convey, sublet or dispose, and all monies theretofore earned under the Agreement shall thereupon be forfeited and lost.

ARTICLE IX – SUBCONTRACTS

The Contractor, subject to the written approval of the Authority, may retain the Services of such subcontractors as may be necessary for the proper performance of the

Services. Each subcontractor, the terms of each subcontract, and the subcontractor’s specific staff members assigned to this project, are subject to the Authority’s prior approval. Unless

otherwise agreed to in writing by supplemental agreement, the terms of each subcontract shall: (a) incorporate the provisions of this agreement and provide that, for purposes of the


subcontract, Contractor shall be deemed the Authority and subcontractor shall be deemed Contractor; and (b) be subject to the prior approval of the Authority in writing before the

subcontract is deemed in effect. Contractor shall request approval by sending the Authority a written request for approval. Such request shall include a copy of the proposed

subcontract and identify and provide relevant information about the specific subcontractor staff members to be assigned to this project.

If Contractor enters into agreement with, or directs, the subcontractor to perform work

on the Authority’s behalf without the written permission of the Authority’s Director of Finance, the Authority shall not be liable or obligated whatsoever for any goods, services,

or other costs which are not expressly authorized by the Authority.

ARTICLE X– METHOD AND TIMES OF PAYMENT

Contractor will be paid for Services performed in accordance with the provisions of Appendix A as follows:

A. Amounts payable under the provisions of Appendix A as reimbursement for those

actual, reasonable and necessary costs incurred by the Contractor which are directly attributable or properly allocable to the Services may be billed to the Authority periodically, but not more

often than once each month, upon invoices certified to by the Contractor. All invoices shall be taken from the books of account kept by the Contractor, shall be supported by copies of payroll distribution, receipted bills or other documents reasonably required by the Authority.

B. In addition to the Agreement number shown on the first page of this Agreement, the Authority has assigned a Purchase Order number to the Agreement, for control purposes. Separate Purchase Order numbers will also be assigned to any supplemental agreements that may

be issued in future modifying the Agreement. The Contractor must ensure that when submitting invoices for payment, 1) the Purchase Order number as well as the Agreement number (both

shown on the first page of the Agreement and Supplemental Agreement) are shown on invoices, and 2) the Company Name shown on invoices exactly matches the Company Name

as it is shown on the first page of the Agreement or Supplemental Agreement. Any invoice that is received by the Authority without the specific information required herein will be returned to the Contractor for correction and resubmission. Properly prepared invoices will

be processed promptly for payment in accordance with the compensation provisions of this Agreement.

ARTICLE XI – RECORDS, ACCOUNTS, INSPECTION AND AUDIT

A. The Contractor shall, at its expense, until four (4) years after completion

of its Services hereunder or termination of this Agreement by the Authority, maintain, and shall require each subcontractor to maintain: (a) complete and correct books and records

relating to the performance of the Services, the amounts billed to the Authority, and payments received from the Authority.


B. The Authority and its representatives shall, upon reasonable advance written notice during normal business hours, have access to the records described above, Contractor shall

provide reasonable cooperation with respect to providing such access, and the Contractor, at its expense, shall preserve such documents for a period of four (4) years after completion of

services.

ARTICLE XII – LAWS

The Contractor agrees: (a) to comply with the provisions of all state, federal and local

statutes, ordinances and regulations applicable to the performance of this Agreement; (b) to procure all legally required licenses and permits; (c) that any judicial or administrative claim it

may assert will be brought exclusively in a New York State Court or administrative agency located within New York City or in a federal court located in the Southern District of New

York; and (d) that this Agreement shall be governed by the laws of the State of New York excluding New York conflict of law rules.

ARTICLE XIII – INSURANCE

The Contractor shall procure and thereafter maintain in force until completion of the Services or the earlier termination of this Agreement such insurance in such forms and such

amounts as the Authority may reasonably require, subject to the Contractor’s ability to self- insure in an amount reasonably satisfactory to the Authority.

ARTICLE XIV – MODIFICATIONS

The only persons authorized on behalf of the Authority to agree to a change or modification to this Agreement are the Authority’s Executive Director, the Chief Financial

Officer, or the Director of Finance, or any designee of either thereof. Such an agreement must be in writing.

The Contractor must promptly notify the Director of Finance, in writing, of a potential

change under this Agreement, except that such notice is not required if the change is initiated by the Authority. The Authority's decision as to whether the work constituting an alleged change is in fact a change shall be final and binding upon the Contractor. In the event of a change, work

shall be identified and the price of the contract shall be appropriately adjusted upwardly or downwardly through negotiations. Such negotiated change can only be authorized by issuance of

a supplemental agreement by the Authority referencing and revising the Agreement.

If a negotiated agreement for the change cannot be reached, the Contractor may be directed by the Director of Finance to perform such change pending further negotiations with the

Authority's Procurement Division.

This Agreement constitutes the entire agreement between the Authority and Contractor.


The Authority is not bound by any: a) written or oral statement or representation which is not set forth in this Agreement; and b) any written or oral change to this Agreement which is not set

forth in a duly executed supplement to this Agreement. Accordingly, the Authority is not liable or obligated for any goods, services, or other costs which are not expressly set forth in this

Agreement.

The only persons authorized on behalf of the Authority to agree to a change or

modification to this Agreement are Authority’s Executive Director, the Chief Financial Officer, or the Director of Finance, or any designee of either thereof. Such an agreement must be in

writing. No other person is authorized to change or modify this Agreement in writing or orally.

ARTICLE XV – TERMINATION

A. The Authority may terminate this Agreement in whole or part at any time and for any reason (irrespective of whether the Contractor is in default) including the finding that the

certification filed by the Contractor in accordance with New York State Finance Law, Section 139- k ("The "Lobbying Law") was intentionally false or intentionally incomplete. Promptly upon receipt of such notice and unless otherwise directed in writing by the Authority, the

Contractor shall discontinue all work by its officers and employees, shall halt the placing of further subcontracts and orders for services, materials, facilities or supplies and, insofar as

possible, shall proceed to halt work under, and to cancel, all subcontracts and outstanding orders to the extent the same are reimbursable hereunder.

B. Upon termination without default of the Contractor, the Contractor shall be paid for

services performed up to the effective date of termination, and the Authority shall have no further obligation to the Contractor. The Authority shall reimburse the Contractor for all reasonable

cancellation charges incurred by it and should the Contractor be unable to arrange a cancellation under any such order or subcontract, it will follow the instructions of the Authority in the premises, in which event the Authority will hold the Contractor harmless from and against any

loss or damages arising out of such order or subcontract and from the making of any further payments.

C. If the nature of the Services and termination or expiration of this Agreement require

the need for a smooth transition as determined by the Authority, at the Authority's request Contractor shall cooperate with the Authority to assure a smooth transition.

D. A termination for cause that is ultimately determined to have been wrongful shall be

deemed a termination without cause.

ARTICLE XVI - CONFIDENTIALITY

A. The Contractor hereby agrees that all data, recommendations, reports and other materials developed in the course of the Services are strictly confidential between the

Contractor and the Authority and the Contractor may not at any time reveal or disclose such


data, recommendations or reports in whole or in part to any third party without first obtaining permission from the Authority. Notwithstanding the preceding sentence, the Contractor

shall cooperate fully with such third parties as the Authority may designate by written request. Such cooperation shall include making available to such parties data, information and reports

used or developed by the Contractor in connection with the Services. Except with the Authority’s authorization in writing, the Contractor shall not be relieved of its confidentiality

obligations hereunder as they apply to confidential material and discussions even if Contractor may claim that such materials are: (a) part of the public domain; (b) published or otherwise become part of the public domain, other than through the disclosure of the

Contractor; or (c) already in the Contractor’s possession prior to the commencement of its Services hereunder. If such materials are required to be disclosed under applicable law or by a

governmental, regulatory or administrative order, decree, regulation or rule, Contractor shall, to the extent not prohibited by law, give the Authority prompt notice of such situation and afford

the authority with the opportunity to oppose or otherwise dispute such disclosure.

B. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall be deemed to (a) restrict or affect the rights or ability of the Contractor

to comply with all applicable disclosure laws, regulations and principles in connection with the offering and sale of securities by the Authority, (b) prevent the Contractor from retaining documents or other information in connection with the offering of securities by the

Authority or affiliates, including any document or other information disclosed to the Contractor, or (c) restrict or affect the rights or ability of the Contractor to use any such

documents or other information in investigating or defending itself against allegations or claims made or threatened by purchasers, regulatory authorities or others in connection with

such an offering or sale of securities.

C. Contractor, its directors, officers and employees shall not discuss with any representatives of any media the Services Contractor’s performance of the Services without the prior approval of the Authority.

D. The relevant provisions of the New York Personal Privacy Protection Law (Article 6-A of the Public Authorities Law, the “PPPL”) shall apply to this Agreement as if Contractor were an agency of the State of New York as defined therein. In addition to Contractor’s obligations

under the paragraph above, if, in connection with the performance of Services under this Agreement, Contractor receives or otherwise has possession or control of information which,

because of any name, number, symbol, mark or other identifier, can be used to identify a person (“Personal Information”), such Personal Information shall be received, maintained and used by

Contractor solely for the purpose of performing this Agreement and for no other purpose, in accordance with the Authority’s security standards and, at the request of the Authority, shall be encrypted in accordance with the Authority’s security standards. If Contractor receives a request

for disclosure of Personal Information to any person or entity not expressly authorized under this Agreement, Contractor shall not comply with the request and shall instead promptly notify the

Authority’s Project Manager. If Contractor is required by law to comply with the request, to the extent lawful, Contractor shall delay complying with the request until Contractor notifies the

Authority’s General Counsel in the most expeditious manner possible (e.g., telephone, email, fax) and affords the Authority with the opportunity to lawfully oppose such request.


ARTICLE XVII - CONFLICT OF INTEREST

A. The Contractor represents that:

(a) No officer, director, employee, agent, or other contractor of the Metropolitan

Transportation Authority, or its respective subsidiaries and affiliates (collectively the

"Authorities") or a member of the immediate family or household of any of the aforesaid has directly or indirectly received or been promised any form of benefit, payment or compensation, whether tangible or intangible or in connection with the grant of this Agreement.

(b) There are no undisclosed persons or entities interested with the Contractor in this

Agreement. This Agreement is entered into by the Contractor without any connection with any other entity or person making a proposal for the same purpose, and without collusion, fraud

or conflict of interest. To the best of the Contractor’s knowledge after diligent inquiry, no elected or appointed officer or official, director, employee, agent or other contractor of the

Authorities, or of the City or State of New York (including elected and appointed members of the legislative and executive branches of government), or a member of the immediate family or household of any of the aforesaid:

i) is interested on behalf of or through the Contractor directly or indirectly in any manner whatsoever in the execution or the performance of this Agreement, or in the Services, supplies or work, to which this Agreement

relates or in any portion of the revenues; or

ii) is an employee, agent, advisor, or consultant to the Contractor or to the best of Contractor's knowledge any subcontractor or supplier to Contractor.

As an exception to the above, the Authorities, in their sole discretion, may consent in

writing to waive this provision with respect to an individual or entity if the Contractor provides the Authorities with a written request for such waiver, in advance, which identifies all of the

individuals and entities involved and sets forth in detail the nature of the relationship and why it would not constitute a conflict of interest.

(c) Neither the Contractor nor any officer, director, employee, agency, parent,

subsidiary, or affiliate of the Contractor shall have an interest which is in conflict with the Contractor's faithful performance of Contractor's obligations under this Agreement; provided that

the Authorities, in their sole discretions, may consent in writing to such a relationship, provided Contractor provides the Authorities with a written notice, in advance, which identifies all the individuals and entities involved and sets forth in detail the nature of the relationship and why it is

in the Authorities best interest to consent to such relationship.

(d) The provisions of this Article are supplemental to, not in lieu of, all applicable laws with respect to conflict of interest or professional standard. In the event there is a difference

between the standards applicable under this Agreement and those provided by statute or professional standard, the stricter standard shall apply.


(e) In the event the Contractor has no prior knowledge of a conflict of interest as set forth above and acquires information which may indicate that there may be an actual or apparent

violation of any of the above, the Contractor shall promptly bring such information to the attention of the Contract Manager. The Contractor shall thereafter cooperate with the Authorities'

review and investigation of such information, and comply with the instructions Contractor receives from the Contract Manager in regard to remedying the situation.

ARTICLE XVIII – AFFIRMATIVE ACTION/EQUAL EMPLOYMENT OPPORTUNITY

PROVISIONS

This Agreement is subject to the Affirmative Action/EEO Requirements attached hereto as Appendix B. The Contractor is required to comply therewith.

ARTICLE XIX – QUALITY OF DELIVERABLES

All computer programs, documentation, reports, studies, recommendations, data, and other products of the performance of the Services by the Contractor and its subcontractors shall

be delivered to the Authority on such medium as requested by the Authority, with sufficient detail and clarity, and with sufficient explanations and information, to enable the Authority to

understand, apply, modify and maintain such products without further assistance.

ARTICLE XX – DATA

Data and drafts which are within Contractor’s possession or control shall at all times be

accessible to the Authority, and copies shall be supplied by the Contractor to the Authority at its request. This Contractor’s obligation applies even if the Contractor is in dispute with the

Authority or may otherwise claim or have the right to withhold data or drafts from the Authority.

ARTICLE XXI − PROCUREMENT LOBBYING DISCLOSURE (THE “LOBBYING LAW”)

This Agreement is subject to the provisions of New York State Finance Law, Sections 139-j and 139-k (the “Lobbying Law”), which became effective on January 1, 2006. The

Lobbying Law, which is designed to restrict lobbying by Offerors and lobbyists on governmental procurements, is summarized in Attachment F to the Request For Proposals that resulted in the award of this contract. Among other things, the Law imposes fines and

penalties against persons and organizations that engage in impermissible contacts about a governmental procurement and provides for the debarment of repeat violators. The Contractor

agrees to the following:

A. The affirmation, certifications and disclosure of prior non-responsibility

determinations submitted with the Contractor’s Proposal are incorporated herein by reference.


B. If applicable for certain modifications that may be made in future to this contract, the

Contractor will be required to submit new disclosure and certification forms (Disclosure of Prior

Non-responsibility Determinations and the “Affirmation and Certification”) with its

proposal for the contract modification. The Contractor would be required to disclose findings of

non- responsibility due to intentional provision of false or incomplete information to a covered

agency or authority within the past four years with respect to the Lobbying Law.

C. Contractor may be in default in the event it is found that the Contractor’s “Affirmation and Certifications” form and its “Disclosure of Prior Non-responsibility

Determinations” form submitted with its proposal were intentionally false or intentionally incomplete. Upon such finding, the Authority may exercise its termination right by providing

written notification to the Contractor in accordance with the terms of this Contract.

ARTICLE XXII – EMPLOYMENT ELIGIBILITY VERIFICATION (Form I-9)

The Contractor is responsible for complying in all respects with the Immigration Reform and Control Act of 1986, as amended (“IRCA”), with respect to all persons performing

Services on its behalf in connection with this Agreement, including employees and agents of Contractor and any subcontractor. Specifically, for each such employee/agent, including a person who is a United States citizen, Contractor is responsible for completing and retaining

and causing any subcontractor to complete and retain, an Employment Eligibility Verification Form (Form I-9), in accordance with the applicable laws and regulations. The Contractor will

assume any and all liability, including the defense thereof, that may result from a claim or finding that the Contractor or any subcontractor violated the IRCA with respect to

any person performing Services on its behalf in connection with this Contract.

ARTICLE XXIII – NEW YORK STATE COMPTROLLER REVIEW/APPROVAL

In accordance with Public Authorities Law §2879-a, this contract may be subject to review and/or approval of the Office of the State Comptroller (OSC), and shall not be valid, effective or binding until it has been approved by the OSC, if such review and/or approval is required.

ARTICLE XXV − PRIOR AUTHORIZATION

This Agreement supersedes the Authority's Letter of Authorization dated _______________.

ARTICLE XXVI − CERTIFICATION OF COMPLIANCE WITH THE LOBBYING LAW By signing this Agreement, the Contractor also certifies that all information provided to the Authority with respect to New York State Finance Law, Sections 139-j and 139-k (the “Lobbying Law”) is complete, true and accurate.


ARTICLE XXVII − METROPOLITAN TRANSPORTATION AUTHORITY VENDOR CODE OF ETHICS

By signing this Agreement, the Contractor agrees to: a) continue complying with the terms of the MTA Vendor Code of Ethics, which has been made available for viewing on the MTA website at www.mta.info/mta/procurement/vendor-code.htm; and b) continue reporting to the Authority, during the term of this contract, any change in circumstance, including but not limited to conflicts of interest, that materially affects the previously submitted “Proposer’s Certification of Compliance with the Vendor Code of Ethics” or subsequent update(s) submitted to the Authority under this contract.

ARTICLE XXVIII − IRAN DIVESTMENT ACT

This Agreement is subject to New York State Finance Law 165-a, Iran Divestment Act of 2012 which requires the Office of General Services to post on its website (http://www.ogs.ny.gov/about/regs/docs/ListofEntities.pdf) a list of persons who have been determined to engage in investment activities in Iran. The Authority may not enter into or award a Contract unless it obtains certification, Appendix G, from a Proposer that they are not on the list.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the day and year first above written.


BY Authorized Officer

APPROVED AS TO FORM:

BY

Senior Associate Counsel

CONTRACTOR

BY ______________________________________ Authorized Officer

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RFP No. 13243-ILS Advisor Contract

APPENDIX A

APPENDIX A to ATTACHMENT C

COMPENSATION PROVISIONS

1. The purpose of this Appendix is to establish the basis of payment and reimbursement to the Contractor for Services performed in accordance with terms and conditions of the Agreement.

Within thirty (30) days from the date of this Agreement the Contractor shall furnish to the Authority a list showing the names, titles and billing rates of the employees (including those of the

subcontractor) who will be directly employed in the performance of the Services.

2. Invoices which are prepared and documented in accordance with the requirements stated herein will be paid by the Authority within thirty (30) days after receipt. All invoices shall be

sent to:

Metropolitan Transportation Authority

347 Madison Avenue New York, NY 10017 Attention: Finance Department

3 and 4. Value of contract and Payment [to be determined.]

5. [This provision applies if the final agreement includes reimbursement to the contractor for

out of pocket expenses]

The words "direct, out-of-pocket expenses" as used above shall mean and shall include the following costs and expenses incurred by the Contractor, its officers and employees in connection with the

performance of such Services:

Travel expenses, including:

i. railroad, airplane (coach), bus, rented automobile, taxi or other fares, or a flat rate per mile plus tolls and parking fees for private automobile travel in accordance with the Authority’s Travel and Business Expense Policy (all estimated not to exceed $[ ]);

ii. actual and reasonable charges for the following items while away from the home office or other office to which the employee involved is assigned: a) hotel

accommodations, which shall be less than or equal to government rates for local area hotels and shall be subject to the Authority’s prior approval, and b) meals, which shall be less than or equal to the per diem meal allowance applicable under the

Authority’s Travel and Business Expense Policy (all estimated not to exceed $[ ]).

6. The Contractor shall, to the extent practicable, use tax exemption certificates in

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RFP No. 13243-ILS Advisor Contract.

Appendix A

connection with the procurement of materials, equipment or services in the performance of this Agreement to avoid charging the Authority with federal, state and local taxes.

7. As provided in Article IX of the Agreement the Authority has assigned a Purchase Order number to the Agreement for control purposes, in addition to the MTA Agreement number. The Purchase Order number and the Agreement number are shown on the first page of this Agreement.

Separate Purchase Order numbers will also be assigned to any supplemental agreements that may be issued in future modifying the Agreement. The Contractor must ensure that when submitting

invoices for payment: 1) the Purchase Order number as well as the Agreement number are shown on invoices, and 2) that the Company Name shown on invoices exactly matches the Company

Name as it is shown on the first page of the Agreement or Supplemental Agreement. Any invoice that is received by the Authority without the specific information required herein will be returned to the Contractor for correction and resubmission.

8. As provided in Article XIV of the Agreement the Authority may terminate the Agreement at any time, with or without cause, upon notice in writing to the Contractor. Upon such termination the Authority shall reimburse the Contractor for all reasonable cancellation charges

incurred by it as provided in said Article.

Boiler/Compensation Provisions/Appendix A/CPFF.doc

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RFP No. 13243-ILS Advisor Contract Appendix B – Proposer

�NOTE: Wherever the word “Consultant” is used herein it shall mean “Contractor”.

APPENDIX B

AFFIRMATIVE ACTION/EEO REQUIREMENTS

The Proposer agrees to the terms and conditions of non-discrimination as set forth within. The Proposer, as a precondition to entering into a valid and binding contract, shall during the performance of this contract, agree to the following:

(a) The consultant will not discriminate against any employee or applicant for employment because of race, creed, color, national origin, sex, age, disability or marital status. The consultant will undertake or continue existing programs of affirmative action to ensure that minority group members and women are afforded equal employment opportunities without discrimination because of race, creed, color, national origin, sex, age, disability or marital status. The consultant shall make and document its conscientious and active efforts to employ and utilize minority group members and women in its work force on this contract. For these purposes, affirmative action shall apply in the areas of recruitment, employment, job assignment, promotion, upgradings, demotion, transfer, layoff, or termination and rates of pay or other forms of compensation.

(b) The consultant shall state in all solicitations or advertisements for employees that, in the performance of this 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.

(c) At the request of the Authority, the consultant 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 consultant's obligations herein.

(d) After an award of this contract, the consultant shall submit to the Authority a workforce utilization report, in a form and manner required by the Authority, of the work force actually utilized on this contract, broken down by specified ethnic background, gender, and Federal Occupational Categories or other appropriate categories specified by the Authority.

(e) Prior to the award of this contract, the consultant shall submit an Equal Employment Opportunity (EEO) Policy Statement and an EEO-1 form to the Authority within the time frame established by the Authority. The consultant's EEO Policy Statement shall contain, but not necessarily be limited to, and the consultant, as a precondition to entering into this contract shall, during the performance of the contract, agree to the provisions set forth in paragraphs (a)-(c) above. The EEO-1 Form shall reflect consultant information on the

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RFP No. 13243-ILS Advisor Contract Appendix B – Proposer

�NOTE: Wherever the word “Consultant” is used herein it shall mean “Contractor”.

ethnic background, gender, and Federal Occupational Categories of the employees to be utilized on this contract.

(f) Within sixty (60) days of the execution of this Contract, the Consultant shall submit a Staffing Plan (Form Staffpln), in a form and manner required by the Authority, which shall contain information on employees projected to work on activities related to the contract. This information must be broken down by specified ethnic background, gender and related job titles.

(g) For construction contracts, after the award of the contract, the contractor shall submit on a monthly basis, in a form and manner required by the Authority, throughout the life of the contract, a Work Force Utilization Report (Form WF-257 - Construction) which details employee's hours worked on activities related to this contract. This information must be broken down by specified ethnic background, gender and related job titles.

(h) Except for construction contracts, after the award of the contract, the consultant shall submit on a semi-annual basis, in a form and manner required by the Authority, throughout the life of the contract, a Work Force Utilization Report (Form WF-257 - Service and/or Consultant Firms) which details the number of employees that worked on activities related to this contract. This information must be broken down by specified ethnic background, gender and related job titles. In instances where a consultant's workforce cannot be broken out, the consultant must affirm such and submit an EEO-1 Form detailing its current workforce.

(i) The provisions of this Appendix shall not apply to the extent the consultant or a subconsultant has obtained a waiver from the Authority based on duplication or conflict with federal laws.

(j) The consultant agrees to include the language of the provisions of paragraphs (a)-(i) above in every subconsultant agreement in such manner that the requirements of the provisions will be binding upon each subconsultant and each party to this contract as to work in connection with this contract, including the requirement that subconsultants and parties to this contract shall undertake or continue existing programs of affirmative action to ensure that minority group members and women are afforded equal employment opportunities without discrimination and, when requested, provide to the consultant information on the ethnic background, gender, and Federal Occupational Categories of the employees to be utilized on this contract.

Attachments: Forms: - EEO-1; Staffing Plan; WF-257/Construction, incl. Instructions; WF-257/Service and/or Consultant

Firms, incl. Instructions.

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RFP No. 13243-ILS Advisor Contract Page 1 of 3 (EEO-1) Appendix B Forms


Office of Civil Rights

EQUAL EMPLOYMENT OPPORTUNITY EMPLOYER INFORMATION REPORT EEO-1

Section A – TYPE OF REPORT

1. Indicate by marking in the appropriate box the type of reporting unit for which this copy of the form is submitted (MARK ONLY

ONE BOX):

Multi-establishment Employer:

(1) Single-establishment Employer Report (2) Consolidated Report (Required)

(3) Headquarters Unit Report (Required)

(4) Individual Establishment Report (submit one for each

establishment with 50 or more employees)

(5) Special Report

2. Total number of reports being filed by this Company: (Answer on Consolidated Report only) ____________________

Section B – COMPANY IDENTIFICATION (To be answered by all employers)

OFFICE

USE

ONLY

1. Parent Company:

a. Name of parent company (owns or controls establishment in Item 2 below). (Omit if same as above) a.

Address (Number and Street) b.

City or Town State ZIP code c.

2. Establishment for which this report is filed: (Omit if same as above)

a. Name of establishment: d.

Address (Number and street) City or Town County State ZIP code e.

b. Employer Identification No. (IRS 9-DIGIT TAX NUMBER): ______________________________________ f.

c. Was an EEO-1 report filed for this establishment last year? (6) Yes (7) No




EQUAL EMPLOYMENT OPPORTUNITY EMPLOYMENT INFORMATION REPORT EEO-1

Section C – EMPLOYMENT DATAEmployment at this establishment - Report all permanent full-time and part-time employees including apprentices and on-the-job trainees unless specifically

excluded as set forth in the instructions. Enter the appropriate figures on all lines and in all columns. Blank spaces will be considered as zeros.

Job

Categories

NUMBER OF EMPLOYEES

MALE FEMALE

Overall

Totals

(Sum of

Col. B thru

K)

A

White

(Not of

Hispanic

Origin)

B

Black

(Not of

Hispanic

Origin)

C

Hispanic

D

Asian

or

Pacific

Islander

E

American

Indian or

Alaskan

Native

F

White

(Not of

Hispanic

Origin)

G

Black

(Not of

Hispanic

Origin)

H

Hispanic

I

Asian

or

Pacific

Islander

J

American

Indian or

Alaskan

Native

K

Officials and

Managers l

Professionals 2

Technicians 3

Sales Workers 4

Office & Clerical 5

Craft Workers

(Skilled) 6

Operatives

(Semi-Skilled)

7

Laborers

(Unskilled) 8

Service Workers 9

TOTAL 10

Total employment

reported in previous

EEO-1 report 11

NOTE: Omit Questions 1 and 2 on the Consolidated Report.

1. Date(s) of payroll period used: _______________________ 2. Does this establishment employ apprentices? (8) Yes (9) No




EQUAL EMPLOYMENT OPPORTUNITY EMPLOYER INFORMATION REPORT EEO-1

Section D – ESTABLISHMENT INFORMATION (Omit on the Consolidated Report)

1. What is the major activity of this establishment? (Be specific, i.e., manufacturing steel castings, retail grocer,

wholesale plumbing supplies, title insurance, etc. Include the specific type of product or type of service provided, as

well as the principal business or industrial activity.)

OFFICE

USE

ONLY

g.

Section E – REMARKS

1. Use this item to give any identification data appearing on last report which differs from that given above, explain major changes in

composition or reporting units and other pertinent information.

Section F – CERTIFICATION

Check (10) All reports are accurate and were prepared in accordance with the instructions (check on Consolidated only)

One: (11) This report is accurate and was prepared in accordance with the instructions.

Name of Certifying Official Title Signature Date

Name of person to contact regarding

this report (type or print)

Address (Number and Street)

Title City and State ZIP Code Telephone Number

(Including Area Code)

All reports and information obtained from individual reports will be kept confidential as required by Section 709(e) of Title VII.

WILLFULLY FALSE STATEMENTS ON THIS REPORT ARE PUNISHABLE BY LAW, U.S. CODE, TITLE 18, SECTION 1001.

6/01

Boiler/AA-EEO/Forms/EEO-1.doc

STAFFING PLAN

Project/RFP Title: Location of Contract : County ZIP Contractor/Firm Name: Address :

City State ZIP

Check applicable categories: (1) Staff Estimates include: Contract/Project Staff Total Work Force Subcontractors (2) Type of Contract: Construction Consultants Commodities Services/Consultants

Total Anticipated Work Force

Total Percent Minority

Employees

Total Percent Female

Employees Federal Occupational

Category

Total Number of Employees

Black (Not of

Hispanic Origin)

Hispanic Asian or Pacific Islander

Native American/

Alaskan Native

Male Female Male Female Male Female Male Female Male Female

Officials/Admin.

Professionals

Technicians

Sales Workers

Office & Clerical

Craft Workers

Operatives

Laborers

Service Workers

TOTALS

Company Official's Name: Title :

Company Official's Signature: ______________________________________________________ Date: Telephone Number: ( ) _________________________________________________________

��

6/01

Boiler/AA-EEO/Forms/Staffing Plan.doc

MTA RFP No. 13243-ILS Advisor Contract Page 1 of 1 (Staffpln) Appendix B Forms

MTA RFP No. 13243-ILS Advisor Page 1 of 2 (SVC & Consult) Appendix B Forms

WORK FORCE UTILIZATION REPORT – FORM WF-257�

SERVICE and/or CONSULTANT �FIRMS��

Agency: /Code Reporting Period: __________________________________________________

Check one: Quarterly Report Semi-Annual Report

Contractor/Firm Name: Address: _________________________________________________________________________________

��

Type of Report: Contract Specific Work Force

Total Work Force Check if: NOT-FOR-PROFIT

��

��

Contract Amount: $_______________________________

Contract No.: Location of Work:

� � � � � ��

Product/Service Provided:

Contract Start Date: Percent of Job Completed:

Number of Employees

Federal Occupational

Category

Total Number of

Employees

Black

(Not of Hispanic

Origin)

Hispanic Asian or Pacific

Islander

Native American/

Alaskan Native

Total Percent

Minority

Employees

Total Percent Female

Employees

Male Female Male Female Male Female Male Female Male Female

Officials/Admin.

Professionals

Technicians

Sales Workers

Office & Clerical

Craft Workers

Operatives

Laborers

Service Workers

TOTALS

Company Official's Name: Title: ____________________________________________________________________

Company Official's Signature: ____________________________________________ Date: ___________________________________________________________________

Telephone Number: ( ) ____________________________________________

Service & Consult WF-257

MTA RFP No. 13243-ILS Advisor Page 2 of 2 (SVC & Consult) Appendix B Forms

WORK FORCE UTILIZATION REPORT – FORM WF-257

SERVICE and/or CONSULTANT FIRMS INSTRUCTIONS FOR COMPLETION

PURPOSE: The Work Force Utilization Report for Service and/or Consultant Firms is prepared by all contractors, and subcontractors if any, providing services (skilled or non-skilled) or professional consulting services to a state agency to document their actual employment of minority group members and women during the period covered by the report. The report has a format similar to forms used by the Federal government for reporting equal employment opportunity data. When the contract specific work force can be identified, the report covers all employees (including apprentices or trainees) working on the project. If the contract specific work force cannot be separated out, the contractor's total work force is reported. The completed reports are used by the contracting state agency to monitor the contractor's and subcontractor's compliance with the contract's equal employment opportunity requirements.

GENERAL INFORMATION: 1. Name of contracting state agency and state agency code (five digit code). 2. Reporting period covered by report (mm/dd/yy to mm/dd/yy); check to indicate Quarterly or Semi-Annual Report. 3. Contractor firm name (prime contractor on summary report submitted to agency) and address (including city name, state and zip

code); check if the contractor is a NOT-FOR-PROFIT. 4. Type of Report: check to indicate whether report covers (i) the Contract Specific Work Force or (ii) the Company's Total Work Force

(in the event the contract specific work force cannot be separated out). 5. Contractor Federal Employer Identification number or payee identification number (prime contractor i.d. on summary report); check

to indicate prime or subcontractor report. 6. Contract Amount is dollar amount based on terms of the contract. 7. Contract number is the agency assigned number given to the contract (seven digits). 8. Location of work including county and zip code where work is performed. 9. Indicate Product or Service provided by contractor (brief description). 10. Contract start date is month/day/year work on contract actually began. 11. Contractor's estimate of the percentage of work completed at the end of this reporting period.

FEDERAL OCCUPATIONAL CATEGORIES: The contractor's work force is broken down and reported by the nine Federal Occupational

Categories (FOC's) consistent with the Federal government's EEO-1 categories for the private sector labor force. These are: Officials and

Managers, Professionals, Technicians, Sales, Office & Clerical (Administrative Support), Craft Workers, Operatives, Laborers and Service

Workers. The categories are general in nature, and include all related occupational job titles. The contracting agency can provide assistance in categorizing specific jobs.

TOTAL NUMBER OF EMPLOYEES: Record the total number of all persons employed in each FOC during the reporting period, regardless

of ethnicity (either working on the specific contract OR in the contractor's total work force, based on the type of report indicated above). Report the total number of male (M) employees in column (1) and the total number of female (F) employees in column (2) for each FOC. In columns (3) thru (10) report the numbers of male and female minority group members employed, based on the following defined groups:

• Black (not of Hispanic origin): all persons having origins in any of the Black African racial groups; • Hispanic: all persons of Mexican, Puerto Rican, Dominican, Cuban, Central or South American descent of either Indian or Hispanic origin, regardless of race; • Asian or Pacific Islander: all persons having origins in any of the Far East countries, South East Asia, the Indian subcontinent or the Pacific Islands; • Native American or Alaskan Native: all persons having origins in any of the original peoples of North America.

TOTAL % MINORITY = sum of all minority group members (male and female) employed in the FOC divided by the total number of all

employees in that FOC (column 1 + column 2). TOTAL % FEMALE = total number of female employees in the FOC (column 2) divided by the total number of all employees in that

FOC (column 1 + column 2).

TOTALS: column totals should be calculated (sum each column) for all FOC's combined. Total minority and female percentages should be calculated as shown above, based on the column totals.

SUBMISSION: The work force utilization report is to be completed by both prime and subcontractors and signed and dated by an authorized representative before submission. This Company Official's name, official title and telephone number should be printed or typed where indicated on the bottom of the form.

Note: The prime contractor shall complete a report for its own work force, collect reports completed by each subcontractor, and prepare a

summary report for the entire combined contract work force. The reports shall include the total number of employees in each

occupational category for all payrolls completed in the reporting period. The prime contractor shall submit the summary report to the contracting agency as required by Part 142 of Title 5 of the NYCRR pursuant to Article 15-A of the Executive Law. 6/01

Boiler/AA-EEO/Forms/WF-257 Service & Consult.doc

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RFP No. 13243-ILS Advisor Appendix C

APPENDIX C


GUIDELINES FOR CONTRACTORS

These Guidelines have been prepared to assist Contractors in understanding the Authority's

requirements and expectations for the performance of professional services and in preparing

proposals for such services for the Authority's consideration. These Guidelines will become a part

of the Agreement between the Contractor and the Authority.

I. GENERAL REQUIREMENTS (APPLICABLE TO ALL AGREEMENTS)

Contractors shall:

A. Submit, on a monthly basis, a computer-generated Cost and Progress Report

acceptable to the Authority's Project Manager. One copy shall be sent to the Department Head

responsible for the work and one to the Director of Procurement. In addition to this report, and the

quarterly progress report provided for in Paragraph I.B. below, the Contractor shall comply with the

Planning and Scheduling requirements of Paragraph I.F. below.

B. Submit a quarterly progress report (if required by the Work Statement) at the end of

each calendar quarter. This shall consist of a narrative account of work accomplished in the

previous quarter, a statement of work expected to be accomplished in the next quarter, an account

of any unusual or difficult problems encountered, and statement of work accomplished compared to

that scheduled. Two (2) copies of this report are to be sent to the Department Head responsible for

the work and one to the Director of Procurement.

C. Prepare minutes of meetings as required under ARTICLE X - LIAISON of the

Agreement. Distribution should be as follows:

1. One copy to each person attending the meeting.

2. One copy to the Department Head responsible for the work.

3. One copy to the Director of Procurement.

D. If the Agreement with the Contractor is funded in whole or in part by federal, state,

city or other agencies, terms and conditions required by such agencies will be included in the

Agreement and the Contractor shall comply with them.

E. The Contractor shall perform no services outside the scope of its Agreement with

the Authority nor shall it incur costs beyond the maximum amount obligated in the Agreement

without having received direction to do so from the Director of Procurement or an appropriate

Supplemental Agreement covering such services or additional funding.

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F. Planning and Scheduling

a. Within 30 days after award of the Agreement, the Contractor shall submit to

the Authority's Project Manager for his/her acceptance a project tracking schedule indicating its

proposed plan and schedule to complete the work. The submission shall include a time-scaled

network diagram.

b. The start date of the project tracking schedule shall be the Agreement award

date. The completion date shall be the Agreement completion date as specified in the Agreement.

All intermediate milestones required in the Agreement shall be shown in proper logical sequence.

II. CONTRACTOR'S AGREEMENT WHOSE END PRODUCT IS A STUDY OR

REPORT

A. Reports shall be printed on 8 1/2" x 11" paper, bound along the 11" side. Paper weight

generally should not exceed 20 lb. bond, opaque, and covers generally should not exceed 80 lb.

stock. The number of copies to be furnished will be stipulated in the request for proposal.

B. Some form of mechanical binding, such as a comb binding, shall be used. Glued

binding shall not be used. The name or title of the report should be imprinted on the binding.

C. Graphics and artwork should be kept as simple as possible, consistent with the

complexity of information to be presented.

D. The number of colors used in printing should be kept to a minimum, consistent with the

complexity of information to be presented.

E. Drawing sizes, to the greatest extent practicable, should be kept to 8 1/2" x 11", or

folded, if required, to that size.

F. Before starting the report, the Contractor shall review with the Authority's Project

Manager the proposed outline and content of the report and obtain the Project Manager's approval

before proceeding.

G. A copy of the finished report shall be forwarded to the Director of Procurement for

including in the Contractor's Agreement file.

H. A copy of any report required under this Agreement shall be submitted on disk in such

format and language as specified by the Authority.

III. INSURANCE REQUIREMENTS

The following provisions relating to Insurance required for this contract are incorporated into the

Agreement between the Authority and the Contractor.

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A. Required Insurance

On or before the effective date of this Agreement, the Contractor shall procure, at its sole cost and

expense, and shall maintain in force at all times during the term of this Agreement, policies of

insurance as herein below set forth, written by companies with an A. M. Best Company rating of A-

or better and approved by the Authority and shall deliver evidence of such policies. These policies

must: (i) be written in accordance with the requirements of the paragraphs below, as applicable;

(ii) be endorsed in form acceptable to the Authority to include a provision that the policy will not

be canceled, materially changed, or not renewed without at least thirty (30) days prior written

notice to the Authority, c/o MTA Risk & Insurance Management – Standards Enforcement &

Claims Unit – 2 Broadway, 21st Floor, New York, NY 10004, by Certified Mail, return receipt

requested; and (iii) state or be endorsed to provide that the coverage afforded under the policies

shall apply on a primary and not on an excess or contributing basis with any policies which may

be available to the Authority, and also that the Consultant’s and subcontractor’s policies, primary

and excess, must be exhausted before implicating any MTA policy available. (iv) In addition,

Consultant’s policies shall state or be endorsed to provide that if a subcontractor’s policy

contains any provision that may adversely affect whether Consultant’s policies are primary and

must be exhausted before implicating any MTA policy available, Consultant’s and

subcontractor’s policies shall nevertheless be primary and must be exhausted before implicating

any MTA policy available. Except as otherwise provided herein, policies written on a "claims-

made" basis are not acceptable. At least two (2) weeks prior to the expiration of the policies,

Consultant shall endeavor to provide evidence of renewal or replacement policies of insurance,

with terms and limits no less favorable than the expiring policies. Deductibles or self-insured

retentions above $100,000 will require approval from the Authority. The Consultant shall be

responsible for all claim expense and loss payments within the deductible or self-insured

retention.

1. Workers' Compensation Insurance (including Employers' Liability insurance

with limits of not less than $2,000,000) meeting the statutory limits of New York

State. Such coverage shall not exclude the Contractors liability for "leased

employees".

2. Commercial General Liability Insurance (I.S.O. Form CG 00 01 01 96 or

equivalent approved by the Authority) in the Contractor's name with limits of

liability in the amount of $1,000,000 each occurrence on a combined single limit

basis for injuries to persons (including death) and damage to property.

If the policy is subject to an aggregate limit, replacement insurance will be required

if it is likely such aggregate will be exceeded.

Such policies shall include:

• Contractual coverage for liability assumed by the Contractor;

• Contractual Liability Exclusion, applicable to construction or demolition

operations to be performed within 50 feet of railroad tracks, must be voided,

where necessary;

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• "XCU" coverage (Explosion, Collapse, and Underground Hazards) where

necessary;

• Products-Completed Operations Coverage;

• Independent Contractors Coverage and

• Additional Insured Endorsement (latest I.S.O. Form CG 20 l0 or equivalent

approved by the Authority) naming the Metropolitan Transportation Authority

(MTA) including its subsidiaries and affiliates.

3. Business Automobile Liability Insurance Policy (I.S.O. Form CA 00 01 07 97

or equivalent approved by the Authority) in the Contractor’s name with limits of

liability in the amount of $1,000,000 each accident for claims for bodily injuries

(including death) to persons and for damage to property arising out of the

ownership, maintenance or use of any owned, hired or non-owned motor vehicle.

If the policy is subject to an aggregate limit, replacement insurance will be

required if it is likely such aggregate will be exceeded.

4. Professional Liability Insurance covering actual or alleged negligent acts, errors

or omissions committed by the Contractor, his agents or employees, arising out of

the work performed under this Agreement. The policy coverage shall extend to

include bodily injury and property damage from negligent performance of

professional service and personal injury liability coverage for claims arising out of

the Work. The policy shall have limits of liability of not less than $2,000,000 per

occurrence. If any deductible is applicable, such deductible shall not exceed

$250,000, unless such increased deductible or retention is approved by MTA Risk

and Insurance Management. The Contractor shall be responsible for payment of

all claim expenses and loss payments within the deductible. If the policy is

subject to an aggregate limit, replacement insurance will be required if it is likely

such aggregate will be exceeded. Such insurance shall be subject to the terms and

conditions and exclusions that are usual and customary for this type of insurance.

If this insurance is provided on a claims-made basis, in addition to the coverage

requirements above, such policy shall provide that:

• Policy retroactive date coincides with or precedes the Insureds' initial services

under the Agreement and shall continue until the termination of the

Agreement (including subsequent policies purchased as renewals or

replacements).

• Policy allows for reporting of circumstances or incidents that might give rise

to future claims.

• Not less than a three-year extended reporting period with respect to events

which occurred but were not reported during the term of the policy.

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The Contractor shall furnish satisfactory evidence of all policies, before any work is started, to

Metropolitan Transportation Authority, Standards Enforcement & Claims Unit – MTA Risk &

Insurance Management – 2 Broadway, 21st Floor, New York, NY 10004. The Authority’s

Certificates of Insurance may be supplied as evidence of such aforementioned policies; however,

if requested by the Authority, the Contractor shall deliver to the Authority within forty-five (45)

days of the request a copy of such policies, certified by the insurance carrier as being true and

complete. If a Certificate of Insurance is submitted it must: (1) be provided on the Authority’s

Certificate of Insurance Form annexed to this Agreement; (2) be signed by an authorized

representative of the insurance carrier or producer and notarized; (3) disclose any deductible,

self-insured retention, aggregate limit or any exclusions to the policy that materially change the

coverage; (4) indicate the Additional Insureds and Named Insureds as required herein; (5)

reference the Agreement or Contract by number on the face of the certificate; and (6) expressly

reference the inclusion of all required endorsements.

If, at any time during the period of this Agreement, insurance as required is not in effect, or proof

thereof is not provided to the Authority, the Authority shall have the options to: (i) direct the

Contractor to suspend work with no additional cost or extension of time due on account thereof;

(ii) obtain the required insurance at Contractor’s expense providing the Authority with coverage

immediately; or (iii) treat such failure as an occasion of default.

Nothing herein contained shall be deemed to limit the Contractor’s liability to the limits of

liability, coverage renewal, or replacement of the policies listed above.

B. Reports of Loss

The Contractor shall immediately file with the Authority’s Director of Risk management, a notice

of any loss, claim or any occurrence likely to result in claim or loss, and shall comply with all

policy conditions, including filing of proofs of loss pertaining to such occurrence or loss, with due

regard for time limitations contained in the policy conditions.

Should Contractor’s failure to comply with policy conditions result in the insurer’s failure to defend

or indemnify the Authority, the Contractor will be responsible for the full amount of the cost to

defend and indemnify the Authority.

Attachment: MTA Certificate of Insurance form.

BOILER/Guidelines/Appendix C.doc

Rev.9/08

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Capital Contract

Operating Contract

Metropolitan Transportation Authority CERTIFICATE OF INSURANCE Headquarters Agreements

AGREEMENT or CONTRACT #: AGREEMENT or CONTRACT NAME/DESCRIPTION:

INSURANCE PRODUCER:

ADDRESS:

PHONE #:

CERTIFICATE ISSUANCE DATE:

DATE RECEIVED: REFERENCE #:

INSURED:

ADDRESS:

PHONE #:

CO LTR

COMPANIES AFFORDING COVERAGE

A NAIC #

B NAIC #

C NAIC #

CERTIFICATE HOLDER:

ADDRESS:

Phone #:

Metropolitan Transportation Authority Attention: Risk & Insurance Management

2 Broadway 21

st Floor

New York, NY 10004 (646) 252-1430

D NAIC #

E NAIC #

F NAIC #

G NAIC #

COVERAGES (See Notes 1 and 2)

CO LTR

TYPE OF INSURANCE POLICY

NUMBER EFFECTIVE

DATE EXPIRATION

DATE LIMITS

GENERAL LIABILITY Commercial General Liability Form Underground Expl.& Collapse Hazard Products/Completed Operations Contractual Liability Independent Contractors Fifty Foot Exclusion Removed Personal & Advertising Injury SIR/Deductible $

BI & PD COMBINED OCCURRENCE

$

GENERAL AGGREGATE $

PRODUCTS/COMPLETED OPERATIONS AGGREGATE

$

OTHER $

AUTOMOBILE LIABILITY Any Auto Owned Autos Hired Autos Non-Owned Autos

BODILY INJURY (Per Occurrence)

$

PROPERTY DAMAGE (Per Occurrence

$

BODILY INJURY/PROPERTY DAMAGE COMBINED SINGLE LIMIT (Each Accident

$

GARAGE LIABILITY

Any Auto

AUTO ONLY EACH ACCIDENT

$

OTHER THAN AUTO ONLY

EA ACC $

AGG $

EXCESS LIABILITY Umbrella Form Other Than Umbrella Form SIR/Deductible $

EACH OCCURRENCE $

AGGREGATE $

WORKER’S COMPENSATION AND EMPLOYER’S LIABILITY

USLH Jones Act “All States” Coverage

STATUTORY LIMITS

EMPLOYER’S LIABILITY $

PROFESSIONAL LIABILITY

Includes Pollution Liability Deductible $

$

OTHER: $

OTHER: $

OTHER: $

EVIDENCE OF RAILROAD PROTECTIVE LIABILITY AND/OR BUILDER'S RISK INSURANCE, WHEN APPLICABLE, REQUIRES SUBMISSION OF THE ORIGINAL POLICY.

THE ORIGINAL BINDER(S) WILL BE ACCEPTED, PENDING ISSUANCE OF THE ORIGINAL POLICY(S). Revised 10/13

CERTIFICATE OF INSURANCE HQ (Continued) Page 2

LIABILITY COVERAGES:

ADDITIONAL INSUREDS (See Note 3) Check all that apply �Coverage: General Liability, Garage Liability, Excess/Umbrella Liability Contractor’s Pollution Liability, Pollution Legal Liability, etc.

For all MTA Headquarter Agreements Metropolitan Transportation Authority and the respective affiliates

and subsidiaries existing currently or in the future and successors to each Indemnified Parties listed herein.

For all MTA Grand Central Terminal Agreements (or when work is performed at Grand Central Terminal)

Metro-North Commuter Railroad Company Connecticut Department of Transportation Midtown Trackage Ventures LLC Midtown TDR Ventures LLC Argent Ventures LLC

For all MTA – 2 Broadway Agreements (when work is performed at 2 Broadway)

New York City Transit Authority (NYCT), Triborough Bridge & Tunnel Authority (B&T), Metro-North Commuter Railroad Company (MNR), Long Island Rail Road (LIRR), MTA Capital Construction Co., Metropolitan Transportation Authority (MTA) and its subsidiaries and affiliates, and the City of New York (as owner), United States Trust Company of New York as Trustee under the 2 Broadway Ground Lease Trust, Two Broadway LLC, ZAR Realty, and Transwestern Commercial Services New York, L.L.C. and the respective affiliates and subsidiaries existing currently or in the future and successors to each Indemnified Parties listed herein.

Other:

PROPERTY COVERAGES:

(See Note 3) Check all that apply �

ADDITIONAL NAMED INSUREDS/LOSS PAYEE Property, Builder’s Risk, etc.

LOSS PAYEE Coverage: Crime Insurance, Valuable Papers

For all MTA Headquarter Agreements Metropolitan Transportation Authority and the respective affiliates

and subsidiaries existing currently or in the future and successors to each Indemnified Parties listed herein.

For all MTA Grand Central Terminal Agreements (or when work is performed at Grand Central Terminal)

Metro-North Commuter Railroad Company Connecticut Department of Transportation Midtown Trackage Ventures LLC Midtown TDR Ventures LLC Argent Ventures LLC

For all MTA – 2 Broadway Agreements (when work is performed at 2 Broadway)

New York City Transit Authority (NYCT), Triborough Bridge & Tunnel Authority (B&T), Metro-North Commuter Railroad Company (MNR), Long Island Rail Road (LIRR), MTA Capital Construction Co., Metropolitan Transportation Authority (MTA) and its subsidiaries and affiliates, and the City of New York (as owner), United States Trust Company of New York as Trustee under the 2 Broadway Ground Lease Trust, Two Broadway LLC, ZAR Realty, and Transwestern Commercial Services New York, L.L.C. and the respective affiliates and subsidiaries existing currently or in the future and successors to each Indemnified Parties listed herein.

Other:

NOTE 1: The subscribing insurance company(s), authorized to do business in the State of New York, certifies that insurance of the kinds and types and for limits of liability herein stated, covering the Agreement/Contract herein designated, has been procured by and furnished on behalf of the Insured and is in full force and effect for the period listed on the front of this Certificate of Insurance. In addition, the subscribing insurance company(s) certifies that the insurance limits for General Liability Insurance are not amended by deductible clauses of any nature except as has been disclosed to and approved by the Metropolitan Transportation Authority; and that coverage is afforded for the Insured’s obligations under that provision of the contract providing for indemnification of the Indemnified Parties, including the Metropolitan Transportation Authority, named therein. When applicable, the subscribing insurance company(s) certifies that any exclusion applying to construction or demolition operations on or within fifty (50) feet of railroad property (stations, yards, tracks, etc.) has been removed.

NOTE 2: Should any of the policies referred to herein be canceled, changed or not renewed, notice should be delivered in accordance with the policy provision to: Metropolitan Transportation Authority c/o MTA Risk and Insurance Management Department, 2 Broadway, 21st Floor, New York, NY 10004.

NOTE 3: All references to Additional Named Insureds and Additional Insureds include those entities’ directors, officers, employees, partners, agents, subsidiaries and affiliates.

NOTE 4: This certificate is issued to the Certificate Holder in consideration of the Agreement/Contract entered into with the named insured. It is understood and agreed that the certificate holder relies on the certificate as basis for continuing such Agreement/Contract with the name insured.

AUTHORIZED INSURER/PRODUCER _______________________________________________

BY _______________________________________________ (signature of authorized Insurer/Producer)

TITLE _______________________________________________

STATE OF ) ) s.s. COUNTY OF )

On this _______ day of _______________________ 20___, before me personally came ___________________________________, to me known, who being

duly sworn, did depose and say that he/she resides in ______________________________________________, that he/she is the

__________________________________ of the corporation and described in and which executed the foregoing Certificate of Insurance, that he/she is fully

authorized to execute the foregoing Certificate of Insurance.

_________________________________________________________________ (Notary Public)

CERTIFICATES OF INSURANCE MUST BE COMPLETED BY AUTHORIZED INSURANCE REPRESENTATIVES ONLY.

Revised 10/13

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RFP No. 13243-ILS Advisor Attachment D

ATTACHMENT D

OMNIBUS PROCUREMENT ACT PROVISIONS

BID/CONTRACT CLAUSES FOR ALL CONTRACTS

FOR IMPLEMENTATION OF THE OMNIBUS PROCUREMENT

ACT OF 1992, CHAPTER 844, LAWS OF 1992

1. It is the policy of New York State to maximize opportunities for the participation of

New York State business enterprises, including minority and women-owned

business enterprises as bidders, subcontractors and suppliers on its procurement

contracts.

2. Information on the availability of New York State subcontractors and suppliers is

available from:

Empire Economic Development Agency

Division of Minority & Women Business Development

30 South Pearl Street

Albany, NY 12245

Telephone: (518) 292-5250

3. A directory of minority and women-owned business enterprises is available online

at:

www.empire.state.ny.us

Bidders/Proposers who have a question concerning the Directory, or who wish to

obtain a copy of the Directory on disk (until April 1998) should contact:

Empire Economic Development Agency

Division of Minority & Women Business Development

30 South Pearl Street

Albany, NY 12245

Telephone: (518) 292-5250

A copy of this Directory may also be inspected at:

Metropolitan Transportation Authority


Two Broadway, 16th Fl.

New York, NY 10004

Telephone: (646) 252-1368

of 2

RFP No. 13243-ILS Advisor Attachment D

4. As required by the New York Omnibus Procurement Act of 1992, if the

amount of this contract is $1 Million or more, the firm which has entered into

this contract agrees to the following:

A. Contractor has made reasonable efforts to encourage the participation of

New York State Business Enterprises as suppliers and subcontractors on

this contract, and has retained the documentation of these efforts, to be

provided upon request to the State of New York.

B. Contractor has complied with the Federal Equal Opportunity Act of 1972

(P.L. 92-261), as amended.

C. Contractor agrees to make reasonable efforts to provide notification to

New York State residents of employment opportunities on this contract

through listing any such positions with the Job Service Division of the

New York State Department of Labor, or providing such notification in

such manner as is consistent with existing collective bargaining

contracts or agreements. Contractor agrees to document these efforts

and to provide said documentation to the State, upon request.

D. Contractor acknowledges that New York State may seek to obtain offset

credits from foreign countries as a result of this contract, and agrees to

cooperate with the State in these efforts.

Rev. 2/99

Boiler/Omnibus Proc. Act/Attach.D.doc

RFP No. 13243-ILS Advisor Page 1 of 1 Attachment E

ATTACHMENT E

PROMPT PAYMENT REGULATIONS

TO: Potential Suppliers of Goods and Services to the Authority

FROM: Clifford Shockley, Director, Procurement

RE: Prompt Payment of Invoices

Effective April 30, 1988, the Prompt Payment Regulations of the Metropolitan

Transportation Authority ("MTA") are in effect. Under the regulations, a MTA

contractor is entitled to be paid promptly and, if MTA does not do so, to be paid interest.

This policy applies to all contracts entered into on or after April 30, 1988.

Generally, the MTA must pay an amount due a contractor within 30 days after receipt by

MTA's designated payment office of a proper invoice, or the receipt of goods or services,

whichever is later. If MTA does not do so, it must pay interest at the rate set for

corporate taxes. Effective January 3, 2011, the MTA Business Service Center (BSC) will

begin processing all invoices for the MTA. This includes MTA headquarters, NYC

Transit, Staten Island Railway, Long Island Rail Road, Long Island Bus, Metro-North

Railroad, Bridges and Tunnels, Capital Construction, and the Bus Company.

A copy of the MTA's Statement of Rules and Regulations with respect to Prompt

Payment are available by calling or writing:

Director of Procurement

MTA Business Service Center

333 W. 34th Street, 10th fl.

New York, NY 10001

(646) 376-0098

Thank you.

Rev. 1/11

Boiler/Prompt Payment/Attach.E.doc

of 1

RFP No. 13243-ILS Advisor Attachment F

ATTACHMENT F

COMPLIANCE WITH NEW YORK STATE

FINANCE LAW, SECTIONS 139-j AND 139-k

(THE “LOBBYING LAW”)

All procurements by the Authority in excess of $15,000 annually, are subject to New York State’s State Finance Law Sections 139-j and 139-k, effective January 1, 2006 (“Lobbying Law”).

Pursuant to the Lobbying Law, all “contacts” (defined as oral, written or electronic communications with the Authority intended to influence a procurement) during a procurement must be made with the designated Point of Contact only. Exceptions to this rule include written questions during the bid process, communications with regard to protests, contract negotiations and RFP conference participants. Nothing in the Lobbying Law inhibits any rights to make an appeal, protest or complaint under existing administrative or judicial procedures.

Violations of the policy regarding permissible contacts must be reported to the appropriate Authority officer and investigated accordingly. First violation may result in a determination of non-responsibility and ineligibility for award to the violator and its subsidiaries, affiliates and related entities. The penalty for a second violation within four (4) years is ineligibility for bidding/proposing on a procurement and/or ineligibility from being awarded any contract for a period of four (4) years. The Authority will notify the New York State Office of General Services (“OGS”) of any determinations of non-responsibility or debarments due to violations of the Lobbying Law. Violations found to be “knowing and willful” must be reported to the Authority’s Executive Director and OGS.

Moreover, the statutes require the Authority to obtain certain affirmation and certifications from bidders and proposers. This Attachment F contains the forms to comply, with additional information and instructions. The forms, which are attached hereto, must be completed by the Bidder/Proposer in order to comply with the Lobbying Law:

Form 1 - Disclosure of Prior Non-Responsibility Determinations Form 2 - Bidder’s/Proposer’s Affirmation and Certification

Note: Failure to complete and return the forms with your Bid/Proposal may cause the

Bidder/Proposer to be deemed non-responsible.

REV. 7/06

Boiler/LobbyLaw/Attach.F.doc

of 2

RFP No. 13243-ILS Advisor Attachment F: Form 1




Form 1

DISCLOSURE OF PRIOR NON-RESPONSIBILITY DETERMINATIONS

Additional Information and Instructions:

New York State Finance Law §139-k(2) obligates the Authority to obtain specific information regarding prior non-responsibility determinations. This information must be collected in addition to the information that is separately obtained pursuant to State Finance Law §163(9). In accordance with State Finance Law §139-k, an offerer must be asked to disclose whether there has been a finding of non-responsibility made within the previous four (4) years by any Governmental Entity due to: (a) a violation of State Finance Law §139-j or (b) the intentional provision of false or incomplete information to a Governmental Entity.

As part of its responsibility determination, State Finance Law §139-k(3) mandates consideration of whether an offerer fails to timely disclose accurate or complete information regarding the above non-responsibility determination. In accordance with law, no procurement contract shall be awarded to any offerer that fails to timely disclose accurate or complete information under this section, unless the factual elements of the limited waiver provision can be satisfied on the written record.

Name of Bidder/Proposer: _____________________________________________________________

Address: ____________________________________________________________________________ __________ _________________________________________________________________

Name and Title of Person Submitting this Form: ____________________________________________

1. Has any governmental entity* made a finding of non-responsibility regarding the Bidder/Proposer in the previous four years? No Yes

If yes, please answer the following questions:

2. Was the basis for the finding of the Bidder’s/Proposer’s non- responsibility due to a violation of State Finance Law §139-j? No Yes

3. Was the basis for the finding of Bidder’s/Proposer/s non- responsibility due to the intentional provision of false or incomplete information to a governmental entity? No Yes

4. If you answered yes to any of the above questions, please provide details below regarding the finding of non-responsibility:

of 2


- Governmental Entity: ______________________________________________________________ - Year of Finding of Non-responsibility: ________________________________________________ - Basis of Finding of Non-responsibility: ________________________________________________ __________________________________________________________________________________ __________________________________________________________________________________ __________________________________________________________________________________ (Add additional pages as necessary)

5. Has any governmental entity terminated or withheld award of a procurement contract with the Bidder/Proposer due to the intentional provision of false or incomplete information? No Yes

6. If you answered yes to Question 5, please provide details below:

- Governmental Entity: ______________________________________________________________ - Year of Finding of Non-responsibility: ________________________________________________ - Basis of Finding of Non-responsibility: ________________________________________________ __________________________________________________________________________________ __________________________________________________________________________________ __________________________________________________________________________________ (Add additional pages as necessary)

Offeror certifies that all information provided to the Authority with respect to State Finance Law

Section 139-k is complete, true and accurate.

By: ___________________________________________________ Date: ______________________

Signature

Name: _________________________________ Title: _____________________________________

*A “governmental entity” is: (1) any department, board, bureau, commission, division, office, council, committee or officer of New York State, whether permanent or temporary; (2) each house of the New York State Legislature; (3) the unified court system; (4) any public authority, public benefit corporation or commission created by or existing pursuant to the public authorities law; (5) any public authority or public benefit corporation, at least one of whose members is appointed by the governor or who serves as a member by virtue of holding a civil office of the state; (6) a municipal agency, as that term is defined in paragraph (ii) of subdivision (s) of section one-c of the Legislative Law; or (7) a subsidiary or affiliate of such a public authority. (SFL §139-j, paragraph 1.a.)

Rev. 7/06

Boiler/LobbyLaw/Attach.F/Form1.doc

of 1





Form 2

BIDDER’S/PROPOSER’S AFFIRMATION AND CERTIFICATION

By signing below, the Bidder/Proposer:

a) Affirms that the Bidder/Proposer understands and agrees to comply with the policy regarding permissible contacts as required by New York State Finance Law §139-j and §139-k.

b) Certifies that all information provided to the Authority with respect to State Finance Law §139-j and §139-k is complete, true and accurate.

By: ____________________________________________________________ (Signature of Person Certifying)

Date: ____________________________________________________________

Print Name: ____________________________________________________________

Print Title: ____________________________________________________________

Bidder/Proposer or Contractor/Consultant: _____________________________________________________

(Full Legal Name)

Address: ____________________________________________________________ ____________________________________________________________ ____________________________________________________________

Business Telephone Number: _______________________________________________________

THE AUTHORITY’S RIGHT TO TERMINATE

The Authority reserves the right to terminate a Contract in the event it is found that the

certification filed by the Contractor/Consultant, as Bidder/Proposer, in accordance with

New York State Finance Law §139-k was intentionally false or intentionally incomplete.

Upon such finding, the Authority may exercise its termination right by providing written

notification to the Contractor/Consultant in accordance with the written notification terms

of the Contract.

Boiler/LobbyLaw/Attach.F/Form2.doc

Rev. 7/06

of 1

RFP No. 13243-ILS Advisor Attachment G

ATTACHMENT G


VENDOR CODE OF ETHICS

PROPOSER’S CERTIFICATION OF COMPLIANCE

The Metropolitan Transportation Authority has adopted a Vendor Code of Ethics (the “Code”), which is applicable to all Vendors, as defined by the Code, involved in the procurement process for the award and performance of this Contract. Additional information concerning the MTA Vendor Code of Ethics is contained in the contract documents. All Vendors involved in this Request for Proposals (“RFP”) and during the performance of any resultant contract are subject to the Code, which is available for Proposer’s immediate review on the MTA website at www.mta.info/mta/procurement/vendor-code.htm. Accordingly, all Proposers must certify compliance with the Code.

Proposer’s Certification of Compliance with the Code

Consistent with the terms of the MTA Code of Ethics, which are incorporated herein by reference, the undersigned Proposer hereby certifies that during the course of this RFP and any resultant Contract:

1. The Proposer has notice of all of the terms of the Code;

2. No gift, as defined by the Code, has been or will be offered to the Authority in connection with this RFP or any resultant contract;

3. No conflicts of interest exist or will exist;

4. All officers and personnel of the Proposer who have interacted or will interact with the Authority have been or will be provided a copy of the Code; and

5. The Proposer will obtain certifications similar to those made herein from all of its lower tier subcontractors, subconsultants and suppliers that the Proposer engaged or are being solicited for work under any contract resulting from this procurement. Receipt and retention of these lower tier certifications shall be subject to audit by the Authority.

By: ___________________________________________ ____________ (Signature of Person Certifying) (Date Signed)

Print Name: ________________________________________________________________ Print Title: ________________________________________________________________ Bidder/Proposer or Contractor/Consultant: _________________________________________________________________ (Full Legal Name) Address: ________________________________________________________________

________________________________________________________________

Business Phone No.: _________________________________________________________________

Rev.10/06

Boiler/CodeOfEthics/RFP/Attach.G.doc

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MTA RFP No. 13243-ILS Advisor Attachment H

ATTACHMENT H

IRAN DIVESTMENT ACT - CERTIFICATION

Pursuant to New York State Finance Law §165–a, Iran Divestment Act of 2012, the Office of General Services is required to post on its web site http://www.ogs.ny.gov/about/regs/docs/ListofEntities.pdf a list of persons who have been determined to engage in investment activities in Iran (“the List”), as defined in that Act. Under Public Authorities Law § 2879-c, Iranian Energy Sector Divestment, the Authority, may not enter into or award a Contract unless it obtains a certification from a Bidder, who shall check the box and make the certification in Subparagraph a, below, that they are not on the List. If that certification cannot be made, the Authority may consider entering into a Contract, on a case by case basis if the Bidder checks the box and makes the certification in Subparagraph b, below, that their Iran investment is ceasing.

For purposes of this provision, a person engages in investment activities in Iran if: (A) the person provides goods or services of twenty million dollars or more in the energy sector of Iran, including a person that provides oil or liquefied natural gas tankers, or products used to construct or maintain pipelines used to transport oil or liquefied natural gas, for the energy sector of Iran; or (B) the person is a financial institution that extends twenty million dollars or more in credit to another person, for forty-five days or more, if that person will use the credit to provide goods or services in the energy sector in Iran.

The Certification is as follows:

a. Certification that the Bidder is not on the List: Each person, where person means natural person, corporation, company, limited liability company, business association, partnership society, trust, or any other nongovernmental entity, organization, or group, and each person signing on behalf of any other party, certifies, and in the case of a joint bid or proposal or partnership each party thereto certifies as to its own organization, under penalty of perjury, that to the best of its knowledge and belief that each person is not on the list created pursuant to paragraph (b) of subdivision 3 of section 165-a of the State Finance Law, or,

b. Certification that the Bidder’s investment in Iran is ceasing: The person cannot make the certification in Subparagraph a, above, but asks the Authority to consider them for award of the Contract by certifying, under penalty of perjury, that the person’s investment activities in Iran were made before April 12, 2012; the person’s investment activities in Iran have not been expanded or renewed after April 12, 2012; and the person has adopted, publicized and is implementing a formal plan to cease its investment activities in Iran and to refrain from engaging in any new investments in Iran.

_________________________________ ____________________________ Signature/Date Printed Name and Position

request for proposals to serve as insurance-linked securities

Documents