REQUEST FOR PROPOSALS 2015-ORDA-2200 NEW YORK STATE OLYMPIC REGIONAL DEVELOPMENT AUTHORITY

Transcription

1 REQUEST FOR PROPOSALS 2015-ORDA-2200 NEW YORK STATE OLYMPIC REGIONAL DEVELOPMENT AUTHORITY TERM AGREEMENT FOR AUDIO VIDEO AND CRESTRON CONTROL SYSTEMS SERVICE AND MAINTENANCE, IMPROVEMENTS, SMALL PROJECTS AND EQUIPMENT/MATERIAL SUPPLY AT OLYMPIC CENTER CONFERENCE CENTER (PRIMARY) AND ORDA VENUES Issue Date: 20 July 2015 Designated Contact: Robert W. Hammond Alternate Contact: Jackie Kelly

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3 Request for Proposal (RFP) 2015-ORDA-2200 Term Agreement for Audio Video and Crestron Control Systems Service and Maintenance, Improvements, Small Projects and Equipment/Material Supply Sections Table of Contents RFP Instructions Introduction o Designated Contacts o Minority / Women Owned Business Sub-Contracting / Supplier Goals o Key Events and Dates Minimum Qualifications Agreement Scope o Overview o Approval for Work o Compensation for Work Proposals o Format o Content o Submission Date Range o Submission Delivery Conditions Proposal Evaluation o Proposal Review o Reference Checks o Determination o Notification Forms Instructions for Submitting the Consultant s MWBE Utilization Plan 5 NYCRR Vendor s Good Faith Efforts Form F-13A-ORDA-MWBEUP Statement of Understanding Business Code of Ethics 2005 Procurement Lobbying Law Certification Affidavit of Workers Compensation Certification of Non-Collusion Agreements: o Type A: Purchase Agreement Includes Sample Project Purchase Order For Vendor that shall Work Off Site. o Type A-1: Site Access Agreement (Supplemental form for Type A for Vendors that preform minor work on-site) o Type B: Construction Standard Form of Agreement Includes Sample Work Authorization Form For Vendor that shall preform construction work on ORDA premises Prevailing Wage Schedules (PWS): PWS are included under separate cover and can be accessed by those Vendors interested in on-site construction related work in the relevant regions. PWS are not relevant for intellectual work (i.e. Programing, System Design and Forensic Investigations).

4 1. Introduction The New York State Olympic Regional Development Authority (ORDA) is seeking to enter into a one (1) year Term Contract, with the option for four (4), one (1) year renewable terms, with qualified Vendors for Term Agreement for Audio Video and Crestron Control Systems Service and Maintenance, Improvements, Small Projects and Equipment/Material Supply. Work will be targeted for amounts less than or equal to New York State Agency Discretionary procurement limit of $50,000. ORDA is targeting to secure several qualified vendors to service the organization s large geographic region and to allow for Min-Bids, when practical, from the successful pool of Term Agreement Vendors. Currently, this RFP is targeted at the support of the Audio Video System at the Olympic Center Conference Center in Lake Placid, Essex County, NY. However, ORDA operates venues in three regions and there may be opportunities over the term of the agreement to provide services at any or all of these venues. Due to the geographical challenges, vendors may elect to only provide services to the primary venue, the Olympic Center, when responding to this RFP. Therefore, it is not a requirement of this RFP to serve all the ORDA venues in all three regions in which ORDA operates Warren County Region, Ulster County Region and Essex County Region. Vendors shall disclose which venues that they are interested in working at. Emergency Contracts will be subject to ORDA s Discretionary Thresholds and subject to Min-Bids when particle. ORDA reserves the right to bid and award work greater than their Discretionary Threshold limit under the award of this Term Agreement when the best interest of ORDA will be served. The following venues are operated by ORDA: Warren County Region Gore Mountain Ski Center North Creek, NY Ulster County Region Belleayre Mountain Ski Center Highmount, NY Essex County Region Olympic Jumping Complex Lake Placid, NY Olympic Center Lake Placid, NY Olympic Sports Complex Lake Placid, NY United States Olympic Training Center Lake Placid, NY Whiteface Mountain Ski Center Wilmington, NY A general description of work that may be included under this Term Agreement is as follows: Provide the ORDA/OC staff with technical and trade labor services of their Audio (Media Matrix (Peavey) / Video (Crestron Digitalmedia Distribution System) and Crestron Touch Video Wall Panel Control System for the following: o Forensic Troubleshooting of System Failures and Corrections o Programing for Operational Changes, Corrections and Upgrades o System Development and Expansion o System Service for Software and Hardware Upgrades o Design Development and Design Programing for Modernization Provide programing services for Audio/Video/Control System Provide consultant services for Audio/Video/Control System Provide installation services for Audio/Video/Control System Provide maintenance services for Audio/Video/Control System The successful Vendor will be required to comply with all provisions of the Federal Government Equal Employment Opportunity clause issued by the Secretary of Labor on May 21, 1968 and published in the Federal Register (41 CFR Part 60-1, 33 F ).

5 1.1 Designated Contacts In compliance with the Procurement Lobbying Law, Robert W. Hammond, has been designated by ORDA as the PRIMARY contact for this procurement solicitation and may be reached by for all inquiries regarding this solicitation. Robert W. Hammond Olympic Regional Development Authority 2634 Main Street Lake Placid, NY In the event that the designated contact is not available, the ALTERNATE designated contact is: Jackie Kelly Olympic Regional Development Authority 2634 Main Street Lake Placid, NY All questions about the meaning or intent of the RFP shall be directed to Designated Contact. Interpretations of clarifications considered necessary by the Olympic Regional Development Authority in response to such questions will be issued by Addenda posted on the NYS Contract Reporter. Only questions answered by formal written Addenda will be binding. Oral and other interpretations or clarification will be without legal effect. 1.2 Minority / Women Owned Business Sub-Contracting / Supplier Goals It is the goal of ORDA to operate as an organization that increases and supports diversity in the workplace. Article 15-A of the New York State Executive Law was signed into law on July 19, Under this statute, State Agencies are charged with establishing employment and business participation goals for minorities and women. Consistent with Article 15-A of the New York State Executive Law, and State Finance Law 163(6), ORDA has a longstanding and continuing commitment to the participation of MWBEs in our contracting and procurement activities as providers of goods and services. These laws were enacted to promote equality of economic opportunity for minority group members and women and to eradicate barriers that have unreasonably impeded access by MWBEs to State contracting activities. As outlined in 5 NYCRR Contractor s Good Faith Efforts, it is ORDA s expectation that all those interested in working with ORDA shall make a good faith effort to comply with Article 15-A and 5 NYCRR Parts ( M/WBE Regulations ), at a minimum, for all State contracts as defined therein, with a value (1) in excess of $25,000 for labor, services, equipment, materials, or combination of the forging or (2) in excess of $100,000 for real property renovations and construction. Instructions for Submitting a MWBE Utilization Plan 5 NYCRR Contractor s Good Faith Efforts Form F-13A-ORDA-MWBEUP MWBE Provisions for the RFP shall be: ORDA s aggregate total for Minority/Women Business Enterprise is 30%. This may be achieved by a MBE of 30% or a WBE of 30% or any combination thereof. 1.3 Key Events and Dates Event Date Issuance of RFP 7/20/15 Submission Date Range 7/20/15 7/20/16

6 2. Minimum Qualifications The following minimum qualifications must be met by each firm submitting a Proposal: A. Minimum of five (5) years verifiable experience and training/certification by the manufacturer of Media Matrix (Peavey) and/or Crestron Digitalmedia Distribution System similar to those operated by ORDA. B. The ability to work in New York State. 3. Agreement Scope 3.1 Overview ORDA reserves the right and is targeting to award several Term Agreements under this Request for Proposals. 3.2 Approval for Work ORDA shall use a Work Authorization Form (WAF) to authorize work. Award of the Term Agreement does not ensure that ORDA will contract any work. 3.2 Compensation for Work ORDA may utilize, as agreed in advance in the WAF, any of the following methods of compensation for work: Lump Sum Time and Materials Unit Price Upset Fee Applications for Payment / Invoices shall include Certified Payroll, documentation of equipment and back-up for materials billed. 4. Proposals 4.1 Format Vendor shall provide a complete copy of the proposal. Proposal may be submitted in hard copy or in PDF format. 4.2 Content The following documents shall be presented for a Proposal to be considered complete: Executed Statement of Understanding Executed Business Code of Ethics Executed 2005 Procurement Lobby Law Certification Executed Affidavit of Worker Compensation Executed Certificate of Non-Collusion Provide three (3) organizational references. Contact information for routine work and emergency work. A Schedule of Rates for Labor and Equipment and a mark-up amount for materials and expenses. List of Regions, other that the primary venue (Olympic Center Conference Center, Lake Placid, Essex County, NY) for which the vendor is interested in working. 4.3 Submission Date Range The Submission Date Range shall allow Proposals to be accepted as early as allowed via the threshold for Discretionary Procurements, and shall remain active for one (1) year to allow for ORDA to continue to secure the best value in maintenance term type services.

7 4.4 Submission Delivery Conditions FAX SUBMISSION SHALL NOT BE ACCEPTABLE AND WILL NOT BE CONSIDERED. Deliver Submission to: Olympic Regional Development Authority Olympic Center Attn: Robert W. Hammond (2014-ORDA-Enter Proposal #) 2634 Main Street Lake Placid, NY Or by at ORDA shall not be held liable for any cost incurred by the Vendor for work performed in the preparation and production of a response to this RFP or for any work performed prior to the formal execution and approval of a contract. 5. Proposal Evaluation 5.1 Proposal Review ORDA will review the submitted information and make a determination of whether or not the stated experience is sufficient to qualify for facilities similar to those operated by ORDA. Submission passing this review will continue to be evaluated. 5.2 Reference Checks ORDA will contact the references submitted. The reference contact must be reachable and must fully verify the information submitted in the proposal. If references cannot be reached or do not fully verify the submitted information, the Proposal shall be rejected. In the event that ORDA has firsthand knowledge that the Vendor meets the experience requirements, ORDA reserves the right to not continue the reference check. 5.4 Determination ORDA, in its sole judgment, will make a pass or fail determination of each Proposal based on the submitted information and criteria in this section. ORDA reserves the right to reject any and all Proposals, to waive any and all informalities and the right to disregard all nonconforming, non-responsive or conditional submissions.

8 Instructions for Submitting Minority/Women Business Enterprise Utilization Plan Submission shall include a MWBE Utilization Plan on Form F-13-ORDA-MWBEUP, (hereinafter referred to as the Plan ) to the NYS Olympic Regional Development Authority (ORDA) with the Request for Proposals. Complete all items on the Plan with the exception of the sections marked ORDA Use Only. Please understand that certified MBE/WBE subconsultant firms/suppliers listed in the Directory of Certified Minority and Women-Owned Business Enterprises published by the Department of Economic Development s, Division of Minority and Women s Business Development can be used to meet MWBE good faith efforts participation goals on this contract. The use of non-certified firms/suppliers that have submitted applications for certification but are not approved prior to completion of this contract are not acceptable for goal attainments. By submission of this Plan, the Vendor/Contractor/Consultant (Firms) commits to good faith efforts in the utilization of subconsultant firms/suppliers as required by the MBE/WBE goals contained in the contract. Firms must document good faith efforts to provide meaningful participation by MWBEs as subconsultants/ suppliers in the performance of the contract. The directory of New York State Certified MWBEs can be viewed at: For additional information regarding this directory and the certification process, please call The Empire State Development Corporation at (212) (Downstate) or (518) (Upstate). In accordance with 5 NYCRR , the Firms, upon submission of the Plan, acknowledges that if it is found to have willfully and intentionally failed to comply with the MWBE participation goals set forth in the contract, such finding constitutes a breach of contract and the consultant shall be liable to ORDA for appropriate damages, as set forth in the contract. For guidance on how ORDA will determine a consultant s good faith efforts, refer to 5 NYCRR ORDA s targeted MWBE utilization percentages, as disclosed in the procurement documents, are the minimum. Therefore all Firms are encouraged, including New York State Certified MWBE s Firms to solicit MWBE participation in all aspects of their engagement with ORDA. Any changes to the Plan must be approved by ORDA. End of Document

9 OFFICE OF CONTRACTOR AND SUPPLIER DIVERSITY OCSD-4 (INFORMATION ONLY) DEFINITION OF GOOD FAITH EFFORTS NYCRR Contractor s Good Faith Efforts (a) The contractor must document its good faith efforts toward meeting certified minority and womenowned business enterprise utilization plans by providing, at a minimum: (1) Copies of its solicitations of certified minority and women-owned business enterprises and any responses thereto; (2) If responses to the contractor s solicitations were received, but a certified minority or womanowned business enterprise was not selected, the specific reasons that such enterprise was not selected; (3) Copies of any advertisements for participation by certified minority and women-owned business enterprises timely published in appropriate general circulation, trade and minority or womenoriented publications, together with the listing(s) and date(s) of the publication of such advertisements; (4) Copies of any solicitations of certified minority and/or women-owned business enterprises listed in the directory of certified businesses; (5) The dates of attendance at any pre-bid, pre-award, or other meetings, if any, scheduled by the State agency awarding the State contract, with certified minority and women-owned business enterprises which the State agency determined were capable of performing the State contract scope of work for the purpose of fulfilling the contract participation goals; (6) Information describing the specific steps undertaken to reasonably structure the contract scope of work for the purpose of subcontracting with, or obtaining supplies from, certified minority and women-owned business enterprises. (b) In addition to the information provided by the contractor in paragraph (a) above, the State agency may also consider the following to determine whether the contractor has demonstrated good faith efforts: (1) Whether the contractor submitted an alternative utilization plan consistent with the subcontract or supplier opportunities in the contract; (2) The number of certified minority and women-owned business enterprises in the region listed in the directory of certified businesses that could, in the judgment of the State agency, perform work required by the State contract scope of work; (3) The actions taken by the contractor to contact and assess the ability of certified minority and women-owned business enterprises located outside of the region in which the State contract scope of work is to be performed to participate on the State contract; (4) Whether the contractor provided relevant plans, specifications or terms and conditions to certified minority and women-owned business enterprises sufficiently in advance to enable them to prepare an informed response to a contractor request for participation as a subcontractor or supplier; (5) The terms and conditions of any subcontract or provision of suppliers offered to certified minority or women-owned business enterprises and a comparison of such terms and conditions - 1 -

10 Form F-13A-ORDA-MWBEUP CONTRACTORS MWBE UTILIZATION PLAN Contractor's Name, Address, and Federal ID No. Term Contract Service Description (Masonry, Excavation, etc.) ORDA Office of Planning and Construction Olympic Center 2634 Main Street Lake Placid, NY Phone: (518) Fax (518) ORDA_NYSCR # MWBE Goals MBE% WBE% Federal ID No.: Certified MBE/WBE Name, Address and Phone No. Subcontractor/Supplier Federal ID No. MBE WBE Description of Sub-Contractor Services/Supplier Dollar Value ** (Not Required for Term Contracts) See ORDA F- 13-MWB FOR ORDA USE ONLY Pursuant to Executive Law Article 15-A, my firm will engage in a good faith effort to achieve the MWBE goals on this contract Consultant Signature Consultants Comments: ** Not Required for Term Contracts. Participation will be monitored based on work order assignments. Enter Name: Title: FOR ORDA USE ONLY Accepted Accepted as Noted Rejected Enter Name: Date: MBE% MBE$** WBE% WBE$** ORDA Authorized Signature: Enter Name: Date:

11 Statement of Understanding Request for Proposals The undersign affirms that they understand and agrees to comply with the procedures of the Government Entity relative to permissible contacts as required by New York State Finance Law 139-j (3) and 139-j (6) (b). I hereby affirm that I have fully reviewed the information provided in this Request for Proposals and that this submission is accurate and true to the best of my knowledge. I hereby affirm that I understand that the award of a Term Contact does not ensure that ORDA will contract any work. Respectfully Submitted: Signed Title Company Date Federal I.D. Number (SEAL if BID is by a corporation) Attest: Addenda 1 Acknowledgment (as needed) Addenda 2 Acknowledgment (as needed) Addenda 3 Acknowledgment (as needed) New York State Certified Minority Owned Business (Circle One): Yes No New York State Certified Woman Owned Business (Circle One): Yes No

12 Olympic Regional Development Authority Code of Business Ethics Certification The bidder (or Proposer) shall submit this form at time of bid (or with RFP). A. Ethics Programs 1. The Olympic Regional Development Authority (the Authority ), a public-benefit corporation, expects the highest degree of ethical business conduct by its employees and the many contractors, consultants and vendors with whom it interacts on behalf of its clients, bondholders and the people of the State of New York. The Authority, by mandate of its Board of Directors, administers a comprehensive corporate integrity program to ensure that, as public officers, Authority employees at all levels perform their official duties consistent with the requirements of the New York State Public Officers Law; other applicable laws, rules, and regulations; and policies of the Authority. 2. The Authority encourages and supports a fair, open and honest business relationship with its contractors, consultants and vendors based on quality, service and cost. Moreover, the Authority believes that a level playing field in the marketplace can only be achieved through adherence to ethical business practices by all participants involved in the process. 3. To promote a working relationship with the Authority based on ethical business practices, contractors, consultants and vendors are expected to: a. furnish all goods, materials and services to the Authority as contractually required and specified; b. submit complete and accurate reports to the Authority and its representatives as required; c. not seek, solicit, demand or accept any information, verbal or written, from the Authority or its representatives that provides an unfair advantage over a competitor; d. not engage in any activity or course of conduct that restricts open and fair competition on Authority-related projects and transactions; e. not engage in any course of conduct with Authority employees or representatives that constitutes a conflict of interest or creates the appearance of a conflict of interest; f. not offer any unlawful gifts or gratuities to Authority employees or representatives, or engage in bribery or other criminal activity; and g. report to the Authority any activity by an Authority employee or contractor, consultant or vendor of the Authority that is inconsistent with the Authority s Code of Business Ethics. 4. The Authority encourages its contractors, consultants and vendors to advance and support ethical business conduct and practices among their respective directors, officers and employees, preferably through the adoption of corporate ethics awareness training programs and written codes of conduct. In addition to considering technical competence and financial stability, the Authority will consider the corporate integrity of all contractors, consultants and vendors prior to the awarding of contracts or issuing of purchase orders.

13 B. Conduct of Authority Employees Authority employees are expected to conduct business with contractors, consultants and vendors in a fair, consistent and professional manner. The Authority s Code of Business Ethics and Employee Conduct entitled Serving Responsibly, and other Authority policies and procedures, guide the manner in which Authority employees are required to interact with contractors, consultants and vendors. Additionally, the New York State Public Officers Law sets forth legal parameters within which Authority employees must perform their official duties with respect to, among other things, conflicts of interest and the acceptance of gifts. C. Limits on Gifts to Authority Employees 1. Pursuant to Section 73(5) of the Public Officers Law, no person shall offer any gift having more than a nominal value to an Authority employee under circumstances in which it: a. could be reasonably inferred the gift was intended to influence the employee in the performance of his or her official duties;, or b. could reasonably be expected to influence the employee in the performance of his or her official duties;, or c. was intended as a reward for any official action on the part of the employee. 2. A gift is anything more than nominal in value, in any form, given to an Authority employee. Gifts include, but are not limited to, money, service, loan, travel, lodging, meals, refreshments, entertainment, discount, forbearance or promise. Any firm or its agents, either doing business or seeking to do business with the Authority (contractors, consultants, vendors, etc.), is prohibited from directly or indirectly offering or giving any gifts, even gifts of nominal value, to Authority employees as such gifts are deemed to be per se improper. 3. As is stated in the Prohibited Interests section of the Construction and Consultant Contract documents, violations of these gift provisions may be grounds for immediate contract termination and/or referral for civil action or criminal prosecution. D. Employing Relatives of Authority Employees Although contractors, consultants and vendors may employ relatives of Authority employees, the Authority must be made aware of such circumstances as soon as possible, preferably in writing, to ensure a conflict of interest situation does not arise. The Authority reserves the right to request that contractors, consultants and vendors modify the work assignment of an Authority employee s relative where a conflict of interest, or the appearance thereof, is deemed to exist. Please be advised that Authority employees are required to disclose information regarding the hiring of relatives by contractors, consultants and vendors and recuse themselves from matters that may present a conflict of interest. For purposes of this document, the term relatives refers to spouses, domestic partners, parents, children, sisters, brothers, sisters-in-law, brothers-in-law, parents-in-law, sons/daughters-in-law, stepparents, stepchildren, aunts, uncles, nieces, nephews, first cousins, grandparents by blood relationship or by marriage, or persons residing in the same household. E. Hiring Former Authority Employees Contractors, consultants and vendors may hire former Authority employees. However, as a general rule, former employees of the Authority may neither appear nor practice before the

14 Authority, nor receive compensation for services rendered on a matter before the Authority, for a period of two years following their separation from Authority service. In addition, former Authority employees are subject to a lifetime bar from appearing before the Authority or receiving compensation for services regarding any transaction in which they personally participated or which was under their active consideration during their tenure with the Authority. Violations will be referred to the New York State Commission on Public Integrity for appropriate action. F. Certification I have read the foregoing and agree to comply with the Authority s Code of Business Ethics. I further acknowledge that failure to comply shall justify contract termination by the Authority and may result in the rejection of bids or proposals for future work with the Authority. (Officer s Signature) (Date) Firm s Legal Name: Print Officer s Name: Title:

15 2005 PROCUREMENT LOBBYING LAW CERTIFICATION R2 Professional s Certification pursuant to State Finance Law 139-j and 139 k This form shall be completed and submitted with your proposal. Failure to complete and submit this form may result in a determination on non-responsiveness and disqualifications of the proposal. A. Professional Disclosure of findings of non-responsibility and prior contract terminations or withholdings under the 2005 Procurement Lobbying Law 1. Has any governmental entity, as defined in State Finance Law 139-j and 139-k made a finding in the last four years that the Professional was not responsible? No Yes 2. If yes, was the basis for any such finding(s) the intentional provision of false or incomplete information required by State Finance Law 139-j and 139-k, and/or the failure to comply with the requirements of State Finance Law 139-j (3) relating to permissible contacts? No Yes 3. If yes, provide details regarding each finding of non-responsibility below. (Attach additional pages, if necessary). Governmental Entity: Date of Finding: Basis of Finding: 2005 PROCUREMENT LOBBYING LAW May 10 Page 1

16 2005 PROCUREMENT LOBBYING LAW CERTIFICATION R2 Professional s Certification pursuant to State Finance Law 139-j and 139 k 4. Has any governmental entity as defined in State Finance Law 139-j and 139-k terminated or withheld a procurement contract with the Professional due to the intentional provision of false or incomplete information required by such Laws and/or the failure to comply with the requirements of State Finance Law 139-k(3) relating to permissible contacts? No Yes 5. If yes, provide details below. (Attach additional pages, if necessary). Governmental Entity: Date of Termination or Withholding of Contract: Basis of Termination or Withholding of Contract: B. Certification The undersigned acknowledges that intentional submission of false or misleading information may constitute a felony under Penal Law Section or a misdemeanor under Penal Law Section or Section , and may also be punishable by a fine of up to $10,000 or imprisonment of up to five years under 18 U.S.C. Section 1001; and states that all information provided to the Olympic Regional Development Authority with respect to State Finance Law 139 j and 139 k is complete, true and accurate. (Officer s Signature) (Date) Firms Legal Name: Print Officer s Name: Title: 2005 PROCUREMENT LOBBYING LAW May 10 Page 2

17 AFFIDAVIT - WORKER S COMPENSATION State of County of SS: of being duly sworn, deposes and says that the CONTRACTOR now carries or has applied for a Worker s Compensation Policy to cover the operations, as set forth in the preceding contract, and to comply with the provisions thereof. Signed: Subscribed and sworn to before me this day of 20 Notary Public

18 Certificate of Non-Collusion Individual Non-Collusive Certification is required of all bidders under Section 103-d of the General Municipal Law as amended by Chapter 751 of the Laws of 1965 and Chapter 675 of the Laws of 1966 effective September 1, By submission of this bid, the bidder and each person signing on behalf of the bidder certifies, and in the case of a joint bid each party thereto certifies as to it own organization, under penalty of perjury, that to the best of its knowledge and belief: 1. 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; 2. 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 3. 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. I hereby affirm under the penalties of perjury that the foregoing statement is true. STATE OF ) ) ss: COUNTY OF ) Individual On this day of, 20, before me personally came the person who executed the foregoing instrument, and s/he duly acknowledged to me that s/he executed the same. Notary Public

19 Certificate of Non-Collusion Partnership Non-Collusive Certification is required of all bidders under Section 103-d of the General Municipal Law as amended by Chapter 751 of the Laws of 1965 and Chapter 675 of the Laws of 1966 effective September 1, By submission of this bid, the bidder and each person signing on behalf of the bidder certifies, and in the case of a joint bid each party thereto certifies as to it own organization, under penalty of perjury, that to the best of its knowledge and belief: 1. 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; 3. 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 4. 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. I hereby affirm under the penalties of perjury that the foregoing statement is true. Partnership STATE OF ) ) ss: COUNTY OF ) Partner On this day of, 20, before me personally came the person who executed the foregoing instrument, and s/he duly acknowledged to me that s/he executed the same. Notary Public

20 Certificate of Non-Collusion Corporation Non-Collusive Certification is required of all bidders under Section 103-d of the General Municipal Law as amended by Chapter 751 of the Laws of 1965 and Chapter 675 of the Laws of 1966 effective September 1, By submission of this bid, the bidder and each person signing on behalf of the bidder certifies, and in the case of a joint bid each party thereto certifies as to it own organization, under penalty of perjury, that to the best of its knowledge and belief: 1. The prices in the bid were 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; 2. Unless otherwise required by law, the prices which have been quoted in the bid were not knowingly disclosed by the bidder and were not knowingly disclosed by the bidder prior to opening, directly or indirectly, to any other bidder or to any competitor; and 3. 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. The attached hereto is a certified copy of resolution authorizing the execution of this Certificate by the signer of this bid or proposal, on behalf of the corporate bidder. I hereby affirm under the penalties of perjury that the foregoing statement is true. Corporation STATE OF ) ) ss: COUNTY OF ) Signature and Title of Signer On this day of, 20, before me personally came, to me known who, being duly sworn, did depose and say that s/he resides in, that s/he is the of, the corporation described in, and which executed the within instrument, that s/he knows the seal of said corporation, that the seal affixed to said instrument is such corporate seal, that is was so affixed by order of the Board of said corporation, and that s/he signed his/her name thereto by like order. Notary Public

21 Agreement: Type A: Purchase Agreement Includes Sample Project Purchase Order For Vendor that shall Supply and Fabricate Only

22 Contract# ORDA-Term Agreement Purchase Term Agreement AGREEMENT, made by and between New York State Olympic Regional Development Authority (ORDA), hereinafter referred to as the OWNER and hereinafter referred to as the VENDOR. WHEREAS, as required the OWNER shall retain the VENDOR to perform services for the Owner. NOW, THEREFORE, in consideration of the promises, covenants and agreements contained herein, the parties hereto agree as follows: The nature of the work: Is performing and/or assisting ORDA with the. The term of this agreement shall be from 2015 through The term Work means the efforts required by the VENDOR, to administer supply, and/or fabricate and/or deliver materials and/ products identified in the Purchase Order. A Purchase Order shall be issued for the work to identify the Scope of Work and Cost. The VENDOR s cost for service rendered shall be determined in advance of the work. ACCEPTANCE: The Purchase Order and this agreement represents the entire agreement between ORDA and the Vendor and becomes a binding contract upon the terms and conditions herein set forth when accepted by the Vendor or by the Vendor s commencement of performance hereunder. No change, modification or revision to the Purchase Order shall be binding upon ORDA unless made in writing and signed by ORDA s authorized representative. COST: ORDA shall not be billed at costs higher than stated on the Purchase Order unless authorized in writing, signed by ORDA s authorized representative. VENDOR represents that the costs charged for the items or services covered by this Purchase Order are the lowest costs charged by VENDOR to ORDA s of the same class as ORDA under conditions similar to those specified in this Purchase Order and that cost comply with applicable government regulations in effect at time of quotation, sale or delivery. VENDOR agrees that any price reduction made in the terms or services covered by this Purchase Order subsequent to its placement but prior to payment therefore will be applicable to it. Unless otherwise provided herein. VENDOR shall bear the cost for cartage, boxing or storing of the items covered by this Purchase Order. DELIVERY: Time is of the essence hereof. The delivery of the items or rendering of these services covered hereunder must be at the time or times specified within the Purchase Order, written releases or other written instruction by ORDA. ORDA may from time to time change or temporarily suspend delivery schedules. In the event of late delivery of any items or

23 late performance of any services covered hereunder, ORDA may, at its option and without any further liability hereunder, terminate this Purchase Order for cause, partially terminate this Purchase Order for cause, vary delivery terms hereunder, or obtain the items or services from other sources. Any losses sustained or costs incurred by ORDA as a result of late delivery shall be paid by VENDOR to ORDA. F.O.B shall be Destination unless specifically stated otherwise. INSPECTION: ORDA shall have a reasonable time after delivery or performance to inspect the items delivered or the services performed. All such items or services must conform to the specifications, instructions, drawings and data set forth on the face hereof incorporated herein by reference and or to samples whether furnished by VENDOR or ORDA as well as to all VENDORs warranties (expressed or implied) and may reject and refuse acceptance of any items or services which do not so conform. ORDA shall notify VENDOR of such rejection by either notice in writing or by the return to VENDOR of the rejected items at VENDOR s expense and risk. If rejection is by notice in writing, ORDA may thereafter either hold the rejected items at VENDOR s expense and risk or return items to VENDOR at VENDOR s expense and risk. Rejection and refusal to accept services or items by ORDA shall not terminate the obligation of VENDOR to perform under this Purchase Order and, in such event, ORDA shall have the option to terminate the Purchase Order without further obligation on ORDA s part or to require performance by VENDOR. ORDA remains right to hold rejected items until said purchase order request is performed and all terms and conditions met. WARRANTIES: VENDOR expressly warrants that the items and services covered hereunder shall be free of defects in workmanship and shall strictly conform to applicable specifications, instructions, drawings, data and samples. If any, including performance specifications, and if of VENDOR s design, will be free from design defects and that items furnished hereunder will be fit for the use intended by ORDA. These warranties shall be in addition to all warranties, express implied or statutory. Neither inspection nor payment by ORDA shall constitute a waiver of any breach of warranty. All warranties shall run to ORDA, its customers and subsequent owners of the items or services covered hereunder or the end product of which they are part. VENDOR agrees, at its expense and at ORDAs option to defend or assist in the defense of any action against ORDA which action in whole or part, whether by way of calm, counterclaim or defense, is based upon an agreed breach of any of VENDOR s warranties. VENDOR agrees to indemnify ORDA, its customers or subsequent owners for all liability, loss, cost and expenses including reasonable attorney s fees, resulting from any breach of any said warranties. Notice of any breach of warranty shall be given by ORDA to VENDOR within ninety (90) days after discovery thereof by ORDA. All warranties shall be constructed as conditions as well as promises and shall not be deemed to be exclusive. ADVERTISING: VENDOR shall not, without first obtaining the written consent of ORDA in any manner, advertise, publish, or disclose, the fact that VENDOR has contracted with ORDA to furnish the items or render the services herein ordered. For failure to observe this provision, ORDA shall have the right, in addition to any other rights and remedies provided by law, to cancel the Purchase Order and/or terminate the Term Agreement without any duty to accept deliveries after the date of such cancellation or to make further payments hereunder except for items delivered prior to such cancellation. 2

24 INFORMATION: Drawings, data, design, logo, inventions, technical information, service marks, trademarks and the like which are supplied by ORDA shall remain ORDA s property and shall be held in confidence by VENDOR. Such information shall not be reproduced, used or disclosed to others by VENDOR without ORDAs prior written consent and shall be returned to ORDA upon completion by VENDOR of its obligations under this Agreement. Any information which VENDOR may disclose to ORDA with respect to the design, manufacture, sale or use of the items covered by this Agreement shall be deemed to have been disclosed as part of the consideration for this Agreement, and VENDOR shall not assist any claim (other than a claim for patent infringement) against ORDA by reason of ORDA s use thereof. ORDA does not grant indemnity to VENDOR for infringement of any patent, trademark, copyright or data rights. CHANGES: ORDA shall have the right at any time to make changes in the drawings, designs, specifications, quantities, delivery schedules, methods of shipment or packaging and place of inspection, acceptance, and/or point of delivery of any item to be furnished or service rendered under an issued Purchas Orders. No change shall be effective unless authorized in writing by ORDA. If such changes result in delay or an increase or decrease in expense to VENDOR, VENDOR shall notify ORDA immediately and negotiate an equitable adjustment, provided that VENDOR shall in all events, proceed diligently to supply the items or perform the work or services contracted for under an issued Purchase Order as so changed. No claim by VENDOR for such equitable adjustment shall be valid unless submitted to ORDA in writing within thirty (30) days from the date if such notice of change accompanied by an estimate of charges resulting from such changes. COMPLICANCE WITH LAWS: On request, VENDOR shall furnish ORDA certificates of compliance with all applicable laws, orders and regulations of the federal or any state or municipal government or agency thereof, which apply to ages and expenses, including necessary attorney s fees, suffered or occasioned by ORDA directly or indirectly through any failure of VENDOR to comply with any such applicable law, regulation or order. VENDOR shall, at time of delivery or invoicing certify that goods sold hereunder were manufactured or produced in full compliance with the Fair Labor Standards Act of 1938 as amended, to the date of certification and all applicable United States Department of Labor Regulations promulgated thereunder. LIENS: All items to be furnished hereunder and all property to be returned to ORDA shall be free and clear of any and all liens and encumbrances whatsoever. If requested by ORDA, VENDOR will execute an appropriate agreement waiving all liens against ORDA s property. PAYMENT: Invoices will be paid according to discount terms or terms negotiated within the Purchase Order, or if no discount is offered, within thirty (30) or more days after receipt and acceptance of the items or completion and acceptance of services. Discount periods will be computed from either the date of delivery plus three days allowance for inspection or the date of receipt of correct invoices, prepared in accordance with the terms of the ORDA s Purchase Order whichever date is later. No interest charges shall be made to ORDA unless expressly agreed to by ORDA in writing and signed by ORDA s authorized representative. TITLE AND RISK OF LOSS: Except as otherwise expressly provided herein, title to and risk of loss on all items shipped by VENDOR to ORDA shall pass to ORDA at the F.O.B. point 3

25 designated on the Purchase Order. Cost of all returned shipments for whatever reason returned, shall be borne by VENDOR with title and risk of loss passing at ORDA s plant, unless otherwise specified by ORDA at the time of return. PATENT INDEMNITY: If the items furnished hereunder are not manufactured to a detail design supplied solely by ORDA, VENDOR shall indemnify and hold harmless ORDA and its assigns and customers against all loss, expense, claims and liability of any nature resulting from actual or alleged patent infringement, domestic or foreign, in the use or sale of any items, or any part thereof, furnished hereunder. In case the use of sale of said items, or any part thereof, is enjoined VENDOR shall, at its own expense and at its option with the approval of ORDA (which shall not be unreasonably withheld), either (a) procure for ORDA and its assigns and customers the right to continue to sell and use said items, or part of (b) modify said items, or part so that they become non-infringing; or (c) accept return of said items and refund the purchase price and the transportation and installation costs, if any, thereof. TERMINATION OF DELIVERY/PURCHASE ORDER OF CUSTOM MANUFACTURED ITEMS: In the event that the VENDOR fails to maintain the delivery schedule of a custom manufactured item, ORDA reserves the right to terminate the manufacturing and/or Purchase Order, of this item if the VENDOR has not manufactured the item on the delivery date. Additionally, ORDA reserves the right to terminate the delivery of the custom manufactured item if the VENDOR has not operated in good faith, such as misrepresenting the status of the manufacturing to mislead ORDA into accepting a delivery date for which the item will be of no or significantly reduced value to ORDA in such event, ORDA shall have the option to terminate the Purchase Order without further obligation. TERMINATION OF AGREEMENT: ORDA shall have the right to terminate this Agreement or any part thereof at any time. a. Without cause In case of termination by ORDA of all or any part of a Purchase Order without cause, any termination claim must be submitted to ORDA within sixty (60) days after the effective date of termination. The provisions of this subparagraph shall not limit or affect the right of ORDA to terminate a Purchase Order for cause and shall not apply to a termination with cause. b. For Cause If VENDOR fails to make any delivery in accordance with the agreed date or schedule or otherwise fails to observe or comply with any of the other instructions, terms, conditions or warranties, applicable to a Purchase Order, or in the event of any proceedings by or against VENDOR in bankruptcy or insolvency or appointment of a receiver or trustee or an assignment for the benefit of creditors, ORDA may in addition to any other right or remedy provided by this Agreement and the Purchase Order or by law, terminate all or any part of this Agreement or the Purchase Order by electronic communication or other written notice to VENDOR without any liability by ORDA to VENDOR on account thereof. ORDA may require a financial statement from VENDOR at any time during the term of this Agreement for the purpose of determining VENDOR s financial responsibility in the event of termination for cause. ORDA may produce or purchase or otherwise acquire supplies or services elsewhere on such terms or in such a 4

26 manner as ORDA may deem appropriate and VENDOR shall be liable to ORDA for any excess cost or other expenses incurred by ORDA. FAIR EMPLOYMENT PRACTICES: As used in this paragraph #18 the terms contract and contractor mean respectively this Purchase Order and VENDOR. During the performance of this contract, the contractor agrees as follows: a. The contractor in accordance with the United States Constitution and all federal legislation and regulations governing fair employment practices and equal employment opportunity, including but not limited to Title VI of the Civil Rights Act of 1964 (P.L , 78 STAT, 252), and United States Department of Justice Regulations (28 C.F.R. Part 42) issued pursuant to the title and in accordance with all state laws and regulations governing fair employment practices and equal opportunity, including but not limited to the State of New York Human Rights Act (Sec , Article 15, 1974) agrees that it will not discriminate against any person, employee, consultant or applicant for employment with respect to his (her) hire, tenure, terms, conditions or privileges of employment or hire because of his (her) religion, race, color, national origin, sex or handicap, that is unrelated to the individual s ability to perform the duties of a particular job or position. The contractor recognizes the right of the United States and the State of New York to seek judicial enforcement of the foregoing covenant against discrimination against itself or its subcontractors. b. The contractor shall not discriminate against any employee or applicant for employment, training education or apprenticeship connected directly or indirectly with the performance of this Contract, with respect to his (her) hire, promotion, job assignment, tenure, terms, conditions or privileges of employment, because of race, color, creed, national origin handicap or sex. c. The contractor further agrees to take affirmative action to achieve reasonable representation of minority groups and women on its work force. Such affirmative action shall include, but not be limited to the following: employment, promotion, demotion or transfer, recruiting, advertising layoff or termination, rates of pay or other forms of compensation and selection for training or education including apprenticeship. TAXES AND OTHER EXACTIONS: VENDOR agrees to assume exclusive liability under all laws that impose taxes or other exactions on the manufacture or sale of the items to be furnished hereunder, or any component part thereof, or on any process or labor involved therein, or on any services to be rendered by VENDOR, and to pay any and all such taxes except those ORDA specifically agrees or is by law required to pay. Any taxes to be paid by owner shall be separately stated on the invoice. Prices shall not include any taxes for which VENDOR can obtain, or ORDA can furnish exemptions. REMEDIES: The remedies reserved to ORDA herein, except where expressly stated to be exclusive, shall be cumulative and in addition to any other or further remedies provided by law. No waiver of any breach of these provisions shall be deemed to constitute a waiver of any other breach. 5